IDS LIFE INVESTMENT SERIES INC
485BPOS, 1999-10-28
Previous: IDS LIFE INVESTMENT SERIES INC, NSAR-B, 1999-10-28
Next: SEI LIQUID ASSET TRUST, 485BPOS, 1999-10-28



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

Form N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 40  (File No. 2-73115)                         [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 42  (File No. 811-3218)                                       [X]

AXP Variable Portfolio - Investment Series, Inc.
(Formerly known as 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 Oct. 29, 1999 pursuant to paragraph (b)
[ ]  60 days after filing pursuant to paragraph (a)(1)
[ ]  on (date) pursuant to paragraph (a)(1)
[ ]  75 days after filing pursuant to paragraph (a)(2)
[ ]  on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ]  This  post-effective  amendment  designates  a  new  effective  date  for a
     previously filed post-effective amendment.

<PAGE>


American   Express(R)   Variable   Portfolio   Funds
Prospectus/Oct.  29, 1999

AXPSM Variable Portfolio -- Blue Chip Advantage Fund

AXPSM Variable Portfolio -- Bond Fund
(formerly  known as  IDS Life  Special Income  Fund)

AXPSM Variable Portfolio -- Capital Resource Fund
(formerly known as IDS Life Capital Resource Fund)

AXPSM Variable  Portfolio -- Cash Management  Fund
(formerly  known as IDS Life  Moneyshare Fund)

AXPSM Variable  Portfolio -- Diversified Equity Income Fund

AXPSM Variable  Portfolio -- Extra Income Fund
(formerly  known as IDS Life Income  Advantage  Fund)

AXPSM  Variable  Portfolio -- Federal Income Fund

AXPSM Variable  Portfolio -- Global Bond Fund
(formerly  known as IDS Life Global Yield Fund)

AXPSM  Variable  Portfolio -- Growth  Fund

AXPSM  Variable  Portfolio --International Fund
(formerly known as IDS Life  International  Equity Fund)

AXPSM,Variable  Portfolio -- Managed Fund
(formerly  known as IDSLife  Managed  Fund)

AXPSM  Variable  Portfolio -- New  Dimensions  Fund
(formerly  known as IDS Life Growth  Dimensions  Fund)

AXPSM  Variable  Portfolio -- Small Cap Advantage Fund

AXPSM Variable Portfolio -- Strategy  Aggressive Fund
(formerly known as IDS Life Aggressive   Growth  Fund)


Please note that each Fund:

o    is not a bank deposit

o    is not federally insured

o    is not endorsed by any bank or government agency

o    is not guaranteed to achieve its goal

Like all mutual funds,  the Securities and Exchange  Commission has not approved
or disapproved  these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

American Express Financial Advisors

Managed by IDS Life Insurance Company

<PAGE>

Table of Content

TAKE A CLOSER LOOK AT:
The Funds                                                4p
AXP Variable Portfolio --
   Blue Chip Advantage Fund                              5p
Goal                                                     5p
Investment Strategy                                      5p
Risks                                                    6p
Past Performance                                         6p
Management                                               6p

AXP Variable Portfolio-- Bond Fund                       7p
Goal                                                     7p
Investment Strategy                                      7p
Risks                                                    8p
Past Performance                                         9p
Management                                              10p

AXP Variable Portfolio --
   Capital Resource Fund                                11p
Goal                                                    11p
Investment Strategy                                     11p
Risks                                                   12p
Past Performance                                        13p
Management                                              14p

AXP Variable Portfolio --
   Cash Management Fund                                 15p
Goal                                                    15p
Investment Strategy                                     15p
Risks                                                   16p
Past Performance                                        17p
Management                                              17p

AXP Variable Portfolio --
   Diversified Equity Income Fund                       18p
Goal                                                    18p
Investment Strategy                                     18p
Risks                                                   19p
Past Performance                                        19p
Management                                              19p

AXP Variable Portfolio-- Extra Income Fund              20p
Goal                                                    20p
Investment Strategy                                     20p
Risks                                                   21p
Past Performance                                        22p
Management                                              23p

AXP Variable Portfolio-- Federal Income Fund            24p
Goal                                                    24p
Investment Strategy                                     24p
Risks                                                   25p
Past Performance                                        25p
Management                                              25p

AXP Variable Portfolio --
   Global Bond Fund                                     26p
Goal                                                    26p
Investment Strategy                                     26p
Risks                                                   27p
Past Performance                                        28p
Management                                              29p

<PAGE>

AMERICAN EXPRESS VARIABLE PORTFOLIO FUNDS

AXP Variable Portfolio-- Growth Fund                    30p
Goal                                                    30p
Investment Strategy                                     30p
Risks                                                   31p
Past Performance                                        31p
Management                                              31p

AXP Variable Portfolio-- International Fund             32p
Goal                                                    32p
Investment Strategy                                     32p
Risks                                                   33p
Past Performance                                        34p
Management                                              35p

AXP Variable Portfolio-- Managed Fund                   36p
Goal                                                    36p
Investment Strategy                                     36p
Risks                                                   37p
Past Performance                                        38p
Management                                              39p

AXP Variable Portfolio --
   New Dimensions Fund                                  40p
Goal                                                    40p
Investment Strategy                                     40p
Risks                                                   41p
Past Performance                                        42p
Management                                              43p

AXP Variable Portfolio --
   Small Cap Advantage Fund                             44p
Goal                                                    44p
Investment Strategy                                     44p
Risks                                                   45p
Past Performance                                        45p
Management                                              45p

AXP Variable Portfolio --
   Strategy Aggressive Fund                             46p
Goal                                                    46p
Investment Strategy                                     46p
Risks                                                   47p
Past Performance                                        48p
Management                                              49p

Fees and Expenses                                       50p
Shareholder Fees                                        50p
Annual Fund Operating Expenses                          50p

Buying and Selling Shares                               52p
Valuing Fund Shares                                     52p
Purchasing Shares                                       52p
Transferring/Selling Shares                             52p

Distributions and Taxes                                 53p
About the Company                                       54p
Financial Highlights                                    56p

<PAGE>

The Funds

References to "Fund" throughout this prospectus refer to AXP Variable  Portfolio
- -- Blue Chip Advantage  Fund, AXP Variable  Portfolio -- Bond Fund, AXP Variable
Portfolio -- Capital  Resource Fund, AXP Variable  Portfolio -- Cash  Management
Fund,  AXP Variable  Portfolio --  Diversified  Equity Income Fund, AXP Variable
Portfolio -- Extra Income Fund,  AXP Variable  Portfolio -- Federal Income Fund,
AXP  Variable  Portfolio -- Global Bond Fund,  AXP Variable  Portfolio -- Growth
Fund, AXP Variable  Portfolio -- International  Fund, AXP Variable  Portfolio --
Managed  Fund,  AXP Variable  Portfolio  -- New  Dimensions  Fund,  AXP Variable
Portfolio -- Small Cap  Advantage  Fund and AXP  Variable  Portfolio -- Strategy
Aggressive Fund, singularly or collectively as the context requires.


Please  remember  that you may not buy (nor  will  you own)  shares  of the Fund
directly.  You invest by buying a variable  annuity or life insurance policy and
allocating  your  purchase  payments to the variable  subaccount or account (the
subaccount) that invests in the Fund.


<PAGE>

AXP Variable Portfolio -- Blue Chip Advantage Fund

GOAL
The Fund seeks to provide  shareholders  with a long-term total return exceeding
that of the U.S. stock market.  Because any investment involves risk,  achieving
this goal cannot be guaranteed.


INVESTMENT STRATEGY
Currently,  the  Standard & Poor's  500 Index  (S&P 500 Index) is the  unmanaged
market index used to measure total return of the U.S. stock market (the Fund may
change  this market  index from time to time).  Accordingly,  the Fund's  assets
primarily  are invested in common  stocks of companies  that are included in the
S&P 500 Index.  To the extent  practicable,  the Fund's  total  assets are fully
invested in stocks with 65% of those  being blue chip  stocks.  Blue chip stocks
are issued by companies with a market  capitalization of at least $1 billion, an
established management,  a history of consistent earnings and a leading position
within their respective  industries.  Although the Fund invests in common stocks
that comprise the S&P 500 Index, it is not an index fund, it will not own all of
the companies in the market  index,  and its results will likely differ from the
market index.


The  selection  of  common  stocks  is the  primary  decision  in  building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
equity investments by:

o    Identifying companies that are included in the S&P 500 Index with:

     --   effective management,

     --   financial strength,

     --   strong, sustainable earnings growth, and

     --   competitive market position.

o    Focusing on those companies that AEFC considers to be "blue chips."

o    Establishing  one or more industry  classifications  for each company (AEFC
     will  classify  each  company  into one of at least  25  industries  -- the
     classifications may or may not be the same as the ones assigned by others).

o    Assigning ratings to each company based on that company's merits and on its
     industry grouping(s).

o    Buying a diversified portfolio of securities. AEFC will over-weight certain
     industry  classifications  based on AEFC's  expectations for growth and for
     expected market trends.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued,

     --   the security has reached AEFC's price objective,

     --   the company has met AEFC's earnings and/or growth expectations,

     --   political,  economic,  or  other  events  could  affect  the  company'
          performance,

     --   AEFC  wishes  to  minimize   potential   losses  (i.e.,  in  a  market
          down-turn),

     --   AEFC wishes to lock-in profits,

     --   AEFC identifies a more attractive opportunity, and

     --   the  company or the  security  continues  to meet the other  standards
          described above.

<PAGE>

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments  such as  derivative  instruments  (generally  options  and  futures
contracts that are based on the S&P 500 Index) in order to remain fully invested
and money  market  securities.


During weak or declining  markets,  the Fund may
invest  more of its  assets  in  money  market  securities.  Although  the  Fund
primarily  will  invest  in these  securities  to  avoid  losses,  this  type of
investing also could prevent the Fund from  achieving its investment  objective.
During these times,  AEFC may make frequent  securities trades that could result
in increased fees and expenses.


For more  information  on strategies and holdings,  see the Fund's  Statement of
Additional Information (SAI) and the annual/ semiannual reports.

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:

   Market Risk

   Style Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Style Risk
The  objective of the Fund is to provide  shareholders  with a long-term  return
exceeding  that of the U.S.  stock market.  Currently,  the S&P 500 Index is the
market index used to measure  total return of the U.S.  stock  market.  However,
unlike the unmanaged index,  the Fund's  performance is affected by factors such
as the size of the Fund's  portfolio,  transaction  costs,  management  fees and
expenses, brokerage commissions and fees, the extent and timing of cash flows in
and out of the Fund, stock selection, sector weightings, and other such factors.
As a result,  once these factors are accounted  for, the Fund may  under-perform
the market index.


PAST PERFORMANCE
The Fund  commenced  operations  in  September  1999 and  therefore  performance
information is not available.

MANAGEMENT
Keith  Tufte and James  Johnson are  primarily  responsible  for the  day-to-day
operations of AXP Variable Portfolio -- Blue Chip Advantage Fund.

Keith Tufte joined AEFC in 1990.  Besides managing this Fund, he has managed AXP
Blue Chip Advantage Fund and Aggressive Growth Portfolio since November 1998. He
also  became  director  of  research-equities  in  1998.  Prior  to  that he was
portfolio manager of Equity Income Portfolio.

James  Johnson  joined AEFC in 1994.  Besides  managing  this Fund, he also is a
member of the portfolio  management  team for Total Return  Portfolio.  He began
managing  portfolios  for American  Express Asset  Management in 1996.  Prior to
joining AEFC, he worked for Piper Capital  Management as an equity  quantitative
analyst.

The Fund was patterned after an existing retail fund managed by American Express
Financial  Corporation  (AEFC),  the  Fund's  investment  advisor.  The Fund has
substantially the same investment  policies,  goals and objectives as the retail
fund. In addition,  the Fund will be managed by the same portfolio  managers and
will  have   substantially   similar  investment   strategies,   techniques  and
characteristics  as the retail  fund.  However,  the Fund is not the same as the
retail fund. The Fund will have its own portfolio holdings and its own fees and
operating expenses.  Therefore, the performance of the Fund may be greater or
less than the performance of the retail fund.

<PAGE>


 AXP Variable  Portfolio -- Bond Fund
(formerly known as IDS Life Special Income Fund)


GOAL
The Fund seeks to provide shareholders with a high level of current income while
attempting to conserve the value of the  investment and to continue a high level
of income for the longest period of time. Because any investment  involves risk,
achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets  primarily  are invested in bonds and other debt  obligations.
Under  normal  market  conditions,  at least 65% of the Fund's  total assets are
invested in bonds. Additionally,  at least 50% of the Fund's investments will be
invested in (1)  investment-grade  corporate bonds, (2) unrated  corporate bonds
that are believed to be of investment  grade quality,  and (3) government  bonds
(including mortgage-backed  securities).  Although the Fund emphasizes high- and
medium-quality  debt  securities,  it will  assume  some  credit risk to achieve
higher  dividends  and/or  capital  appreciation  (by buying junk  bonds).  As a
result,  lower-quality  bonds may  comprise  a large  percentage  of the  Fund's
investments.  The Fund may  invest  up to 25% of its  total  assets  in  foreign
investments.

The  selection  of debt  obligations  is the primary  decision  in building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments by:


o    Considering opportunities and risks by reviewing interest rate and economic
     forecasts.

o    Investing more heavily in certain  market  sectors(for  example,  corporate
     bonds and  government  bonds)  based on AEFC's  expectations  for  interest
     rates.

o    Identifying investment-grade U.S. and foreign bonds.

o    Identifying below investment-grade U.S. and foreign bonds (junk bonds).

o    Identifying securities that are expected to outperform other securities. In
     this  analysis,  AEFCwill  take risk factors  into  account  (for  example,
     whether  money  has been  set  aside to  cover  the cost of  principal  and
     interest payments).

o    Identifying investments that contribute to the diversification of the Fund,
     including  both the number of issuers and the types of  securities  held in
     the portfolio.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the interest rate or economic outlook changes,

     --   the security is overvalued,

     --   the  issuer's  credit  rating  declines or AEFC expects a decline (the
          Fund may continue to own securities  that are  down-graded  until AEFC
          believes it is advantageous to sell),

     --   the security has reached AEFC's price objective,

     --   AEFC identifies a more attractive opportunity, and

     --   the  issuer or the  security  continues  to meet the  other  standards
          described above.

<PAGE>


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market securities, common stocks, preferred stocks and
convertible   securities.   Additionally,   the  Fund  may  utilize   derivative
instruments to produce incremental  earnings, to hedge existing positions and to
increase flexibility.

During weak or declining markets, the Fund may invest more
of its assets in money  market  securities.  Although  the Fund  primarily  will
invest in these  securities to avoid losses,  this type of investing  also could
prevent the Fund from  achieving its investment  objective.  During these times,
AEFC may make frequent securities trades that could result in increased fees and
expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

RISKS
Please  remember  that  with any  mutual  fund  investment  you may lose  money.
Principal risks associated with an investment in the Fund include:

   Call/Prepayment Risk
   Credit Risk
   Event Risk
   Foreign/Emerging Markets Risk
   Interest Rate Risk
   Liquidity Risk
   Market Risk

Call/Prepayment Risk
The risk that a bond or other security might be called (or otherwise  converted,
prepaid, or redeemed) before maturity.

Credit Risk The risk that the issuer of a  security,  or the  counterparty  to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation  (such as payments due on a bond or a note).  The price of junk bonds
may react  more to the  ability  of the  issuing  company  to pay  interest  and
principal  when due than to changes in interest  rates.  They have greater price
fluctuations and are more likely to experience a default.

Event Risk
Occasionally,  the value of a security may be seriously and unexpectedly changed
by a natural or industrial accident or occurrence.

Foreign/Emerging Markets Risk
The following are all components of foreign/emerging markets risk:

Country Risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.

Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

<PAGE>

Emerging markets risk includes the dramatic pace of change (economic, social and
political) in these countries as well as the other considerations  listed above.
These markets are in early stages of  development  and are  extremely  volatile.
They can be marked by extreme inflation,  devaluation of currencies,  dependence
on trade partners and hostile  relations with  neighboring  countries.

Interest Rate Risk

The risk of losses  attributable  to changes in interest  rates.  This
term is generally  associated  with bond prices (when interest rates rise,  bond
prices  fall).  In general,  the longer the  maturity of a debt  obligation  the
higher its yield and the greater the sensitivity to changes in interest rates.

Liquidity Risk
Securities  may be  difficult  or  impossible  to sell at the time that the Fund
would  like.  The  Fund  may  have  to  lower  the  selling  price,  sell  other
investments, or forego an investment opportunity.

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's average annual total returns compare to a recognized index.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.


 AXP VP -- Bond Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
+9.04%  +4.22%  +17.54% +9.38% +15.84%  -3.91% +22.30%  +5.70%   +8.83%   +1.51%
1989    1990    1991    1992   1993     1994   1995     1996     1997     1998
- --------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter  was +8.65%  (quarter  ending  June  1995) and the  lowest  return for a
calendar quarter was -3.30% (quarter ending March 1990).


The Fund's year to date return as of Sept. 30, 1999 was +0.16%.

<PAGE>


 Average Annual Total Returns (as of Dec. 31, 1998)
- --------------------------------------------------------------------------------
                                         1 year      5 years       10 years
 AXP VP -- Bond Fund                      +1.51%      +6.53%        +8.80%
 Lehman Brothers Aggregate Bond Index     +7.44%      +6.97%        +9.10%
- --------------------------------------------------------------------------------


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.

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

MANAGEMENT


Steve  Merrell  makes  the  day-to-day  investment  decisions  for AXP  Variable
Portfolio -- Bond Fund. He joined AEFC in 1988.  Between September 1990 and June
1991 he worked for J.P. Morgan in London.  He currently serves as vice president
and senior  portfolio  manager.  Besides  managing this Fund since 1994, he also
serves as portfolio manager for Total Return Portfolio.

The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>


AXP Variable  Portfolio -- Capital Resource Fund
(formerly known as IDS Life Capital Resource Fund)


GOAL
The Fund seeks  capital  appreciation.  Because any  investment  involves  risk,
achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The  Fund's  assets  primarily  are  invested  in U.S.  common  stocks and other
securities convertible into common stock.  Additionally,  the Fund may invest up
to 25% of its total assets in foreign investments.

The  selection  of U.S.  common  stocks is the primary  decision in building the
investment portfolio.

In pursuit of the Fund's goal, AEFC, the Portfolio's investment advisor, chooses
investments by:

o    Identifying larger companies with:

     --   effective management,

     --   financial strength,

     --   competitive market or product position, and

     --   earnings growth potential.

o    Identifying  securities  that AEFC believes have good capital  appreciation
     potential.

o    Considering  opportunities  and  risks  by  reviewing  interest  rates  and
     economic forecasts.


o    Buying a  diversified  portfolio of  securities.  AEFC will weight  certain
     sectors  more  heavily  based on AEFC's  expectations  for  growth  and for
     expected market trends.


In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the interest rate or economic outlook changes,

     --   the security is overvalued relative to other potential investments,

     --   the security has reached AEFC's price objective,

     --   AEFC wishes to lock-in profits,

     --   AEFC identifies a more attractive opportunity, and

     --   the  issuer or the  security  continues  to meet the  other  standards
          described above.


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments  such as  money  market  securities  and  debt  obligations  (of any
rating).  Additionally,  the Fund may utilize derivative  instruments to produce
incremental earnings, to hedge existing positions and to increase flexibility.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund will  invest in these  securities
primarily to avoid  losses,  this type of investing  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent securities trades that could result in increased fees and expenses.


For  more  information  on  strategies  and  holdings,   see  the  SAI  and  the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember that with any investment you may lose money. Principal risks associated
with an investment in the Fund include:

   Market Risk

   Style Risk


   Foreign Risk


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Style Risk
The Fund purchases  stocks based on the expectation that the companies will have
strong  growth in earnings.  The price paid often  reflects an expected  rate of
growth.  If that  growth  fails to occur,  the  price of the  stock may  decline
significantly and quickly.


Foreign Risk
The following are all components of foreign risk:


Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.


Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.


<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's average annual total returns compare to a recognized index.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.



 AXP VP -- Capital Resource Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
+27.13%  +0.67%  +46.78% +4.09% +3.41%  +1.17% +27.86% +7.97%  +24.14%  +24.12%
1989     1990    1991    1992   1993    1994   1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +26.20%  (quarter  ending December 1998) and the lowest return for a
calendar quarter was -15.33% (quarter ending September 1998).


The Fund's year to date return as of Sept. 30, 1999 was +3.99%.

<PAGE>


 Average Annual Total Returns (as of Dec. 31, 1998)
                                        1 year         5 years       10 years
- --------------------------------------------------------------------------------
 AXP VP -- Capital Resource Fund         +24.12%       +16.56%       +15.84%
 S&P 500 Index                           +28.57%       +24.01%       +19.19%
- --------------------------------------------------------------------------------


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


The S&P 500 Index,  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.  However,  the S&P 500 Index companies are generally  larger than
those in which the Fund invests.


The  securities  included  in the index may not be the same as those held by the
Fund.

MANAGEMENT
Joseph M. Barsky manages the day-to-day  operations of AXP Variable Portfolio --
Capital   Resource   Fund.   He  joined   AEFC  in  1979  and   serves  as  vice
president-mutual  fund  equities  and  senior  portfolio  manager.  He served as
portfolio manager of AXP Equity Select Fund from 1983 to 1997. He also serves as
vice president and senior portfolio  manager of IDS Equity Advisors,  a division
of American Express Asset Management Group Inc.

<PAGE>

AXP  Variable  Portfolio  -- Cash Management Fund
(formerly known as IDS Life Moneyshare Fund)


GOAL
The Fund seeks to provide  shareholders  with maximum current income  consistent
with liquidity and  conservation  of capital.  Because any  investment  involves
risk, the Fund cannot guarantee this goal.



INVESTMENT STRATEGY
The Fund's assets  primarily are invested in money market  instruments,  such as
marketable debt obligations issued by the U.S. government or its agencies,  bank
certificates of deposit, bankers' acceptances, letters of credit, and commercial
paper. The Fund may invest more than 25% of its total assets in U.S. banks, U.S.
branches of foreign banks and U.S. government securities. Additionally, the Fund
may  invest up to 25% of its total  assets in U.S.  dollar  denominated  foreign
investments.


Because  the Fund  seeks to  maintain a  constant  net asset  value of $1.00 per
share, capital appreciation is not expected to play a role in the Fund's return.
The Fund's yield will vary from day-to-day.

The selection of short-term debt obligations is the primary decision in building
the investment portfolio. The Fund restricts its investments to instruments that
meet certain maturity and quality standards required by the SEC for money market
funds. For example, the Fund:

o    limits its average portfolio maturity to ninety days or less;

o    buys obligations with remaining maturities of 397 days or less; and

o    buys only  obligations  that are  denominated  in U.S.  dollars and present
     minimal credit risk.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments  by:

o    Considering  opportunities  and  risks  given  current  interest  rates and
     anticipated interest rates.

o    Purchasing  securities  based on the timing of cash flows in and out of the
     Fund.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the  issuer's  credit  rating  declines or AEFC expects a decline (the
          Fund,  in certain  cases,  may  continue  to own  securities  that are
          down-graded until AEFC believes it is advantageous to sell),

     --   political,  economic,  or  other  events  could  affect  the  issuer's
          performance,

     --   AEFC identifies a more attractive opportunity, and

     --   the  issuer or the  security  continues  to meet the  other  standards
          described above.

For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
Please  remember  that  with any  mutual  fund  investment  you may lose  money.
Although  the Fund's  share price has  remained  constant in the past,  THE FUND
CANNOT  GUARANTEE  THAT IT WILL  ALWAYS BE ABLE TO  MAINTAIN  A STABLE NET ASSET
VALUE.  An  investment  in the Fund is not insured or  guaranteed by the Federal
Deposit Insurance  Corporation or any other government  agency.  Principal risks
associated with an investment in the Fund include:

   Credit Risk


   Foreign Risk


   Interest Rate Risk

   Market Risk

   Sector/Concentration Risk


Credit Risk
The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note).

Foreign Risk
The following are all components of foreign risk:


Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.


Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

Interest Rate Risk
The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall). In general, the longer the maturity of a debt obligation,  the higher its
yield and the greater the sensitivity to changes in interest rates.


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.


Sector/Concentration Risk
Investments that are concentrated in a particular issuer,  geographic region, or
industry will be more  susceptible  to changes in price (the more you diversify,
the more you spread risk). For example, if the Fund concentrates its investments
in banks, the value of these  investments may be adversely  affected by economic
or regulatory developments in the banking industry.


<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.


 AXP VP -- Cash Management Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
+9.05%  +7.98%  +5.82% +3.28% +2.70%  +3.80% +5.47% +5.06%  +5.16%  +5.14%
1989    1990    1991   1992   1993    1994   1995   1996    1997    1998
- -------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter  was +2.34%  (quarter  ending  June  1989) and the  lowest  return for a
calendar quarter was +0.47% (quarter ending March 1996).


The Fund's year to date return as of Sept. 30, 1999 was +3.41%.


 Average Annual Total Returns (as of Dec. 31, 1998)
                                    1 year        5 years     10 years
- --------------------------------------------------------------------------------
 AXP VP -- Cash Management Fund     +5.14%        +4.92%      +5.33%
- --------------------------------------------------------------------------------


This table shows total returns from  hypothetical  investments  in shares of the
Fund.  The  results do not  reflect  the  expenses  that  apply to the  variable
accounts or the  policies.  Inclusion of these charges would reduce total return
for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


YIELD INFORMATION
For current 7-day yield information, call 1-800-862-7919, option 3.

MANAGEMENT
Terry Fettig manages the day-to-day operations of AXP Variable Portfolio -- Cash
Management Fund. He joined AEFC in 1986 and currently serves as senior portfolio
manager.  He also serves as portfolio  manager for AXP Cash Management Fund, AXP
Intermediate Tax-Exempt Fund, IDS Life Series Fund -- Money Market Portfolio and
AXP Tax-Free  Money Fund.



The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>

AXP Variable Portfolio -- Diversified Equity Income Fund

GOAL
The Fund seeks to provide  shareholders with a high level of current income and,
as a secondary goal, steady growth of capital.  Because any investment  involves
risk, achieving these goals cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's  assets  primarily  are invested in equity  securities.  Under normal
market  conditions,  the Fund  will  invest  at least  65% of its net  assets in
dividend-paying common and preferred stocks.

The selection of dividend-paying  stocks is the primary decision in building the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
equity investments by:

o    Identifying companies with:

     --   dividend-paying stocks,

     --   effective management,

     --   financial strength, and

     --   moderate growth potential.

o    Determining specific industry weightings within the following sectors:

     --   Consumer cyclical        -- Energy

     --   Consumer stable          -- Technology

     --   Financial                -- Industrial

o    Identifying stocks that are selling at low prices in relation to:

     --   current and projected earnings,

     --   current and projected dividends, and

     --   historic price levels.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued,

     --   the security has reached AEFC's price objective,

     --   the company has met AEFC's earnings and/or growth expectations, and

     --   the  company or the  security  continues  to meet the other  standards
          described above.


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments  such as foreign  securities,  convertible  securities,  real estate
investment trusts, debt obligations (of any rating) and money market securities.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund  primarily  will  invest in these
securities to avoid losses,  this type of investing  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent securities trades that could result in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS Please  remember that with any mutual fund  investment you may lose money.
Principal risks associated with an investment in the Fund include:

   Market Risk

   Sector/Concentration Risk

   Inflation Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Sector/Concentration Risk
Investments that are concentrated in a particular issuer,  geographic region, or
industry will be more  susceptible  to changes in price (the more you diversify,
the more you spread risk).

Inflation Risk
Also known as  purchasing  power risk,  inflation  risk  measures the effects of
continually rising prices on investments. If an investment's yield is lower than
the rate of inflation,  your money will have less purchasing  power as time goes
on.


PAST PERFORMANCE
The Fund  commenced  operations  in  September  1999 and  therefore  performance
information is not available.


MANAGEMENT
Kurt Winters  manages the  day-to-day  operations  of AXP Variable  Portfolio --
Diversified  Equity  Income Fund. He is a senior  portfolio  manager at AEFC. He
joined  AEFC in 1987.  Kurt is  responsible  for overall  portfolio  management,
including the determination of the sectors in which the Fund will invest. A team
of research  professionals makes investment decisions within those sectors. From
1992 to 1995,  he managed  IDS Life Series  Fund -- Managed  Portfolio.  He also
manages AXP Discovery  Fund and provides  overall  portfolio  management for AXP
Equity Value Fund,  AXP  Progressive  Fund,  Balanced  Portfolio,  Equity Income
Portfolio and IDS Life Series Fund -- Equity Income Portfolio.

The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>


AXP Variable Portfolio -- Extra Income Fund
(formerly known as IDS Life Income Advantage Fund)


GOAL
The Fund seeks to provide  shareholders  with high current income as its primary
goal and, as its secondary goal, capital growth.

INVESTMENT STRATEGY
The Fund invests primarily,  and may invest all of its assets, in high-yielding,
high risk  corporate  bonds (junk bonds).  These bonds may be issued by U.S. and
foreign  companies and  governments.  The Fund may invest up to 25% of its total
assets in foreign investments.

The  selection  of debt  obligations  is the primary  decision  in building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments by: o Considering opportunities and risks by reviewing interest rate
and economic forecasts.

o    Identifying securities and /or companies that:

     --   have medium and low quality ratings,

     --   have similar  qualities,  in AEFC's opinion,  even though they are not
          rated or have been given a different rating by a rating agency,

     --   have growth potential,

     --   have the potential for capital appreciation through credit upgrades.

o    Buying  securities  that are expected to outperform  other  securities on a
     risk-adjusted   basis  (i.e.,  after  considering   coupon,   sinking  fund
     provision,  call  protection,  and  quality).  AEFC  believes  that  credit
     selection is a primary concern and aggressively  manages the Fund to earn a
     high total return.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the interest rate or economic outlook changes,

     --   a sector or industry is experiencing change,

     --   a security's rating is changed,

     --   the security is overvalued,

     --   the company does not meet AEFC's performance expectations,

     --   AEFC wishes to lock-in profits,

     --   AEFC identifies a more attractive opportunity, and

     --   the  issuer or the  security  continues  to meet the  other  standards
          described above.

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market securities,  convertible securities,  preferred
stocks and common stocks.


During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund  primarily  will  invest in these
securities to avoid losses,  this type of investing  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent securities trades that could result in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for long-term investors with above-average risk tolerance.
Please  remember  that  with any  mutual  fund  investment  you may lose  money.
Principal risks associated with an investment in the Fund include:

   Market Risk

   Interest Rate Risk

   Credit Risk


   Foreign Risk


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Interest Rate Risk
The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall). In general, the longer the maturity of a debt obligation,  the higher its
yield and the greater the sensitivity to changes in interest rates.

Credit Risk
The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.


Foreign Risk
The following are all components of foreign risk:


Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.


Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.


<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.



 AXP VP -- Extra Income Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
                                                                 +13.37%  -4.41%
1989    1990     1991    1992     1993    1994    1995    1996   1997     1998
- --------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +5.87% (quarter  ending  September 1997) and the lowest return for a
calendar quarter was -9.38% (quarter ending September 1998).


The Fund's year to date return as of Sept. 30, 1999 was +3.92%.


 Average Annual Total Returns (as of Dec. 31, 1998)
                                          1 year        Since inception
- -------------------------------------------------------------------------------
 AXP VP -- Extra Income Fund              -4.41%           +5.24%a
 Lehman Brothers Aggregate Bond Index     +7.44%           +7.73%b
 Merrill Lynch High Yield Bond Index      +3.66%           +9.68%b
- --------------------------------------------------------------------------------

a Inception date was May 1, 1996.
b Measurement period started May 1, 1996.


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


Lehman  Brothers  Aggregate  Bond  Index  is an  unmanaged  index  made  up of a
representative list of government,  corporate,  asset-backed and mortgage-backed
securities.  The index is  frequently  used as a general  measure of bond market
performance. The index reflects reinvestment of all distributions and changes in
market prices, but excludes brokerage commissions or other fees.


<PAGE>

Merrill  Lynch  High  Yield  Bond  Index  provides  a  broad-based   measure  of
performance of the  non-investment  grade U.S.  domestic bond market.  The index
currently  captures  close to $200 billion of the  outstanding  debt of domestic
market  issuers rated below  investment  grade but not in default.  The index is
"rule-based,"  which means there is a defined list of criteria  that a bond must
meet in order to qualify for inclusion in the index. The securities  included in
the indexes may not be the same as those held by the Fund.

MANAGEMENT
Jack Utter and Scott  Schroepfer  are primarily  responsible  for the day-to-day
operations of AXP Variable Portfolio -- Extra Income Fund.

Jack Utter,  vice president and senior portfolio  manager,  joined AEFC in 1962.
Besides  serving as  co-manager  of this Fund, he also has managed the assets of
High Yield Portfolio since 1985.

Scott  Schroepfer,  senior  portfolio  manager,  joined AEFC in 1990.  He became
co-manager  of this Fund and AXP Extra Income Fund in March 1999. He also serves
as a portfolio  manager of IDS Life Series Fund -- Managed  Portfolio since 1995
and as an associate manager since 1994.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  managers and will have  substantially  similar investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>

AXP Variable Portfolio -- Federal Income Fund

GOAL
The Fund seeks to provide  shareholders  with a high level of current income and
safety  of  principal  consistent  with an  investment  in U.S.  government  and
government agency securities.  Because any investment  involves risk,  achieving
this goal cannot be guaranteed.


INVESTMENT STRATEGY
The Fund's  assets  primarily  are  invested in debt  obligations.  Under normal
market  conditions,  at least 65% of the Fund's  total  assets are  invested  in
securities  issued  or  guaranteed  as to  principal  and  interest  by the U.S.
government,  its agencies or instrumentalities.  Although the Fund may invest in
any  U.S.  government  securities,   it  is  anticipated  that  U.S.  government
securities   representing   part   ownership   in   pools  of   mortgage   loans
(mortgage-backed  securities)  will  comprise a large  percentage  of the Fund's
investments.  The  Fund  will  utilize  forward  sale  commitments  for  hedging
purposes.   Additionally,   the  Fund  will  aggressively   utilize   derivative
instruments and when-issued securities to produce incremental earnings, to hedge
existing  positions,  and to increase  flexibility.  The Fund's potential losses
from the use of these instruments could extend beyond its initial investment.


The  selection  of debt  obligations  is the primary  decision  in building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments  by:

o    Considering opportunities and risks by reviewing credit characteristics and
     the interest rate outlook.

o    Identifying and buying securities that:

     --   are high quality or have similar  qualities,  in AEFC's opinion,  even
          though  they are not  rated or have  been  given a lower  rating  by a
          rating agency, and

     --   have short or intermediate-term maturities.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the interest rate or economic outlook changes,

     --   the security is overvalued,

     --   AEFC wishes to lock-in profits,

     --   AEFC identifies a more attractive opportunity, and

     --   the  issuer or the  security  continues  to meet the  other  standards
          described above.

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments   such   as   money   market   securities   and   investment   grade
non-governmental debt obligations.


During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund  primarily  will  invest in these
securities to avoid losses,  this type of investing  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent  securities  trades that could result in increased  fees and  expenses.
Additionally,  the Fund's  portfolio  turnover  may be  affected  by  short-term
investment  strategies.  High  portfolio  turnover  could result in increases in
transaction costs.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
Please  remember that with any mutual fund  investment you may lose money.
Principal risks associated with an investment in the Fund include:

   Market Risk

   Correlation Risk

   Interest Rate Risk

   Call/Prepayment Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Correlation Risk
The risk that a given  transaction  may fail to achieve its objectives due to an
imperfect  relationship  between  markets.  Certain  investments  may react more
negatively than others in response to changing market conditions.

Interest Rate Risk
The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall). In general, the longer the maturity of a debt obligation,  the higher its
yield and the greater the sensitivity to changes in interest rates.

Call/Prepayment Risk
The risk that a bond or other security might be called (or otherwise  converted,
prepaid, or redeemed) before maturity.


PAST PERFORMANCE
The Fund  commenced  operations  in  September  1999 and  therefore  performance
information is not available.


MANAGEMENT
Jim Snyder  manages the  day-to-day  operations  of AXP  Variable  Portfolio  --
Federal  Income  Fund.  Jim  joined  AEFC in 1989 and  currently  serves as vice
president  and senior  portfolio  manager.  Besides  managing this Fund, he also
manages the assets of Government Income Portfolio.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>


AXP Variable Portfolio -- Global Bond Fund
(formerly known as IDS Life Global Yield Fund)


GOAL
The Fund seeks to provide shareholders with high total return through income and
growth of capital.  Because any investment  involves  risk,  achieving this goal
cannot be guaranteed.

INVESTMENT STRATEGY
The  Fund is a  non-diversified  mutual  fund  that  invests  primarily  in debt
obligations  of U.S. and foreign  issuers.  Under normal market  conditions,  at
least  80% of the  Fund's  net  assets  will  be  invested  in  investment-grade
corporate or government debt obligations  including money market  instruments of
issuers  located  in at  least  three  different  countries.  Although  the Fund
emphasizes high- and medium-quality debt securities,  it will assume some credit
risk to achieve higher  dividends and /or capital  appreciation  (by buying junk
bonds).

The selection of  investment-grade  government and corporate debt obligations is
the primary decision in building the portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments  by:

o    Considering opportunities and risks by credit rating and currency.

o    Identifying investment-grade U.S. and foreign bonds.

o    Identifying below investment-grade U.S. and foreign bonds (junk bonds).

o    Identifying  bonds  that can  take  advantage  of  currency  movements  and
     interest rate differences among nations.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued, and

     --   the security continues to meet the standards described above.

AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time,  AEFC may  purchase  derivative  instruments  (such as options and
forward  contracts)  to hedge  against  currency  fluctuations.  Although  not a
primary investment strategy,  the Fund also may invest in other instruments such
as money market securities.


During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund will  invest in these  securities
primarily to avoid  losses,  this type of investing  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent securities trades that could result in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
Please  remember  that with any mutual fund  investment  you may lose money.  In
addition,  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  mutual  funds that have  broader
diversification.  Principal  risks  associated  with an  investment  in the Fund
include:

   Credit Risk


   Foreign Risk


   Interest Rate Risk

   Market Risk

Credit Risk
The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.


Foreign Risk
The following are all components of foreign risk:
Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.


Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.

Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.


Interest Rate Risk
The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall). In general, the longer the maturity of a debt obligation,  the higher its
yield and the greater the sensitivity to changes in interest rates.


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the economy,  industry,  or the market as a whole. The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.


 AXP VP -- Global Bond Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
                                                                 +3.87%  +8.04%
1989    1990     1991    1992     1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +4.10%  (quarter  ending  December 1996) and the lowest return for a
calendar quarter was -2.94% (quarter ending March 1997).


The Fund's year to date return as of Sept. 30, 1999 was -3.51%.


 Average Annual Total Returns (as of Dec. 31, 1998)
                                                  1 year        Since inception
- --------------------------------------------------------------------------------
 AXP VP -- Global Bond Fund                       +8.04%            +7.44%a
 Salomon Brothers World Government Bond Index     +15.30%           +7.90%b
 Lipper Global Income Fund Index                  +6.33%            +7.33%b
- --------------------------------------------------------------------------------
a Inception date was May 1, 1996.
b Measurement period started May 1, 1996.


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.

Salomon   Brothers  World   Government  Bond  Index,  is  an  unmanaged   market
capitalization  weighted benchmark,  tracks the performance of the 17 government
bond  markets  around the  world.  It is widely  recognized  by  investors  as a
measurement  index for  portfolios  of  government  bond  securities.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees.

<PAGE>

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


The securities  included in the indexes may not be the same as those held by the
Fund.

MANAGEMENT
Ray Goodner, vice president and senior portfolio manager, manages the day-to-day
operations  of AXP  Variable  Portfolio  -- Global Bond Fund.  He joined AEFC in
1997.  He has served as  portfolio  manager of this Fund since July 1999 and has
managed the assets of AXP Global Bond Fund since 1989.  He also manages  Quality
Income Portfolio.


<PAGE>

AXP Variable Portfolio -- Growth Fund

GOAL
The Fund seeks to provide  shareholders with long-term  capital growth.  Because
any investment involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund  primarily  invests in common stocks and  securities  convertible  into
common  stocks  that  appear  to  offer  growth   opportunities.   These  growth
opportunities  could  result  from  new  management,   market  developments,  or
technological superiority.  The Fund may invest up to 25% of its total assets in
foreign investments.

The  selection  of  common  stocks  is the  primary  decision  in  building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments by:


o    Identifying  companies  that AEFC  believes  have  above-average  long-term
     growth potential based on:


     --   effective management,

     --   financial strength,

     --   competitive market or product position, and


     --   technological advantage relative to other companies.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:


     --   the company has met AEFC's earnings and/or growth expectations,

     --   political,  economic,  or other  events  could  affect  the  company's
          performance,

     --   AEFC identifies a more attractive opportunity, and


     --   the company continues to meet the other standards described above.

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market securities,  preferred stock,  investment grade
debt obligations and convertible securities.  Additionally, the Fund may utilize
derivative  instruments  to  produce  incremental  earnings,  to hedge  existing
positions and to increase flexibility.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund  primarily  will  invest in these
securities to avoid losses,  this type of investing  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent securities trades that could result in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:

   Market Risk

   Style Risk


   Foreign Risk


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Style Risk
AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
significantly and quickly.


Foreign Risk
The following are all components of foreign risk:

Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.

Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

PAST PERFORMANCE
The Fund  commenced  operations  on  September  1999 and  therefore  performance
information is not available.


MANAGEMENT  Mitzi  Malevich  manages the  day-to-day  operations of AXP Variable
Portfolio -- Growth Fund.  She joined AEFC in 1983 and currently  serves as vice
president and senior portfolio manager.  She also serves as portfolio manager of
Growth Portfolio and IDS Life Variable Annuity Funds A and B.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>


AXP Variable Portfolio -- International Fund
(formerly known as IDS Life International Equity Fund)


GOAL
The Fund seeks to provide  shareholders with capital  appreciation.  Because any
investment involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets primarily are invested in equity securities of foreign issuers
that offer strong growth potential. Under normal market conditions, at least 65%
of the  Fund's  total  assets  are  invested  in common  stocks  or  convertible
securities of companies  located in at least three foreign  countries.  The Fund
may invest in developed and in emerging markets.

The  selection  of  geographic  regions is the primary  decision in building the
investment  portfolio.  The  percentage  of the Fund's total assets  invested in
particular  countries  or  regions  will  change  according  to their  political
stability and economic condition.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments  by:

o    Considering opportunities and risks within regions or countries.

o    Identifying sectors or companies with strong growth potential.

o    Selecting  stocks of large  companies that AEFC believes have the following
     fundamental strengths:

     --   financial strength,

     --   high demand for their products or services, and

     --   effective management.

o    Identifying   securities  with  sufficient   liquidity  in  trading  volume
     (however,  AEFC may invest up to 10% of the  Fund's net assets in  illiquid
     securities).

AEFC decides how much to invest in various countries and local  currencies,  and
then buys securities that offer the best  opportunity for long-term  growth.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued,

     --   the security has reached AEFC's price objective,

     --   the company or the security continues to meet the standards  described
          above, and

     --   the region or  country is  undergoing  political,  economic,  or other
          change.


AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time, AEFC may purchase derivative instruments to hedge against currency
fluctuations.  Although  not a primary  investment  strategy,  the Fund also may
invest in other  instruments such as money market securities and debt securities
(of any rating).


<PAGE>


During weak or declining  markets or when growth  opportunities are unavailable,
the Fund may invest more of its assets in money market  securities.  Investments
in U.S.  issuers  generally  will  constitute  less than 20% of the Fund's total
assets.  If, however,  investments in foreign securities appear to be relatively
unattractive in AEFC's judgment, as a temporary defensive strategy, the Fund may
invest any portion of its assets in  securities  of U.S.  issuers  appearing  to
offer opportunities for superior growth.  Although the Fund will invest in these
securities  primarily to avoid losses, this type of investing also could prevent
the Fund from achieving its investment  objective.  During these times, AEFC may
make  frequent  securities  trades  that  could  result  in  increased  fees and
expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

RISKS
This Fund is designed for long-term investors with above-average risk tolerance.
Please  remember  that  with any  mutual  fund  investment  you may lose  money.
Principal risks associated with an investment in the Fund include:

   Market Risk

   Foreign/Emerging Markets Risk

   Liquidity Risk

   Style Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Foreign/Emerging Markets Risk
The following are all components of foreign/emerging markets risk:

Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing,  and financial  reporting
standards),  the possibility of  government-imposed  restrictions,  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.

Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

Emerging markets risk includes the dramatic pace of change (economic, social and
political)  in emerging  market  countries  as well as the other  considerations
listed above. These markets are in early stages of development and are extremely
volatile.  They can be marked by extreme  inflation,  devaluation of currencies,
dependence on trade partners and hostile relations with neighboring countries.

<PAGE>

Liquidity Risk
Securities  may be  difficult  or  impossible  to sell at the time that the Fund
would like. The Fund may have to lower the selling price, sell other investments
or forego an investment opportunity.

Style Risk
AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
significantly and quickly.

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.


AXP VP -- International Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
                                +32.80%  -1.66% +11.33% +9.57%  +2.73%  +15.82%
1989    1990     1991    1992     1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +19.55%  (quarter  ending December 1998) and the lowest return for a
calendar quarter was -19.83% (quarter ending September 1998).


The Fund's year to date return as of Sept. 30, 1999 was +10.47%.

<PAGE>


 Average Annual Total Returns (as of Dec. 31, 1998)
                                        1 year      5 years     Since inception
- --------------------------------------------------------------------------------
 AXP VP -- International Fund           +15.82%     +7.37%          +9.40%a
 MSCI EAFE Index                        +20.33%     +9.50%          +9.60%b
 Lipper International Fund Index        +12.66%     +8.59%          +10.46%b
 MSCI World Index                       +24.80%     +16.19%         +14.37%b
- --------------------------------------------------------------------------------
a Inception date was Jan. 13, 1992.
b Measurement period started Feb. 1, 1992.


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.

Morgan  Stanley  Capital  International  EAFE Index (MSCI EAFE) is an  unmanaged
index compiled from a composite of securities  markets of Europe,  Australia and
the Far East,  is widely  recognized  by  investors  in  foreign  markets as the
measurement  index for portfolios of non-North  American  securities.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees.

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

Morgan Stanley Capital  International  (MSCI) World Index,  an unmanaged  market
index,  compiled  from a composite of over 1,500  companies  listed on the stock
exchanges  of North  America,  Europe,  New Zealand and the Far East,  is widely
recognized  by  investors  as the  measurement  index for  portfolios  of global
securities.  The index reflects reinvestment of all distributions and changes in
market prices, but excludes brokerage commissions or other fees.

The securities  included in the indexes may not be the same as those held by the
Fund.

MANAGEMENT
Peter Lamaison  manages the day-to-day  operations of AXP Variable  Portfolio --
International  Fund.  He joined AEFC in 1981 and has since served as  president,
chief executive  officer and chief investment  officer of American Express Asset
Management  International Inc. He also serves as portfolio manager of AXP Global
Balanced Fund and AXP International Fund.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>


AXP Variable Portfolio -- Managed Fund
(formerly known as IDS Life Managed Fund)


GOAL
The Fund seeks maximum total investment  return through a combination of capital
growth and current income.  Because any investment involves risk, achieving this
goal cannot be guaranteed.


INVESTMENT STRATEGY
The Fund's assets  primarily  are invested in a  combination  of equity and debt
securities.  It will invest in a  combination  of common and  preferred  stocks,
convertible  securities,  bonds and other debt  securities.  Under normal market
conditions,  at least 50% of the  Fund's  total  assets are  invested  in common
stocks. Although the Fund emphasizes high- and medium-quality securities for the
debt portion of its portfolio, it will assume some credit risk to achieve higher
dividends and/or capital appreciation (by buying lower-quality  bonds). The Fund
may invest up to 25% of its total assets in foreign investments.


The selection of common stocks and debt obligations are the primary decisions in
building the investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
equity investments by:

o    Identifying companies with:

     --   effective management,

     --   financial strength,

     --   competitive market position, and

     --   growth potential.

o    Considering  opportunities  and risks given overall  market  conditions and
     industry outlook.

AEFC chooses debt obligations by:

o    Considering opportunities and risks by reviewing interest rate and economic
     forecasts.

o    Identifying U.S. and foreign bonds that:

     --   are investment-grade,

     --   are below investment-grade (lower-quality bonds), and

     --   are expected to outperform  comparable  investments on a risk-adjusted
          basis (i.e., after considering  coupon,  sinking fund provision,  call
          protection, and quality).

o    Identifying investments that contribute to portfolio diversification.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the interest rate or economic outlook changes,

     --   the security is overvalued,

     --   the issuer's  credit  quality  declines or AEFC expects a decline (the
          Fund may continue to own securities  that are  down-graded  until AEFC
          believes it is advantageous to sell),

     --   the security has reached AEFC's price objective, and

     --   AEFC identifies a more attractive opportunity.

<PAGE>


Although  not a primary  investment  strategy,  the Fund also may  invest  other
instruments such as money market securities.  Additionally, the Fund may utilize
derivative  instruments  to  produce  incremental  earnings,  to hedge  existing
positions and to increase  flexibility.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money market securities. Investments other than common stock will constitute 50%
or less of the Fund's total assets.  However,  under unusual market  conditions,
the Fund may invest any  portion of its assets in  securities  other than common
stocks.  Although  the Fund will invest in these  securities  primarily to avoid
losses,  this type of investing  also could prevent the Fund from  achieving its
investment  objective.  During these times,  AEFC may make  frequent  securities
trades that could result in increased fees and expenses.


For  more  information  on  strategies  and  holdings,   see  the  SAI  and  the
annual/semiannual reports.

RISKS
Please  remember that with any  investment you may lose money.  Principal  risks
associated with an investment in the Fund include:

   Market Risk

   Interest Rate Risk

   Credit Risk


   Foreign Risk


   Liquidity Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Interest Rate Risk
The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall). In general, the longer the maturity of a debt obligation,  the higher its
yield and the greater the sensitivity to changes in interest rates.

Credit Risk
The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.


Foreign Risk
The following are all components of foreign risk:


Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.

<PAGE>

Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

Liquidity Risk
Securities  may be  difficult  or  impossible  to sell at the time that the Fund
would like. The Fund may have to lower the selling price, sell other investments
or forego an investment opportunity.

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's average annual total returns compare to a recognized index.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.


 AXP VP -- Managed Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
+25.02% +3.29%  +29.63% +7.53% +12.33%  -4.51% +24.21% +16.20%  +19.50%  +15.80%
1989    1990     1991    1992     1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter  was  +11.00%  (quarter  ending  June 1997) and the lowest  return for a
calendar quarter was -8.79% (quarter ending September 1990).

The Fund's year to date return as of Sept. 30, 1999 was +2.43%.


<PAGE>


 Average Annual Total Returns (as of Dec. 31, 1998)
                                         1 year         5 years       10 years
- --------------------------------------------------------------------------------
 AXP VP -- Managed Fund                  +15.80%        +13.78%       +14.45%
 S&P 500 Index                           +28.57%        +24.01%       +19.19%
- --------------------------------------------------------------------------------


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


The S&P 500 Index,  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.  However,  the S&P 500 Index companies are generally  larger than
those in which the Fund invests.


The  securities  included  in the index may not be the same as those held by the
Fund.


MANAGEMENT
Alfred  Henderson  and  David  M.  Kuplic  are  primarily  responsible  for  the
day-to-day operations of AXP Variable Portfolio -- Managed Fund.

Alfred Henderson joined AEFC in 1996 and serves as senior portfolio manager.  He
began managing the equity  portfolio of this Fund in 1996. 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.

David M. Kuplic,  vice president and senior  portfolio  manager,  joined AEFC in
1990 as a fixed income analyst.  He began managing the fixed income portfolio of
this Fund in September 1999.


<PAGE>


AXP Variable Portfolio -- New Dimensions Fund
(formerly known as IDS Life Growth Dimensions Fund)


GOAL
The Fund seeks to provide shareholders with long-term growth of capital. Because
any investment involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund primarily  invests in common stocks showing  potential for  significant
growth.  These  companies  often  operate in areas where  dynamic  economic  and
technological changes are occurring.  The Fund may invest up to 30% of its total
assets in foreign investments.

The  selection  of  common  stocks  is the  primary  decision  in  building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
investments by:


o    Identifying  companies  that AEFC  believes  have  above-average  long-term
     growth potential based on:


     --   effective management,

     --   financial strength, and

     --   competitive market position.


o    Considering opportunities and risks by reviewing interest rate and economic
     forecasts both domestically and abroad.


In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued relative to alternative investments,

     --   the company has met AEFC's earnings and/or growth expectations,

     --   political,  economic,  or other  events  could  affect  the  company's
          performance,

     --   AEFC  wishes  to  minimize   potential   losses  (i.e.,  in  a  market
          down-turn), and

     --   AEFC identifies a more attractive opportunity.


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market  securities,  preferred stock, debt obligations
(of any rating) and convertible securities.  Additionally,  the Fund may utilize
derivative  instruments  to  produce  incremental  earnings,  to hedge  existing
positions and to increase flexibility.

During weak or declining markets or when growth opportunities are not available,
the Fund may invest more of its assets in money market securities.  Although the
Fund  primarily  will invest in these  securities to avoid losses,  this type of
investing also could prevent the Fund from  achieving its investment  objective.
During these times,  AEFC may make frequent  securities trades that could result
in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:

   Market Risk

   Style Risk


   Foreign Risk


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Style Risk
AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
significantly and quickly.


Foreign Risk
The following are all components of foreign risk:


Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.


Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.


<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.


AXP VP -- New Dimensions Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
                                                               +24.37%  +28.64%
1989    1990     1991    1992     1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +24.72%  (quarter  ending December 1998) and the lowest return for a
calendar quarter was -11.79% (quarter ending September 1998).


The Fund's year to date return as of Sept. 30, 1999 was +7.22%.


Average Annual Total Returns (as of Dec. 31, 1998)
                                         1 year        Since inception
- -------------------------------------------------------------------------------
 AXP VP -- New Dimensions Fund           +28.64%           +24.29%a
 S&P 500 Index                           +28.57%           +25.39%b
 Lipper Growth Fund Index                +25.69%           +23.73%b
- --------------------------------------------------------------------------------
a Inception date was May 1, 1996.
b Measurement period started May 1, 1996.


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


The S&P 500 Index,  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.  However,  the S&P 500 Index companies are generally  larger than
those in which the Fund invests.


<PAGE>

Lipper  Growth Fund Index,  an unmanaged  index  published by Lipper  Analytical
Services,  Inc.,  includes  30 funds  that are  generally  similar  to the Fund,
although some funds in the index may have somewhat different investment policies
or  objectives.  The  securities  included in the indexes may not be the same as
those held by the Fund.

MANAGEMENT
Gordon Fines manages the day-to-day  operations of AXP Variable Portfolio -- New
Dimensions  Fund. He joined AEFC in 1981 and currently  serves as vice president
and senior  portfolio  manager.  He also serves as  portfolio  manager of Growth
Trends Portfolio and leads the growth team for AEFC.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>

AXP Variable Portfolio -- Small Cap Advantage Fund

GOAL
The Fund seeks to provide  shareholders with long-term  capital growth.  Because
any investment involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's  assets  primarily  are invested in equity  securities.  Under normal
market conditions,  at least 80% of the Fund's net assets are invested in equity
securities of small  companies.  These companies will often be those included in
the S&P SmallCap 600 Index or the Russell 2000 Index.

In pursuit of the Fund's goal, AEFC, the Fund's investment  advisor,  employs an
active investment strategy that focuses on individual

stock selection.

AEFC manages the Fund to provide  diversified  exposure to the small cap segment
of the U.S. stock market.  Under normal market  conditions,  it is expected that
the Fund  will be fully  invested  in common  stocks,  and will  typically  hold
between 175 and 225 issues, across a wide range of industries.

AEFC buys stocks based on an analysis of valuation and earnings.  This selection
discipline  favors  companies that exhibit:

o    Attractive  valuations,  based on measures such as the ratio of stock price
     to company earnings, free cash flow or book value; and

o    Improving  earnings,  based on an analysis of trends in earnings  forecasts
     and prior  period  earnings  that were better than  expected,  as well as a
     qualitative assessment of the company's competitive market position.

AEFC will normally sell a stock holding if:

     --   the stock's price moves above a reasonable valuation target; or

     --   the company's financial performance fails to meet expectations.

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market securities and debt securities (of any rating).


During  weak or  declining  markets,  the Fund may invest  more of its assets in
money market  securities.  Although  the Fund would  invest in these  securities
primarily to reduce risk,  this type of  investment  also could prevent the Fund
from  achieving  its  investment  objective.  During these times,  AEFC may make
frequent securities trades that could result in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:

   Market Risk

   Small Company Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Small Company Risk
Investments  in small and medium  companies  often  involve  greater  risks than
investments  in larger,  more  established  companies  because  small and medium
companies  may lack the  management  experience,  financial  resources,  product
diversification and competitive  strengths of larger companies.  In addition, in
many  instances  the  securities  of small and medium  companies are traded only
over-the-counter  or on regional  securities  exchanges  and the  frequency  and
volume  of their  trading  is  substantially  less  than is  typical  of  larger
companies.


PAST PERFORMANCE
The Fund  commenced  operations  in  September  1999 and  therefore  performance
information is not available.

MANAGEMENT
Jacob E. Hurwitz and Kent A. Kelley are primarily responsible for the day-to-day
management of AXP Variable  Portfolio -- Small Cap Advantage Fund. They are both
principals  and senior  portfolio  managers at Kenwood  Capital  Management  LLC
(Kenwood),  an indirect  subsidiary of AEFC. Besides managing the assets of this
Fund,  Kenwood  manages the equity  portion of Total Return  Portfolio,  the AXP
Small Cap Advantage  Fund and a portion of AXP Strategy  Aggressive  Fund.  Jake
Herwig and Kent  Kelley  also  manage a portion  of AXP  Variable  Portfolio  --
Strategy Aggressive Fund.

From 1992 until the  establishment  of Kenwood in 1998,  Jake Hurwitz  served as
senior vice  president  and equity  portfolio  manager at  Travelers  Investment
Management  Company  (TIMCO)  where  he had  primary  responsibility  for  stock
selection and portfolio management for TIMCO's small- and mid-cap portfolios.


Prior to the  establishment  of Kenwood in 1998, Kent Kelley was chief executive
officer at TIMCO.  From 1993 to 1995, Mr. Kelley served as TIMCO's president and
chief executive officer.  As chief executive officer, he was responsible for all
portfolio management, research and trading operations.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  managers and will have  substantially  similar investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>


AXP Variable Portfolio -- Strategy Aggressive Fund
(formerly known as IDS Life Aggressive Growth Fund)


GOAL
The Fund seeks to provide  shareholders with capital  appreciation.  Because any
investment involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund primarily invests in securities of growth companies.

The  selection  of  common  stocks  is the  primary  decision  in  building  the
investment portfolio.

In pursuit of the Fund's goal,  AEFC,  the Fund's  investment  advisor,  chooses
equity  investments  by:

o    Considering  opportunities  and risks  within  growing  industries  and new
     technologies.

o    Selecting companies that AEFC believes have aggressive growth prospects.

o    Identifying small and medium companies with:

     --   effective management,

     --   financial strength, and

     --   competitive market position.

In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued relative to other potential investments,

     --   the security has reached AEFC's price objective,

     --   the company's characteristics change,

     --   the company has met AEFC's earnings and/or growth expectations,

     --   political,  economic,  or other  events  could  affect  the  company's
          performance,

     --   AEFC  wishes  to  minimize   potential   losses  (i.e.,  in  a  market
          down-turn),

     --   AEFC wishes to lock-in profits,

     --   AEFC identifies a more attractive opportunity, and

     --   the  company or the  security  continues  to meet the other  standards
          described above.


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments  such  as  foreign   securities,   money  market  securities,   debt
obligations (of any rating) and convertible securities.  Additionally,  the Fund
may utilize derivative  instruments to produce  incremental  earnings,  to hedge
existing positions and to increase flexibility.

During weak or declining  markets or when growth  opportunities are unavailable,
the Fund may invest more of its assets in money market securities.  Although the
Fund  primarily  will invest in these  securities to avoid losses,  this type of
investing also could prevent the Fund from  achieving its investment  objective.
During these times,  AEFC may make frequent  securities trades that could result
in increased fees and expenses. Additionally, the Fund's portfolio turnover rate
may be affected by short-term  investment  strategies.  High portfolio  turnover
could  result in  increases  in  transaction  costs and may  result in  realized
capital gains.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:

   Market Risk

   Style Risk

   Small Company Risk

   Issuer Risk

Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Style Risk
AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
significantly and quickly.

Small Company Risk
Investments  in small and medium  companies  often  involve  greater  risks than
investments  in larger,  more  established  companies  because  small and medium
companies  may lack the  management  experience,  financial  resources,  product
diversification and competitive  strengths of larger companies.  In addition, in
many  instances  the  securities  of small and medium  companies are traded only
over-the-counter  or on regional  securities  exchanges  and the  frequency  and
volume  of their  trading  is  substantially  less  than is  typical  of  larger
companies.

Issuer Risk
The risk that an  issuer,  or the value of its  stocks  or bonds,  will  perform
poorly. Poor performance may be caused by poor management decisions, competitive
pressures, breakthroughs in technology, reliance on suppliers, labor problems or
shortages, corporate restructurings, fraudulent disclosures or other factors.

<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.


 AXP VP -- Strategy Aggressive Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
                             +13.07%   -6.31%  +31.76%  +16.22%  +12.64%  +2.62%
1989   1990    1991   1992   1993       1994   1995     1996     1997     1998
- --------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +18.49%  (quarter  ending  December 1998 and the lowest return for a
calendar quarter was -22.74% (quarter ending September 1998).


The Fund's year to date return as of Sept. 30, 1999 was +9.31%.

<PAGE>


 Average Annual Total Returns (as of Dec. 31, 1998)
                                        1 year      5 years      Since inception
- -------------------------------------------------------------------------------
 AXP VP -- Strategy Aggressive Fund     +2.62%       +10.65%       +10.81%a
 S&P 500 Index                          +28.57%      +24.01%       +19.80%b
 Russell Midcap Growth Index            +17.86%      +17.36%       +15.21%b
- -------------------------------------------------------------------------------
a Inception date was Jan. 13, 1992.
b Measurement period started Feb. 1, 1992.


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


The S&P 500 Index,  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.  However,  the S&P 500 Index companies are generally  larger than
those in which the Fund invests.


Russell Midcap Growth Index,  an unmanaged  list of common stocks,  measures the
performance   of  the  800  smallest   companies  in  the  Russell  1000  Index,
representing approximately 35% of the total market capitalization of the Russell
1000 Index.


The securities  included in the indexes may not be the same as those held by the
Fund.

MANAGEMENT
Louis Giglio, senior portfolio manager, began managing the day-to-day operations
of AXP Variable  Portfolio -- Strategy  Aggressive Fund in April 1998. He joined
AEFC in January  1994 as a senior  equity  analyst.  He also serves as portfolio
manager  for AXP  Strategy  Aggressive  Fund,  IDS Life  Series  Fund --  Equity
Portfolio and the World  Technologies  Portfolio.  Prior to joining AEFC, he had
eight years of experience as a financial  analyst with Bear,  Stearns & Co. Inc.
covering the microcomputer software and computer services industries.

Jacob E.  Herwitz  and Kent A. Kelley  began  managing a portion of this Fund in
July 1999.  Jake and Kent are both principals and senior  portfolio  managers at
Kenwood Capital Management LLC (Kenwood),  an indirect  subsidiary of AEFC which
manages the AXP Small Cap Advantage  Fund,  the AXP Variable  Portfolio -- Small
Cap Advantage Fund, the equity portion of Total Return Portfolio,  and a portion
of AXP Strategy Aggressive Fund.

From 1992 until 1998,  Jake Hurwitz  served as senior vice  president and equity
portfolio manager at Travelers  Investment  Management  Company (TIMCO) where he
had primary  responsibility  for stock  selection and portfolio  management  for
TIMCO's small- and mid-cap portfolios.

Prior to 1998,  Kent Kelley was chief executive  officer at TIMCO.  From 1993 to
1995, Mr. Kelley served as TIMCO's  president and chief  executive  officer.  As
chief  executive  officer,  he was  responsible  for all  portfolio  management,
research and trading operations.

The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  managers and will have  substantially  similar investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


<PAGE>

Fees and Expenses

Fund investors pay various  expenses.  The summary below  describes the fees and
expenses  that you would pay if you buy a  variable  annuity  or life  insurance
policy and allocate your purchase payments to the subaccount that invests in the
Fund.

SHAREHOLDER FEES (fees paid directly from your investment)
Because the Fund is the underlying  investment vehicle for a variable annuity or
life insurance policy, there is no sales charge for the purchase or sale of Fund
shares.  However,  there may be charges associated with your annuity contract or
life insurance policy,  including those that may be associated with surrender or
withdrawal. Any charges that apply to the subaccount and your contract or policy
are described in the annuity or life insurance policy prospectus.

ANNUAL FUND OPERATING  EXPENSES  (expenses that are deducted from Fund assets)

o    Management Fees

The Fund pays IDS Life  Insurance  Company  (IDS  Life) a fee for  managing  its
assets.  AXP  Variable  Portfolio  -- Blue Chip  Advantage  Fund,  AXP  Variable
Portfolio -- Diversified  Equity Income Fund, AXP Variable  Portfolio -- Federal
Income Fund, AXP Variable Portfolio -- Growth Fund and AXP Variable Portfolio --
Small Cap Advantage Fund commenced operations in September 1999.
Therefore, no management fees were paid for these Funds for the most recent
fiscal year.  The fee schedule for each of these Funds is:
<TABLE>
<CAPTION>


       AXP Variable Portfolio --

     Blue Chip Advantage Fund and

       AXP Variable Portfolio --                                               AXP Variable Portfolio --

    Diversified Equity Income Fund                                                Federal Income Fund
<S>    <C>          <C>                                               <C>                     <C>
Assets               Annual rate at                                    Assets                   Annual rate at
(billions)           each asset level                                 (billions)                each asset level
First  $0.50            0.560%                                          First   $1.00              0.610%

Next    0.50            0.545                                           Next     1.00              0.595

Next    1.00            0.530                                           Next     1.00              0.580

Next    1.00            0.515                                           Next     3.00              0.565

Next    3.00            0.500                                           Next     3.00              0.550

Over    6.00            0.470                                           Over     9.00              0.535



        AXP Variable Portfolio --                                              AXP Variable Portfolio --

             Growth Fund                                                       Small Cap Advantage Fund

Assets                Annual rate at                                     Assets               Annual rate at
(billions)            each asset level                                (billions)              each asset level
First  $1.00            0.630%                                          First   $0.25              0.790%

Next    1.00            0.615                                           Next     0.25              0.770

Next    1.00            0.600                                           Next     0.25              0.750

Next    3.00            0.585                                           Next     0.25              0.730

Over    6.00            0.570                                           Next     1.00              0.710

                                                                        Over     2.00              0.650
</TABLE>

<PAGE>


For the most recent fiscal year,  the following  management  fees were paid as a
percentage of average daily net assets:
              Fund                                            Fee
- -------------------------------------------------------------------------------
 AXP Variable Portfolio-- Bond Fund                          0.60%
 AXP Variable Portfolio-- Capital Resource Fund              0.60
 AXP Variable Portfolio-- Cash Management Fund               0.51
 AXP Variable Portfolio-- Extra Income Fund                  0.62
 AXP Variable Portfolio-- Global Bond Fund                   0.84
 AXP Variable Portfolio-- International Fund                 0.83
 AXP Variable Portfolio-- Managed Fund                       0.59
 AXP Variable Portfolio-- New Dimensions Fund                0.61
 AXP Variable Portfolio-- Strategy Aggressive Fund           0.60
- -------------------------------------------------------------------------------


o    Distribution (12b-1) Fees


     The Fund has a plan under Rule 12b-1 of the Investment Company Act of 1940.
     The Fund pays IDS Life an annual fee of up to 0.125% of  average  daily net
     assets as payment for  distributing  its shares and  providing  shareholder
     services.  Because this fee is paid out of the Fund's assets on an on-going
     basis, over time this fee will increase the cost of your investment and may
     cost you more than paying other types of sales charges.


o    Other Expenses

     The Fund pays taxes,  brokerage  commissions and other nonadvisory expenses
     including administrative and accounting services.

o    Expense Limitation

     Through Aug. 31, 2000,  IDS Life and AEFC have agreed to waive certain fees
     and  reimburse  expenses  to the  extent  that  total  expenses  exceed the
     following percentage of Fund average daily net assets:

          AXP  Variable Portfolio-- Blue Chip Advantage Fund             0.950%

          AXP  Variable Portfolio -- Diversified Equity Income Fund      0.950

          AXP  Variable Portfolio-- Federal Income Fund                  0.875

          AXP  Variable Portfolio-- Growth Fund                          0.950

          AXP  Variable Portfolio-- Small Cap Advantage Fund             1.225

<PAGE>

Buying and Selling Shares


VALUING FUND SHARES
The net asset value  (NAV) is the value of a single Fund share.  The NAV usually
changes daily,  and is calculated at the close of business of the New York Stock
Exchange,  normally 3 p.m. Central Time (CT), each business day (any day the New
York Stock Exchange is open).


AXP  Variable  Portfolio  -- Cash  Management  Fund's  securities  are valued at
amortized cost. In valuing assets of all other Funds, the Fund's investments are
valued based on market  quotations,  or where market  quotations are not readily
available,  based on methods  selected in good faith by the board. If the Fund's
investment policies permit it to invest in securities that are listed on foreign
stock  exchanges  that  trade on  weekends  or other days when the Fund does not
price its shares,  the value of the Fund's underlying  investments may change on
days when you could not buy or sell  shares of the Fund.  Please see the SAI for
further information.

PURCHASING SHARES
You may not buy (nor will you own)  shares of the Fund  directly.  You invest by
buying a variable  annuity or life insurance policy and allocating your purchase
payments to the subaccount that invests in the Fund. Your purchase price will be
the next  NAV  calculated  after  your  request  is  received  by the Fund or an
authorized insurance company.

For further  information  concerning minimum and maximum payments and submission
and acceptance of your  application,  see your annuity or life insurance  policy
prospectus.

TRANSFERRING/SELLING SHARES
There is no sales charge for the sale of Fund  shares,  but there may be charges
associated  with the surrender or  withdrawal  of your annuity  contract or life
insurance policy.  Any charges that apply to the subaccount and your contract or
policy are described in your annuity or life insurance policy prospectus.

You may transfer  all or part of your value in a subaccount  investing in shares
of the Fund to one or more of the other subaccounts investing in shares of other
funds with different investment objectives.


You  may  provide   instructions  to  sell  any  shares  you  allocated  to  the
subaccounts.  An authorized agent will mail your payment within seven days after
accepting  your surrender or withdrawal  request.  The amount you receive may be
more or less than the amount you invested.  Your sale price will be the next NAV
calculated after your request is received by the Fund or an authorized insurance
company.


Please  refer to your  annuity  or life  insurance  policy  prospectus  for more
information  about  transfers  among  subaccounts  as  well  as  surrenders  and
withdrawals.

<PAGE>

Distributions and Taxes

The Fund distributes to shareholders  (subaccounts)  dividends and capital gains
to qualify as a  regulated  investment  company  and to avoid  paying  corporate
income and excise taxes.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The  Fund's  net  investment   income  is   distributed   to  the   shareholders
(subaccounts)  as dividends.  Capital gains are realized when a security is sold
for a higher price than was paid for it. Each  realized  capital gain or loss is
either long-term or short-term depending on the length of time the Fund held the
security.  Realized  capital gains or losses offset each other. The Fund offsets
any net realized  capital gains by any available  capital loss  carryovers.  Net
short-term  capital gains are included in net  investment  income.  Net realized
long-term capital gains, if any, are distributed by the end of the calendar year
as capital gain distributions.

REINVESTMENT
Since the distributions are automatically  reinvested in additional Fund shares,
the total value of your holdings will not change.  The reinvestment price is the
next calculated NAV after the distribution is paid.

TAXES
The Fund intends to comply with the regulations  relating to the diversification
requirements under section 817(h) of the Internal Revenue Code.

Important:  This information is a brief and selective summary of some of the tax
rules that apply to the Fund.  Because  tax matters  are highly  individual  and
complex, you should consult a qualified tax advisor.

Federal income taxation of subaccounts,  life insurance  companies and annuities
or life insurance policies is discussed in your annuity or life insurance policy
prospectus.

<PAGE>

About the Company

BUSINESS STRUCTURE

Annuity or life insurance contract owners invest in a subaccount

Subaccount invests in the Fund

Sub-Advisor:
American Express Asset Management International Inc.
Subadvises AXP Variable Portfolio -- International Fund.

Kenwood Capital  Management LLC Subadvises
AXP Variable Portfolio -- Small Cap Advantage Fund.

American Express Asset Mangement Group Inc.
Subadvises AXP Variable Portfolio -- Strategy Aggressive Fund.

Investment Advisor:
American Express Financial Corporation
Executes purchases and sales and negotiates brokerage as directed by IDS Life.

Administrative  Services Agent:
American Express Financial  Corporation  Provides  administrative and accounting
services for the Fund: receives a fee based on assets.

Investment Manager:
IDS Life Insurance  Company  Manages the Fund's  investments  and receives a fee
based on average daily net assets.

The Fund

Custodian:
American  Express Trust Company Provides  safekeeping of assets:  receives a fee
that varies based on the number of securities held.

Sub-Custodian:
Bank of New York

<PAGE>

ABOUT IDS LIFE AND AEFC
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.


IDS  Life is a  wholly-owned  subsidiary  of  AEFC,  located  at IDS  Tower  10,
Minneapolis,  MN  55440-0010.  The AEFC  family  of  companies  offers  not only
insurance and annuities,  but also mutual funds,  investment  certificates and a
broad  range of  financial  management  services.  AEFC has been a  provider  of
financial  services  since 1894 and as of the end of the most recent fiscal year
managed more than $228 billion in assets.


AEFC 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.

YEAR 2000
The Fund could be adversely  affected if the  computer  systems used by AEFC and
the Fund's  other  service  providers  do not  properly  process  and  calculate
date-related  information from and after Jan. 1, 2000.  While Year  2000-related
computer  problems could have a negative  effect on the Fund, AEFC is working to
avoid such problems and to obtain  assurances  from service  providers that they
are taking similar steps.

The companies,  governments or  international  markets in which the Fund invests
also may be adversely  affected by Year 2000  issues.  To the extent a portfolio
holding is adversely affected by a Year 2000 processing issue, the Fund's return
could be adversely affected.

<PAGE>
<TABLE>
<CAPTION>

Financial Highlights

AXP VP -- Bond Fund

Fiscal period ended Aug. 31,
Per share income and capital changesa
<S>                                        <C>               <C>              <C>               <C>               <C>
                                              1999              1998             1997              1996              1995
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $11.08            $11.99           $11.54            $11.58            $11.05

Income from investment operations:

Net investment income (loss)                    .79               .88              .85               .88               .88
Net gains (losses) (both realized
and unrealized)                                (.52)             (.68)             .52              (.07)              .56

Total from investment operations                .27               .20             1.37               .81              1.44

Less distributions:

Dividends from net investment income           (.77)             (.85)            (.84)             (.85)             (.87)

Distributions from realized gains              (.02)             (.26)            (.07)               --              (.02)

Excess distributions from realized gains         --                --             (.01)               --              (.02)

Total distributions                            (.79)            (1.11)            (.92)             (.85)             (.91)

Net asset value, end of period               $10.56            $11.08           $11.99            $11.54            $11.58
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)      $1,750            $1,852           $1,923            $1,912            $1,703

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

Ratio of net investment income (loss)
to average daily net assets                   7.22%             7.39%            7.18%             7.47%             8.08%

Portfolio turnover rate
(excluding short-term securities)               68%               48%              73%               56%               56%

Total returnb                                 2.40%             1.54%           12.24%             5.82%            13.75%
- -----------------------------------------------------------------------------------------------------------------------------------

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.

<PAGE>

AXP VP -- Capital Resource Fund

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

                                              1999              1998             1997              1996              1995
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $26.80            $27.97           $25.57            $24.42            $23.43

Income from investment operations:

Net investment income (loss)                    .06               .11              .16               .30               .29

Net gains (losses)(both realized              10.28              (.54)            6.45              1.22              3.70
and unrealized)

Total from investment operations              10.34              (.43)            6.61              1.52              3.99

Less distributions:

Dividends from net investment income           (.06)             (.11)            (.15)             (.29)             (.29)

Distributions from realized gains             (2.46)             (.63)           (4.05)             (.07)            (2.71)

Excess distributions from realized gains        --                 --             (.01)             (.01)              --

Total distributions                           (2.52)             (.74)           (4.21)             (.37)            (3.00)

Net asset value, end of period               $34.62             $26.80          $27.97            $25.57            $24.42
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)      $5,621            $4,453           $4,867            $4,372            $3,845

Ratio of expenses to average daily net assets   .66%              .66%             .67%              .68%              .69%

Ratio of net investment income (loss)
to average daily net assets                     .17%              .34%             .61%             1.15%             1.22%

Portfolio turnover rate
(excluding short-term securities)               56%               68%             110%              131%               88%

Total returnb                                 40.12%            (1.67%)          28.47%             6.15%            17.18%
- -----------------------------------------------------------------------------------------------------------------------------------

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.

<PAGE>

AXP VP -- Cash Management Fund

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

                                               1999              1998             1997              1996              1995
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period          $1.00             $1.00            $1.00             $1.00             $1.00

Income from investment operations:

Net investment income (loss)                    .05               .05              .05               .05               .05

Less distributions:

Dividends from net investment income           (.05)             (.05)            (.05)             (.05)             (.05)

Net asset value, end of period                $1.00             $1.00            $1.00             $1.00             $1.00
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)       $690              $428             $421              $288               $227

Ratio of expenses to average daily net assets   .56%             .57%             .57%              .56%               .59%

Ratio of net investment income (loss)
to average daily net assets                    4.60%            5.13%            4.97%             5.02%              5.23%

Total returnb                                  4.72%            5.25%            5.05%             5.15%              5.27%
- -----------------------------------------------------------------------------------------------------------------------------------

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.

<PAGE>

AXP VP -- Extra Income Fund

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

                                               1999              1998             1997              1996b
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period          $9.54            $10.39            $9.77            $10.00

Income from investment operations:

Net investment income (loss)                    .92               .95              .88               .18

Net gains (losses) (both realized              (.69)            (.80)              .62              (.23)
and unrealized)

Total from investment operations                .23               .15             1.50              (.05)

Less distributions:

Dividends from net investment income           (.92)             (.95)            (.88)             (.18)

Distributions from realized gains              (.10)             (.05)             --                --

Total distributions                           (1.02)            (1.00)            (.88)             (.18)

Net asset value, end of period                 $8.75             $9.54           $10.39             $9.77
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)        $638              $564             $320               $49

Ratio of expenses to average daily net assets   .70%              .69%             .69%             1.53%c

Ratio of net investment income (loss)
to average daily net assets                   10.17%             9.21%            8.88%             8.14%c

Portfolio turnover rate
(excluding short-term securities)               50%               66%             104%               22%

Total returnd                                  2.61%             1.03%           16.80%             (.50%)
- ----------------------------------------------------------------------------------------------------------------------------------

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was May 1, 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>

AXP VP -- Global Bond Fund

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

                                               1999              1998             1997              1996b
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $10.09            $10.32           $10.08            $10.00

Income from investment operations:

Net investment income (loss)                    .55               .60              .51               .12

Net gains (losses) (both realized              (.29)             (.21)             .14               .07
and unrealized)

Total from investment operations                .26               .39              .65               .19

Less distributions:

Dividends from net investment income           (.51)             (.58)            (.41)             (.11)

Distributions from realized gains               --               (.04)              --                --

Total distributions                            (.51)             (.62)            (.41)             (.11)

Net asset value, end of period                $9.84            $10.09           $10.32            $10.08
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)        $197              $183             $119               $21

Ratio of expenses to average daily net assets   .96%              .95%             .97%             1.77%c

Ratio of net investment income (loss)
to average daily net assets                    5.36%             5.81%            5.66%             4.96%c

Portfolio turnover rate
(excluding short-term securities)               56%               14%              36%                4%

Total returnd                                  2.50%             3.82%            6.47%             2.00%
- -----------------------------------------------------------------------------------------------------------------------------------

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was May 1, 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>

AXP VP -- International Fund

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

                                               1999              1998             1997              1996              1995
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $14.25            $14.09           $13.30            $12.55            $12.91

Income from investment operations:

Net investment income (loss)                    .12               .14              .18               .20               .17

Net gains (losses) (both realized              3.04              .42              1.06              1.01              (.37)
and unrealized)

Total from investment operations               3.16               .56             1.24              1.21              (.20)

Less distributions:

Dividends from net investment income           (.07)             (.15)            (.17)             (.44)             (.16)

Distributions from realized gains              (.08)             (.19)            (.28)             (.02)               --

Excess distributions from realized gains         --              (.06)              --                --                --

Total distributions                            (.15)             (.40)            (.45)             (.46)             (.16)

Net asset value, end of period                $17.26            $14.25           $14.09            $13.30            $12.55
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)       $2,221            $2,023           $2,105            $1,874            $1,442

Ratio of expenses to average daily net assets   .94%              .94%             .97%              .96%             1.03%

Ratio of net investment income (loss)
to average daily net assets                     .70%              .94%            1.30%             1.28%             1.56%

Portfolio turnover rate
(excluding short-term securities)              102%               86%              91%               58%               38%

Total returnb                                 22.18%             4.09%            9.34%             9.64%            (1.80%)
- ----------------------------------------------------------------------------------------------------------------------------------

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.

<PAGE>

AXP VP -- Managed Fund

Fiscal period ended Aug. 31,

Per share income and capital changesa

                                               1999              1998             1997              1996              1995
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $17.25            $18.87           $16.00            $14.85            $13.65

Income from investment operations:

Net investment income (loss)                    .50               .49              .46               .46               .40

Net gains (losses) (both realized              3.29             (.12)             3.93              1.15              1.20
and unrealized)

Total from investment operations               3.79               .37             4.39              1.61              1.60

Less distributions:

Dividends from net investment income           (.49)             (.48)            (.45)             (.46)             (.40)

Distributions from realized gains             (1.71)            (1.50)           (1.06)               --                --

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

Total distributions                           (2.20)            (1.99)           (1.52)             (.46)             (.40)

Net asset value, end of period               $18.84            $17.25           $18.87            $16.00            $14.85
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)      $5,046            $4,413           $4,445            $3,482            $3,044

Ratio of expenses to average daily net assets   .63%              .64%             .64%              .65%              .68%

Ratio of net investment income (loss)
to average daily net assets                    2.62%             2.56%            2.65%             2.94%             2.96%

Portfolio turnover rate
(excluding short-term securities)               44%               50%              72%               85%               72%

Total returnb                                 22.98%             1.74%           27.50%            11.01%            11.93%
- -----------------------------------------------------------------------------------------------------------------------------------

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.

<PAGE>

AXP VP -- New Dimensions Fund

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

                                               1999              1998             1997              1996b
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $13.29            $12.95            $9.94            $10.00

Income from investment operations:

Net investment income (loss)                    .06               .08              .10               .03

Net gains (losses) (both realized              5.60               .34             3.01              (.06)
and unrealized)

Total from investment operations               5.66               .42             3.11              (.03)

Less distributions:

Dividends from net investment income           (.06)             (.08)            (.10)             (.03)

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

Total distributions                            (.08)             (.08)            (.10)             (.03)

Net asset value, end of period                $18.87            $13.29           $12.95             $9.94
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)       $3,538            $1,960           $1,307              $171

Ratio of expenses to average daily net assets   .68%              .69%             .72%             1.04%c

Ratio of net investment income (loss)
to average daily net assets                     .34%              .59%            1.04%             1.69%c

Portfolio turnover rate
(excluding short-term securities)               27%               34%              29%                4%

Total returnd                                 42.61%             3.19%           31.40%             (.22%)
- -----------------------------------------------------------------------------------------------------------------------------------

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was May 1, 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>

AXP VP -- Strategy Aggressive Fund

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

                                               1999              1998             1997              1996              1995
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period         $13.10            $17.17           $16.04            $14.44            $11.46

Income from investment operations:

Net investment income (loss)                    .05               .01              .08               .10               .08

Net gains (losses) (both realized              4.36            (2.57)             2.84              1.60              2.98
and unrealized)2

Total from investment operations               4.41             (2.56)            2.92              1.70              3.06

Less distributions:

Dividends from net investment income           (.05)             (.01)            (.08)             (.10)             (.08)

Distributions from realized gains             (1.00)            (1.49)           (1.71)               --                --

Excess distributions from realized gains        --               (.01)             --                 --                --

Total distributions                           (1.05)            (1.51)           (1.79)             (.10)             (.08)

Net asset value, end of period                $16.46            $13.10           $17.17            $16.04            $14.44
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)       $2,327            $1,976           $2,427            $1,941            $1,412

Ratio of expenses to average daily net assets   .67%              .66%             .68%              .69%              .70%

Ratio of net investment income (loss)
to average daily net assets                     .31%              .08%             .47%              .65%              .72%

Portfolio turnover rate
(excluding short-term securities)               207%              176%             218%              189%              116%

Total returnb                                 35.27%           (16.40%)          18.60%            11.82%            26.80%
- -----------------------------------------------------------------------------------------------------------------------------------

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>

The  information  in these  tables  has been  audited  by KPMG 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>

Additional  information  about the Fund and its  investments is available in the
Fund's SAI, annual and semiannual reports to shareholders.  In the Fund's annual
report,  you  will  find  a  discussion  of  market  conditions  and  investment
strategies that significantly affected the Fund during the last fiscal year. The
SAI is incorporated by reference in this prospectus. For a free copy of the SAI,
the annual report or the semiannual report, or to make inquiries about the Fund,
contact American Express Variable Portfolio Funds.

American Express Variable Portfolio Funds
IDS Tower 10
Minneapolis, MN 55440-0010
800-437-0602
TTY: 800-285-8846

You may review and copy  information  about the Fund,  including the SAI, at the
Securities  and Exchange  Commission's  (Commission)  Public  Reference  Room in
Washington,   D.C.  (for  information  about  the  public  reference  room  call
1-800-SEC-0330).  Reports and other  information about the Fund are available on
the Commission's Internet site at http://www.sec.gov. Copies of this information
may be obtained by writing and paying a duplicating fee to the Public  Reference
Section of the Commission, Washington, D.C. 20549-6009.

Investment Company Act File #s:

AXP Variable Portfolio-- Blue Chip Advantage Fund              811-3218
AXP Variable Portfolio-- Bond Fund                             811-3219
AXP Variable Portfolio-- Capital Resource Fund                 811-3218
AXP Variable Portfolio-- Cash Management Fund                  811-3190
AXP Variable Portfolio-- Diversified Equity Income Fund        811-4252
AXP Variable Portfolio-- Extra Income Fund                     811-3219
AXP Variable Portfolio-- Federal Income Fund                   811-3219
AXP Variable Portfolio-- Global Bond Fund                      811-3219
AXP Variable Portfolio-- Growth Fund                           811-3218
AXP Variable Portfolio-- International Fund                    811-3218
AXP Variable Portfolio-- Managed Fund                          811-4252
AXP Variable Portfolio-- New Dimensions Fund                   811-3218
AXP Variable Portfolio-- Small Cap Advantage Fund              811-3218
AXP Variable Portfolio-- Strategy Aggressive Fund              811-3218
S-6466-99 R (10/99)

<PAGE>

American Express(R)
Variable Portfolio Funds


AXPSM Variable Portfolio --  New Dimensions Fund
(formerly known as IDS Life Growth Dimensions Fund)


PROSPECTUS/OCT. 29, 1999

Please note that the Fund:

o    is not a bank deposit

o    is not federally insured

o    is not endorsed by any bank or government agency

o    is not guaranteed to achieve its goal

Like all mutual funds,  the Securities and Exchange  Commission has not approved
or disapproved  these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.



American Express Financial Advisors
Managed by IDS Life Insurance Company

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:
The Fund                                                      3p
Goal                                                          3p
Investment Strategy                                           3p
Risks                                                         4p
Past Performance                                              5p
Management                                                    6p
Fees and Expenses                                             6p
Shareholder Fees                                              6p
Annual Fund Operating Expenses                                6p
Buying and Selling Shares                                     7p
Valuing Fund Shares                                           7p
Purchasing Shares                                             7p
Transferring/Selling Shares                                   7p
Distributions and Taxes                                       8p
About the Company                                             9p
Financial Highlights                                         11p

<PAGE>


The Fund
Please  remember  that you may not buy (nor  will  you own)  shares  of the Fund
directly.  You invest by buying a variable  annuity or life insurance policy and
allocating  your  purchase  payments to the variable  subaccount or account (the
subaccount) that invests in the Fund.


GOAL
The Fund seeks to provide shareholders with long-term growth of capital. Because
any investment involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund primarily  invests in common stocks showing  potential for  significant
growth.  These  companies  often  operate in areas where  dynamic  economic  and
technological changes are occurring.  The Fund may invest up to 30% of its total
assets in foreign investments.

The  selection  of  common  stocks  is the  primary  decision  in  building  the
investment portfolio.


In pursuit of the Fund's goal,  American Express Financial  Corporation  (AEFC),
the Fund's investment advisor,  chooses investments by:

o   Identifying companies that AEFC believes have above-average long-term growth
     potential based on:


     --   effective management,

     --   financial strength, and

     --   competitive market position.


o    Considering opportunities and risks by reviewing interest rate and economic
     forecasts both domestically and abroad.


In evaluating whether to sell a security,  AEFC considers,  among other factors,
whether:

     --   the security is overvalued relative to alternative investments,

     --   the company has met AEFC's  earnings  and/or growth  expectations,

     --   political,  economic,  or other  events  could  affect  the  company's
          performance,

     --   AEFC  wishes  to  minimize   potential   losses  (i.e.,  in  a  market
          down-turn), and

     --   AEFC identifies a more attractive opportunity.


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market  securities,  preferred stock, debt obligations
(of any rating), and convertible securities.  Additionally, the Fund may utilize
derivative  instruments  to  produce  incremental  earnings,  to hedge  existing
positions and to increase flexibility.


<PAGE>


During  weak  or  declining  markets  or  when  growth  opportunities  are not
available,  the Fund may invest more of its assets in money  market  securities.
Although the Fund  primarily  will invest in these  securities  to avoid losses,
this type of investing also could prevent the Fund from achieving its investment
objective.  During these times,  AEFC may make frequent  securities  trades that
could result in increased fees and expenses.


For more  information  on strategies  and  holdings,  see the Fund's SAI and the
annual/semiannual reports.

RISKS
This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:


   Market Risk
   Style Risk
   Foreign Risk


Market Risk
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the  economy,  industry or the market as a whole.  The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Style Risk
AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
significantly and quickly.


Foreign Risk
The following are all components of foreign risk:


Country risk includes the political, economic and other conditions of a country.
These conditions include lack of publicly available information, less government
oversight  (including  lack of  accounting,  auditing  and  financial  reporting
standards),  the  possibility of  government-imposed  restrictions  and even the
nationalization of assets.

Currency risk results from the constantly  changing  exchange rate between local
currency and the U.S.  dollar.  Whenever the Fund holds  securities  valued in a
foreign  currency or holds the  currency,  changes in the  exchange  rate add or
subtract from the value of the investment.


Custody  risk refers to the process of clearing  and  settling  trades.  It also
covers  holding  securities  with local  agents and  depositories.  Low  trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.


<PAGE>

PAST PERFORMANCE
The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing:

o    how the Fund's  performance varied for each full calendar year shown on the
     chart below, and

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

How the Fund  performed  in the past does not indicate how the Fund will perform
in the future.


AXP VP -- New Dimensions Fund Performance (based on calendar years)
- --------------------------------------------------------------------------------
                                                               +24.37%  +28.64%
1989   1990    1991   1992   1993       1994   1995     1996     1997     1998
- --------------------------------------------------------------------------------

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was 24.72%  (quarter  ending  December 1998) and the lowest return for a
calendar quarter was -11.79% (quarter ending September 1998).

The Fund's year to date return as of Sept. 30, 1999 was +7.22%.

 Average Annual Total Returns (as of Dec. 31, 1998)
                                     1 year                      Since inception
- --------------------------------------------------------------------------------
 AXP VP -- New Dimensions Fund       +28.64%                           +24.29%a
 S&P 500 Index                       +28.57%                           +25.39%b
 Lipper Growth Fund Index            +25.69%                           +23.73%b
- --------------------------------------------------------------------------------
a Inception date was May 1, 1996
b Measurement period started May 1, 1996.


This table shows  total  returns  from a  hypothetical  investment  in the Fund.
Comparison  index returns are for the same  periods.  The results do not reflect
the expenses that apply to the variable  accounts or the policies.  Inclusion of
these charges would reduce total return for all periods shown.

For  purposes  of this  calculation,  information  about  the Fund  assumes  the
deduction of applicable  fund expenses and makes no  adjustments  for taxes that
may have been paid on the reinvested income and capital gains.


The S&P 500 Index,  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.  However,  the S&P 500 Index companies are generally  larger than
those in which the Fund invests.


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

The securities  included in the indexes may not be the same as those held by the
Fund.

<PAGE>

MANAGEMENT
Gordon Fines manages the day-to-day  operations of AXP Variable Portfolio -- New
Dimensions  Fund. He joined AEFC in 1981 and currently  serves as vice president
and senior  portfolio  manager.  He also serves as  portfolio  manager of Growth
Trends Portfolio and leads the growth team for AEFC.


The Fund was patterned after an existing retail fund managed by AEFC, the Fund's
investment  advisor.  The Fund has substantially  the same investment  policies,
goals and  objectives as the retail fund. In addition,  the Fund will be managed
by the same portfolio  manager and will have  substantially  similar  investment
strategies, techniques and characteristics as the retail fund. However, the Fund
is not the same as the  retail  fund.  The  Fund  will  have  its own  portfolio
holdings and its own fees and operating expenses.  Therefore, the performance of
the Fund may be greater or less than the performance of the retail fund.


Fees and Expenses
Fund investors pay various  expenses.  The summary below  describes the fees and
expenses  that you would pay if you buy a  variable  annuity  or life  insurance
policy and allocate your purchase payments to the subaccount that invests in the
Fund.

SHAREHOLDER FEES (fees paid directly from your investment)
Because the Fund is the underlying  investment vehicle for a variable annuity or
life insurance policy, there is no sales charge for the purchase or sale of Fund
shares.  However,  there may be charges associated with your annuity contract or
life insurance policy,  including those that may be associated with surrender or
withdrawal. Any charges that apply to the subaccount and your contract or policy
are described in the annuity or life insurance policy prospectus.

ANNUAL FUND OPERATING  EXPENSES  (expenses that are deducted from Fund assets)


o    Management Fees
     The Fund pays IDS Life Insurance  Company (IDS Life) a fee for managing its
     assets. For the most recent fiscal year, the following management fees were
     paid as a percentage of average daily net assets: AXP Variable Portfolio --
     New Dimensions Fund 0.61%

o    Distribution  (12b-1)  Fees
     The Fund has a plan under Rule 12b-1 of the Investment Company Act of 1940.
     The Fund pays IDS Life an annual fee of up to 0.125% of  average  daily net
     assets as payment for  distributing  its shares and  providing  shareholder
     services.  Because this fee is paid out of the Fund's assets on an on-going
     basis, over time this fee will increase the cost of your investment and may
     cost you more than paying other types of sales charges.


o    Other  Expenses
     The Fund pays taxes,  brokerage  commissions and other nonadvisory expenses
     including administrative and accounting services.

<PAGE>

Buying and Selling Shares

VALUING FUND SHARES

The net asset value  (NAV) is the value of a single Fund share.  The NAV usually
changes daily,  and is calculated at the close of business of the New York Stock
Exchange,  normally 3 p.m. Central  Standard Time (CST),  each business day (any
day the New York Stock Exchange is open).

The Fund's  investments are valued based on market  quotations,  or where market
quotations are not readily available, based on methods selected in good faith by
the board. If the Fund's  investment  policies permit it to invest in securities
that are listed on foreign stock  exchanges that trade on weekends or other days
when the Fund does not  price its  shares,  the value of the  Fund's  underlying
investments  may  change on days  when you  could not buy or sell  shares of the
Fund. Please see the SAI for further information.

PURCHASING SHARES

You may not buy (nor will you own)  shares of the Fund  directly.  You invest by
buying a variable  annuity or life insurance policy and allocating your purchase
payments to the subaccount that invests in the Fund. Your purchase price will be
the next  NAV  calculated  after  your  request  is  received  by the Fund or an
authorized insurance company.

For further  information  concerning minimum and maximum payments and submission
and acceptance of your  application,  see your annuity or life insurance  policy
prospectus.


TRANSFERRING/SELLING SHARES

There is no sales charge for the sale of Fund  shares,  but there may be charges
associated  with the surrender or  withdrawal  of your annuity  contract or life
insurance policy.  Any charges that apply to the subaccount and your contract or
policy are described in your annuity or life insurance policy prospectus.

You may transfer  all or part of your value in a subaccount  investing in shares
of the Fund to one or more of the other subaccounts investing in shares of other
funds with different investment objectives.


You  may  provide   instructions  to  sell  any  shares  you  allocated  to  the
subaccounts.  An authorized agent will mail your payment within seven days after
accepting  your surrender or withdrawal  request.  The amount you receive may be
more or less than the amount you invested.  Your sale price will be the next NAV
calculated after your request is received by the Fund or an authorized insurance
company.


Please  refer to your  annuity  or life  insurance  policy  prospectus  for more
information  about  transfers  among  subaccounts  as  well  as  surrenders  and
withdrawals.

<PAGE>

Distributions and Taxes

The Fund distributes to shareholders  (subaccounts)  dividends and capital gains
to qualify as a  regulated  investment  company  and to avoid  paying  corporate
income and excise taxes.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The  Fund's  net  investment   income  is   distributed   to  the   shareholders
(subaccounts)  as dividends.  Capital gains are realized when a security is sold
for a higher price than was paid for it. Each  realized  capital gain or loss is
either long-term or short-term depending on the length of time the Fund held the
security.  Realized  capital gains or losses offset each other. The Fund offsets
any net realized  capital gains by any available  capital loss  carryovers.  Net
short-term  capital gains are included in net  investment  income.  Net realized
long-term capital gains, if any, are distributed by the end of the calendar year
as capital gain distributions.

REINVESTMENT

Since the distributions are automatically  reinvested in additional Fund shares,
the total value of your holdings will not change.  The reinvestment price is the
next calculated NAV after the distribution is paid.

TAXES

The Fund intends to comply with the regulations  relating to the diversification
requirements under section 817(h) of the Internal Revenue Code.

Important:  This information is a brief and selective summary of some of the tax
rules that apply to the Fund.  Because  tax matters  are highly  individual  and
complex, you should consult a qualified tax advisor.

Federal income taxation of subaccounts,  life insurance  companies and annuities
or life insurance policies is discussed in your annuity or life insurance policy
prospectus.

<PAGE>

About the Company

BUSINESS STRUCTURE

Investment Advisor:
American Express Financial Corporation

Executes Purchases and sales negotiates brokerage as directed by IDS Life.

Administrative Services Agent:
American Express Financial Corporation

Provides administrative and accounting services for the Fund:  receives a fee
based on assets.

Investment Manager:
IDS Life Insurance Company

Manages the Fund's investments and receives a fee based on average daily net
assets.

Annuity or live insurance contract owners invest in a subaccount

Subaccount invests in the Fund

The Fund

Custodian:
American Express Trust Company

Provides safekeeping of assets: receives a fee that varies based on the number
of securities held.

Sub-Custodian:  Bank of New York

<PAGE>

ABOUT IDS LIFE AND AEFC

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.


IDS  Life is a  wholly-owned  subsidiary  of  AEFC,  located  at IDS  Tower  10,
Minneapolis,  MN  55440-0010.  The AEFC  family  of  companies  offers  not only
insurance and annuities,  but also mutual funds,  investment  certificates and a
broad  range of  financial  management  services.  AEFC has been a  provider  of
financial  services  since 1894 and as of the end of the most recent fiscal year
managed more than $228 billion in assets.


AEFC 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.


YEAR 2000
The Fund could be adversely  affected if the  computer  systems used by AEFC and
the Fund's  other  service  providers  do not  properly  process  and  calculate
date-related  information from and after Jan. 1, 2000.  While Year  2000-related
computer  problems could have a negative  effect on the Fund, AEFC is working to
avoid such problems and to obtain  assurances  from service  providers that they
are taking similar steps.


The companies,  governments or  international  markets in which the Fund invests
also may be adversely  affected by Year 2000  issues.  To the extent a portfolio
holding is adversely affected by a Year 2000 processing issue, the Fund's return
could be adversely affected.


<PAGE>

Financial Highlights
AXP VP -- New Dimensions Fund


Fiscal period ended Aug. 31,

Per share income and capital changesa
<TABLE>
<CAPTION>
<S>                                                    <C>               <C>             <C>        <C>
                                                       1999              1998            1997        1996b

Net asset value, beginning of period                   $13.29            $12.95          $9.94       $10.00

Income from investment operations:

Net investment income (loss)                           .06               .08             .10         .03

Net gains (losses) (both realized and unrealized       5.60              .34             3.01        (.06)

Total from investment operations                       5.66              .42             3.11        (.03)

Less distributions:

Dividends from net investment income                   (.06)            (.08)            (.10)       (.03)

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

Total distributions                                    (.08)           (.08)            (.10)        (.03)

Net asset value, end of period                         $18.87          $13.29           $12.95       $9.94

 Ratios/supplemental data
Net assets, end of period (in millions)                $3,538          $1,960           $1,307       $171

Ratio of expenses to average daily net assets          .68%            .69%             .72%         1.04%c

Ratio of net investment income (loss)
to average daily net assets                            .34%            .59%             1.04%        1.69%c

Portfolio turnover rate
(excluding short-term securities)                      27%             34%              29%          4%

Total returnd                                          42.61%          3.19%            31.40%       (.22%)
</TABLE>

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was May 1, 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 this  table  has  been  audited  by KPMG  LLP,  independent
auditors.  The independent auditor's report and additional information about the
performance  of the Fund is contained in the Fund's annual report which,  if not
included with this prospectus, may be obtained without charge.

<PAGE>


<PAGE>

Additional  information about the Fund and its investments is available in the
Fund's SAI, annual and semiannual reports to shareholders.

In the Fund's annual report, you will find a discussion of market conditions and
investment  strategies  that  significantly  affected  the Fund  during the last
fiscal year. The SAI is incorporated by reference in this prospectus. For a free
copy  of the  SAI,  the  annual  report  or the  semiannual  report,  or to make
inquiries about the Fund, contact American Express Variable Portfolio Funds.

American Express Variable Portfolio Funds
IDS Tower 10
Minneapolis, MN 55440-0010
800-437-0602
TTY: 800-285-8846

You may review and copy  information  about the Fund,  including the SAI, at the
Securities  and Exchange  Commission's  (Commission)  Public  Reference  Room in
Washington,   D.C.  (for  information  about  the  public  reference  room  call
1-800-SEC-0330).  Reports and other  information about the Fund are available on
the Commission's Internet site at http://www.sec.gov. Copies of this information
may be obtained by writing and paying a duplicating fee to the Public  Reference
Section of the Commission, Washington, D.C. 20549-6009.

Investment Company Act File #811-3218

<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                 AXPSM Variable Portfolio - Income Series, Inc.
                      AXPSM Variable Portfolio - Bond Fund
                  AXPSM Variable Portfolio - Extra Income Fund
                 AXPSM Variable Portfolio - Federal Income Fund
                   AXPSM Variable Portfolio - Global Bond Fund
               AXPSM Variable Portfolio - Investment Series, Inc.
               AXPSM Variable Portfolio - Blue Chip Advantage Fund
                AXPSM Variable Portfolio - Capital Resource Fund
                     AXPSM Variable Portfolio - Growth Fund
                  AXPSM Variable Portfolio - International Fund
                 AXPSM Variable Portfolio - New Dimensions Fund
               AXPSM Variable Portfolio - Small Cap Advantage Fund
               AXPSM Variable Portfolio - Strategy Aggressive Fund
                 AXPSM Variable Portfolio - Managed Series, Inc.
            AXPSM Variable Portfolio - Diversified Equity Income Fund
             AXPSM Variable Portfolio - Managed Fund AXPSM Variable
                      Portfolio - Money Market Series, Inc.
                 AXPSM Variable Portfolio - Cash Management Fund

(singularly and  collectively,  where the context  requires,  referred to as the
Fund)
                                  Oct. 29, 1999

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus and the Financial  Statements contained in the
most recent Annual Report to  Shareholders  (Annual Report) that may be obtained
from your  financial  advisor  or by  writing to  American  Express(R)  Variable
Portfolio  Funds,  IDS  Tower  10,  Minneapolis,  MN  55440-0010  or by  calling
800-437-0602.

The Independent Auditors' Report and the Financial  Statements,  including Notes
to the  Financial  Statements  and the Schedule of  Investments  in  Securities,
contained in the Annual Report are  incorporated  in this SAI by  reference.  No
other portion of the Annual Report,  however, is incorporated by reference.  The
prospectus for the Fund,  dated the same date as this SAI, also is  incorporated
in this SAI by reference.

<PAGE>

                                TABLE OF CONTENTS


Fundamental Investment Policies.......................................p.3

Investment Strategies and Types of Investments.......................p.14

Information Regarding Risks and Investment Strategies................p.23

Security Transactions................................................p.46

Brokerage Commissions Paid to Brokers Affiliated with IDS Life.......p.49

Performance Information..............................................p.50

Valuing Fund Shares..................................................p.53

Selling Shares.......................................................p.55


Capital Loss Carryover...............................................p.55


Taxes................................................................p.55

Agreements...........................................................p.56

Organizational Information...........................................p.67

Board Members and Officers...........................................p.69

Compensation for Board Members.......................................p.72


Independent Auditors.................................................p.74

Appendix A:  Description of Money Market Securities..................p.75

Appendix B:  Description of Ratings..................................p.77


<PAGE>

FUNDAMENTAL INVESTMENT POLICIES
- -------------------------------------------------------------------------------

Throughout this SAI, the funds are referred to as follows:


AXP Variable  Portfolio - Blue Chip  Advantage  Fund (Blue Chip  Advantage)
AXP Variable  Portfolio - Bond Fund (Bond)
AXP Variable Portfolio - Capital Resource Fund (Capital  Resource)
AXP Variable  Portfolio - Cash  Management  Fund (Cash Management)
AXP Variable Portfolio - Diversified Equity Income Fund (Diversified Equity
 Income)
AXP Variable  Portfolio - Extra  Income Fund (Extra  Income)
AXP Variable Portfolio - Federal Income Fund (Federal Income)
AXP Variable Portfolio - Global Bond Fund (Global  Bond)
AXP Variable  Portfolio - Growth Fund (Growth)
AXP  Variable  Portfolio  -  International  Fund  (International)
AXP  Variable Portfolio - Managed Fund (Managed)
AXP Variable  Portfolio - New Dimensions Fund (New  Dimensions)
AXP Variable  Portfolio - Small Cap Advantage Fund (Small Cap Advantage)
AXP  Variable   Portfolio  -  Strategy  Aggressive  Fund  (Strategy Aggressive)


Fundamental  investment  policies  adopted by the Fund cannot be changed without
the approval of a majority of the outstanding  voting  securities of the Fund as
defined in the Investment Company Act of 1940, as amended (the 1940 Act).

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.

The policies  below are  fundamental  policies that apply to the Fund and may be
changed  only with  shareholder  approval.  Unless  holders of a majority of the
outstanding voting securities agree to make the change, the Fund will not:

Blue Chip Advantage

o    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.

o    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.

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

o    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.

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

o    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.

<PAGE>

o    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.

o    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.

o    Issue senior securities, except as permitted under the 1940 Act.

o    Lend Fund securities in excess of 30% of its net assets.

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

Bond

o    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.

o    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 securities at any time borrowing for temporary purposes
     exceeds 5%.

o    Lend Fund  securities in excess of 30% of the Fund's net assets,  at market
     value.

o    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.

o    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.

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

o    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.

o    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.

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

<PAGE>

Capital Resource

o    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.

o    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 securities at any time borrowing for temporary purposes
     exceeds 5%.

o    Lend Fund  securities in excess of 30% of the Fund's net assets,  at market
     value.

o    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.

o    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.

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

o    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.

o    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.

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

Cash Management

o    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.

o    Buy on margin or sell short.


o    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 securities at any time borrowing for temporary purposes
     exceeds 5%.


<PAGE>


o    Issue senior securities, except as permitted under the 1940 Act.


o    Lend Fund  securities in excess of 30% of the Fund's net assets,  at market
     value.

o    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.

o    Purchase  common  stocks,   preferred   stocks,   warrants,   other  equity
     securities, corporate bonds or debentures, state bonds, municipal bonds, or
     industrial revenue bonds.

o    Make cash loans.  However, the Fund does make short-term  investments which
     it may have an agreement with the seller to reacquire

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

o    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.

Diversified Equity Income

o    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.

o    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.

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

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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.

o    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.

o    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>

o    Issue senior securities, except as permitted under the 1940 Act.

o    Lend Fund securities in excess of 30% of its net assets.

Extra Income

o    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.

o    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.

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

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

o    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.

o    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.

o    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.

o    Lend Fund securities in excess of 30% of its net assets.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

Federal Income

o    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.

o    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.

<PAGE>

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

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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.

o    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.

o    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.

o    Issue senior securities, except as permitted under the 1940 Act.

o    Lend Fund securities in excess of 30% of its net assets.

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

Global Bond

o    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.

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

o    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.

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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>

o    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.

o    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.

o    Lend Fund securities in excess of 30% of its net assets.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Growth

o    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.

o    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.

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

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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.

o    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.

o    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.

o    Issue senior securities, except as permitted under the 1940 Act.

o    Lend Fund securities in excess of 30% of its net assets.

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

<PAGE>

International

o    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.

o    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 securities at any time borrowing for temporary purposes
     exceeds 5%.

o    Lend Fund  securities in excess of 30% of the Fund's net assets,  at market
     value.

o    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.

o    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.

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

o    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.

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

o    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.

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

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Managed

o    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.

o    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 securities at any time borrowing for temporary purposes
     exceeds 5%.

<PAGE>

o    Lend Fund  securities in excess of 30% of the Fund's net assets,  at market
     value.

o    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.

o    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.

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

o    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.

o    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.

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

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

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

New Dimensions

o    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.

o    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.

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

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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.

<PAGE>

o    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.

o    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.

o    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.

o    Lend Fund securities in excess of 30% of its net assets.

Small Cap Advantage

o    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.

o    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.

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

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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.

o    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.

o    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.

o    Issue senior securities, except as permitted under the 1940 Act.

o    Lend Fund securities in excess of 30% of its net assets.

<PAGE>

Strategy Aggressive

o    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.

o    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 securities at any time borrowing for temporary purposes
     exceeds 5%.

o    Lend Fund  securities in excess of 30% of the Fund's net assets,  at market
     value.

o    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.

o    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.

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

o    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.

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

o    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.

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

Except  for  the  fundamental   investment  policies  listed  above,  the  other
investment  policies  described  in the  prospectus  and in  this  SAI  are  not
fundamental and may be changed by the board at any time.

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
- --------------------------------------------------------------------------------


This table shows various  investment  strategies and investments that many funds
are  allowed to engage in and  purchase.  It is  intended to show the breadth of
investments  that the  investment  manager may make on behalf of the Fund. For a
description of principal risks,  please see the prospectus.  Notwithstanding the
Fund's  ability to utilize  these  strategies  and  techniques,  the  investment
manager is not obligated to use them at any particular  time. For example,  even
though  the  investment  manager  is  authorized  to adopt  temporary  defensive
positions and is  authorized to attempt to hedge against  certain types of risk,
these practices are left to the investment manager's sole discretion.


<TABLE>
<CAPTION>

- ----------------------------------------------- ----------------------------------------------------------------------
Investment strategies & types of investments:                               Allowable for
                                                                              the Fund?

- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
<S>                                           <C>           <C>             <C>           <C>          <C>

                                                                                                        Diversified
                                                 Blue Chip                     Capital         Cash         Equity
                                                 Advantage     Bond Fund      Resource      Management      Income
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Agency and Government Securities                    yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Borrowing                                           yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Cash/Money Market Instruments                       yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Collateralized Bond Obligations                     yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Commercial Paper                                    yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Common Stock                                        yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Convertible Securities                              yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Corporate Bonds                                     yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Debt Obligations                                    yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Depositary Receipts                                 yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Derivative Instruments                              yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Foreign Currency Transactions                       yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Foreign Securities                                  yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
High-Yield (High-Risk) Securities (Junk Bonds)       no           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Illiquid and Restricted Securities                  yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Indexed Securities                                  yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Inverse Floaters                                     no           yes            no             no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Investment Companies                                yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Lending of Portfolio Securities                     yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Loan Participations                                 yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Mortgage- and Asset-Backed Securities                no           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Mortgage Dollar Rolls                                no           yes            no             no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Municipal Obligations                               yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Preferred Stock                                     yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Real Estate Investment Trusts                       yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Repurchase Agreements                               yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Reverse Repurchase Agreements                       yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Short Sales                                          no            no            no             no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Sovereign Debt                                      yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Structured Products                                 yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Variable- or Floating-Rate Securities               yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Warrants                                            yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
When-Issued Securities                              yes           yes            yes            no           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind           yes           yes            yes            no           yes
Securities


- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------

<PAGE>

- ----------------------------------------------- ----------------------------------------------------------------------
Investment strategies & types of investments:                               Allowable for
                                                                              the Fund?

- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
                                                                Federal
                                                Extra Income     Income      Global Bond      Growth     International
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Agency and Government Securities                    yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Borrowing                                           yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Cash/Money Market Instruments                       yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Collateralized Bond Obligations                     yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Commercial Paper                                    yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Common Stock                                        yes            no            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Convertible Securities                              yes            no            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Corporate Bonds                                     yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Debt Obligations                                    yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Depositary Receipts                                 yes            no            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Derivative Instruments                              yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Foreign Currency Transactions                       yes            no            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Foreign Securities                                  yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
High-Yield (High-Risk) Securities (Junk Bonds)      yes            no            yes            no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Illiquid and Restricted Securities                  yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Indexed Securities                                  yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Inverse Floaters                                    yes           yes            yes            no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Investment Companies                                yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Lending of Portfolio Securities                     yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Loan Participations                                 yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Mortgage- and Asset-Backed Securities               yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Mortgage Dollar Rolls                               yes           yes            yes            no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Municipal Obligations                               yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Preferred Stock                                     yes            no            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Real Estate Investment Trusts                       yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Repurchase Agreements                               yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Reverse Repurchase Agreements                       yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Short Sales                                          no           yes            no             no            no
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Sovereign Debt                                      yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Structured Products                                 yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Variable- or Floating-Rate Securities               yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Warrants                                            yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
When-Issued Securities                              yes           yes            yes           yes           yes
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind           yes           yes            yes           yes           yes
Securities

- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------

<PAGE>

- ----------------------------------------------- --------------------------------------------------------
Investment strategies & types of investments:                        Allowable for
                                                                       the Fund?

- ----------------------------------------------- --------------------------------------------------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
                                                                  New         Small Cap      Strategy
                                                  Managed      Dimensions     Advantage     Aggressive
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Agency and Government Securities                    yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Borrowing                                           yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Cash/Money Market Instruments                       yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Collateralized Bond Obligations                     yes           yes            no            yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Commercial Paper                                    yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Common Stock                                        yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Convertible Securities                              yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Corporate Bonds                                     yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Debt Obligations                                    yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Depositary Receipts                                 yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Derivative Instruments                              yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Foreign Currency Transactions                       yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Foreign Securities                                  yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
High-Yield (High-Risk) Securities (Junk Bonds)      yes           yes            no            yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Illiquid and Restricted Securities                  yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Indexed Securities                                  yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Inverse Floaters                                    yes            no            no             no
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Investment Companies                                yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Lending of Portfolio Securities                     yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Loan Participations                                 yes           yes            no            yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Mortgage- and Asset-Backed Securities               yes           yes            no            yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Mortgage Dollar Rolls                               yes            no            no             no
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Municipal Obligations                               yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Preferred Stock                                     yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Real Estate Investment Trusts                       yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Repurchase Agreements                               yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Reverse Repurchase Agreements                       yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Short Sales                                          no            no            no             no
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Sovereign Debt                                      yes           yes            no            yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Structured Products                                 yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Variable- or Floating-Rate Securities               yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Warrants                                            yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
When-Issued Securities                              yes           yes            yes           yes
- ----------------------------------------------- ------------- ------------- -------------- -------------
- ----------------------------------------------- ------------- ------------- -------------- -------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind           yes           yes            yes           yes
Securities
- ----------------------------------------------- ------------- ------------- -------------- -------------
</TABLE>

<PAGE>

The following are guidelines that may be changed by the board at any time:

Blue Chip Advantage

o    The Fund may invest up to 20% of its total  assets in  foreign  investments
     included in the market index.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are
     illiquid.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin  payments in  connection  with  transactions  in stock index futures
     contracts.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.


Bond Fund


o    Under  normal  market  conditions,  at least 65% of the Fund's total assets
     will be invested in bonds.

o    At least 50% of the Fund's  net  assets  will be  invested  in bonds  rated
     investment  - grade,  unrated  corporate  bonds that are  believed to be of
     investment grade quality, and government bonds.

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell  short,  except  the Fund may enter
     into interest rate futures contracts.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

Capital Resource

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

<PAGE>

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell  short,  except  the Fund may enter
     into stock index futures contracts.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

Cash Management

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    The Fund will not invest in securities that are not readily marketable.

o    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.

o    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.

Diversified Equity Income

o    Under normal  market  conditions,  the Fund will invest at least 65% of its
     net assets in dividend-paying common and preferred stocks.

o    No more than 20% of the Fund's net assets may be  invested  in bonds  below
     investment grade unless the bonds are convertible securities.

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in futures contracts.

o    The Fund will not invest in a company to control or manage it.


o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.


<PAGE>

Extra Income

o    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.

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are
     illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not buy on margin or sell  short,  except  the Fund may enter
     into interest rate future contracts.

Federal Income

o    Under  normal  market  conditions,  at least 65% of the Fund's total assets
     will be invested in  securities  issued or  guaranteed  as to principal and
     interest by the U.S. government, its agencies or instrumentalities.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.


o    The  Fund  will  not buy on  margin,  but it may make  margin  payments  in
     connection with interest rate futures contracts.


o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

Global Bond

o    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.

o    The Fund may not  purchase  debt  securities  rated lower than B by Moody's
     Investors Service Inc. or the equivalent.

<PAGE>

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell short, but the Fund may make margin
     payments in connection with transactions in futures contracts.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

Growth

o    The Fund will not invest in bonds rated below investment grade.

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin  payments in  connection  with  transactions  in stock index futures
     contracts.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.


International


o    Under  normal  market  conditions,  at least 65% of the Fund's total assets
     will be invested in common  stocks or  securities  convertible  into common
     stocks of issuers invested in at least three foreign countries.


o    Normally,  investments in U.S. issuers  generally will constitute less than
     20% of the Fund's
     portfolio.


o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

<PAGE>

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell  short,  except  the Fund may enter
     into stock index futures contracts.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not 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.

Managed

o    Under normal market conditions,  the Fund invests at least 50% of its total
     assets in common stocks.

o    The Fund may invest up to 25% of its total assets in foreign investment.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except it may enter  into
     stock index futures and interest rate futures contracts.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

New Dimensions

o    The Fund may invest up to 30% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell short, but the Fund may make margin
     payments in connection with transactions in stock index futures contracts.

o    The Fund will not  invest  more than 10% of its  assets  in  securities  of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

<PAGE>

Small Cap Advantage

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in derivative instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.


Strategy Aggressive


o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell  short,  except  the Fund may enter
     into stock index futures contracts.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

RISKS

The  following  is a summary  of common  risk  characteristics.  Following  this
summary is a description of certain  investments  and investment  strategies and
the risks  most  commonly  associated  with them  (including  certain  risks not
described below and, in some cases, a more  comprehensive  discussion of how the
risks apply to a particular investment or investment strategy).  Please remember
that a mutual  fund's  risk  profile  is largely  defined by the fund's  primary
securities and investment strategies.  However, most mutual funds are allowed to
use certain  other  strategies  and  investments  that may have  different  risk
characteristics. Accordingly, one or more of the following types of risk will be
associated  with the Fund at any time (for a  description  of  principal  risks,
please see the prospectus):

Call/Prepayment Risk

The risk that a bond or other security might be called (or otherwise  converted,
prepaid,  or redeemed) before maturity.  This type of risk is closely related to
"reinvestment risk."

Correlation Risk

The risk that a given  transaction  may fail to achieve its objectives due to an
imperfect  relationship  between  markets.  Certain  investments  may react more
negatively than others in response to changing market conditions.

Credit Risk

The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.

Event Risk

Occasionally,  the value of a security may be seriously and unexpectedly changed
by a natural or industrial accident or occurrence.

Foreign/Emerging Markets Risk

The following are all components of foreign/emerging markets risk:

         Country risk includes the political,  economic, and other conditions of
a country. These conditions include lack of publicly available information, less
government  oversight  (including  lack of accounting,  auditing,  and financial
reporting standards),  the possibility of government-imposed  restrictions,  and
even the nationalization of assets.

         Currency  risk  results  from the  constantly  changing  exchange  rate
between local currency and the U.S.  dollar.  Whenever the Fund holds securities
valued in a foreign currency or holds the currency, changes in the exchange rate
add or subtract from the value of the investment.

<PAGE>

         Custody risk refers to the process of clearing and settling trades.  It
also covers holding  securities with local agents and depositories.  Low trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

         Emerging  markets risk includes the dramatic pace of change  (economic,
social,  and  political)  in  emerging  market  countries  as well as the  other
considerations  listed above.  These markets are in early stages of  development
and are extremely volatile. They can be marked by extreme inflation, devaluation
of  currencies,  dependence  on  trade  partners,  and  hostile  relations  with
neighboring countries.

Inflation Risk

Also known as  purchasing  power risk,  inflation  risk  measures the effects of
continually rising prices on investments. If an investment's yield is lower than
the rate of inflation,  your money will have less purchasing  power as time goes
on.

Interest Rate Risk


The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall).  In general,  the longer the maturity of a bond, the higher its yield and
the greater its sensitivity to changes in interest rates.


Issuer Risk

The risk that an  issuer,  or the value of its  stocks  or bonds,  will  perform
poorly. Poor performance may be caused by poor management decisions, competitive
pressures, breakthroughs in technology, reliance on suppliers, labor problems or
shortages, corporate restructurings, fraudulent disclosures, or other factors.

Legal/Legislative Risk

Congress and other  governmental  units have the power to change  existing  laws
affecting securities. A change in law might affect an investment adversely.

Leverage Risk

Some derivative  investments (such as options,  futures,  or options on futures)
require  little or no initial  payment  and base their  price on a  security,  a
currency,  or an index. A small change in the value of the underlying  security,
currency,  or  index  may  cause a  sizable  gain or  loss in the  price  of the
instrument.

Liquidity Risk

Securities  may be  difficult  or  impossible  to sell at the time that the Fund
would  like.  The  Fund  may  have  to  lower  the  selling  price,  sell  other
investments, or forego an investment opportunity.

Management Risk

The risk that a strategy or selection method utilized by the investment  manager
may fail to  produce  the  intended  result.  When all other  factors  have been
accounted for and the investment manager chooses an investment,  there is always
the possibility that the choice will be a poor one.

<PAGE>

Market Risk

The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the economy,  industry,  or the market as a whole. The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Reinvestment Risk


The risk that an investor  will not be able to reinvest  income or  principal at
the same rate it currently is earning.


Sector/Concentration Risk

Investments that are concentrated in a particular issuer,  geographic region, or
industry will be more  susceptible  to changes in price (the more you diversify,
the more you spread risk).

Small Company Risk

Investments  in small and medium  companies  often  involve  greater  risks than
investments  in larger,  more  established  companies  because  small and medium
companies  may lack the  management  experience,  financial  resources,  product
diversification,  and competitive strengths of larger companies. In addition, in
many  instances  the  securities  of small and medium  companies are traded only
over-the-counter  or on regional  securities  exchanges  and the  frequency  and
volume  of their  trading  is  substantially  less  than is  typical  of  larger
companies.

<PAGE>

INVESTMENT STRATEGIES

The following  information  supplements the discussion of the Fund's  investment
objectives, policies, and strategies that are described in the prospectus and in
this SAI. The following describes many strategies that many mutual funds use and
types of securities  that they  purchase.  Please refer to the section  entitled
Investment  Strategies  and Types of  Investments to see which are applicable to
the Fund.

Agency and Government Securities

The U.S.  government and its agencies issue many different  types of securities.
U.S.  Treasury bonds,  notes, and bills and securities  including  mortgage pass
through  certificates of the Government National Mortgage Association (GNMA) are
guaranteed by the U.S. government.  Other U.S. government  securities are issued
or guaranteed by federal  agencies or  government-sponsored  enterprises but are
not  guaranteed  by the U.S.  government.  This may  increase  the  credit  risk
associated with these investments.

Government-sponsored   entities  issuing  securities  include  privately  owned,
publicly  chartered  entities  created  to reduce  borrowing  costs for  certain
sectors of the economy, such as farmers,  homeowners, and students. They include
the  Federal  Farm  Credit  Bank  System,   Farm  Credit  Financial   Assistance
Corporation,  Federal  Home Loan  Bank,  FHLMC,  FNMA,  Student  Loan  Marketing
Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored
entities may issue discount notes (with maturities ranging from overnight to 360
days) and  bonds.  Agency  and  government  securities  are  subject to the same
concerns as other debt obligations. (See also Debt Obligations and Mortgage- and
Asset-Backed Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  agency  and  government   securities  include:
Call/Prepayment  Risk, Inflation Risk, Interest Rate Risk,  Management Risk, and
Reinvestment Risk.

Borrowing

The Fund may borrow money from banks for  temporary  or  emergency  purposes and
make other  investments or engage in other  transactions  permissible  under the
1940 Act that may be considered a borrowing  (such as  derivative  instruments).
Borrowings  are subject to costs (in addition to any interest  that may be paid)
and  typically  reduce the  Fund's  total  return.  Except as  qualified  above,
however, the Fund will not buy securities on margin.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with borrowing  include:  Inflation Risk and Management
Risk.

Cash/Money Market Instruments

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  Cash-equivalent  investments  include 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  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. (See also Commercial Paper, Debt
Obligations,  Repurchase Agreements, and Variable- or Floating-Rate Securities.)
These types of instruments  generally  offer low rates of return and subject the
Fund to certain costs and expenses.


See the appendix for a discussion  of money  market  securities  and  securities
ratings.


<PAGE>

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with cash/money  market  instruments  include:  Credit
Risk, Inflation Risk, and Management Risk.

Collateralized Bond Obligations

Collateralized  bond  obligations  (CBOs) are investment grade bonds backed by a
pool of junk  bonds.  CBOs are  similar in concept  to  collateralized  mortgage
obligations  (CMOs),  but  differ in that CBOs  represent  different  degrees of
credit  quality  rather  than  different  maturities.  (See also  Mortgage-  and
Asset-Backed  Securities.)  Underwriters of CBOs package a large and diversified
pool of high-risk,  high-yield junk bonds, which is then separated into "tiers."
Typically,  the first tier represents the higher quality collateral and pays the
lowest  interest  rate;  the second  tier is backed by riskier  bonds and pays a
higher rate; the third tier  represents the lowest credit quality and instead of
receiving a fixed interest rate receives the residual  interest  payments--money
that is left over after the higher tiers have been paid.  CBOs,  like CMOs,  are
substantially  overcollateralized and this, plus the diversification of the pool
backing them, earns them  investment-grade  bond ratings.  Holders of third-tier
CBOs stand to earn high yields or less money  depending  on the rate of defaults
in the collateral pool. (See also High-Yield (High-Risk) Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with CBOs include:  Call/Prepayment  Risk, Credit Risk,
Interest Rate Risk, and Management Risk.

Commercial Paper

Commercial  paper is a short-term debt obligation with a maturity ranging from 2
to 270 days issued by banks,  corporations,  and other borrowers.  It is sold to
investors with temporary idle cash as a way to increase  returns on a short-term
basis.  These  instruments are generally  unsecured,  which increases the credit
risk  associated  with this type of investment.  (See also Debt  Obligations and
Illiquid and Restricted Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with commercial paper include:  Credit Risk,  Liquidity
Risk, and Management Risk.

Common Stock

Common stock  represents  units of ownership in a corporation.  Owners typically
are entitled to vote on the selection of directors and other  important  matters
as  well  as to  receive  dividends  on  their  holdings.  In the  event  that a
corporation  is  liquidated,  the claims of secured and unsecured  creditors and
owners of bonds and preferred stock take precedence over the claims of those who
own common stock.

The price of common stock is generally determined by corporate earnings, type of
products or services offered,  projected growth rates, experience of management,
liquidity,  and  general  market  conditions  for the markets on which the stock
trades.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with common stock  include:  Issuer Risk,  Management
Risk, Market Risk, and Small Company Risk.

Convertible Securities

Convertible securities are bonds, debentures,  notes, preferred stocks, or other
securities  that may be  converted  into common stock of the same or a different
issuer within a particular period of time at a specified price. Some convertible
securities, such as preferred  equity-redemption  cumulative stock (PERCs), have
mandatory  conversion  features.  Others are voluntary.  A convertible  security
entitles the holder to receive interest  normally paid or accrued on debt or the
dividend paid on preferred  stock until the convertible  security  matures or is
redeemed, converted, or exchanged. Convertible securities have unique

<PAGE>

investment  characteristics  in that they  generally (i) have higher yields than
common stocks but lower yields than comparable non-convertible  securities, (ii)
are less subject to fluctuation  in value than the  underlying  stock since they
have fixed income  characteristics,  and (iii) provide the potential for capital
appreciation if the market price of the underlying common stock increases.

The value of a  convertible  security  is a function of its  "investment  value"
(determined  by its yield in comparison  with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying  common  stock).  The investment  value of a convertible  security is
influenced by changes in interest  rates,  with  investment  value  declining as
interest rates  increase and  increasing as interest  rates decline.  The credit
standing  of the  issuer  and  other  factors  also  may have an  effect  on the
convertible  security's  investment value. The conversion value of a convertible
security is determined by the market price of the  underlying  common stock.  If
the conversion  value is low relative to the investment  value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible  security approaches maturity.
To the extent the market  price of the  underlying  common stock  approaches  or
exceeds the  conversion  price,  the price of the  convertible  security will be
increasingly   influenced  by  its  conversion  value.  A  convertible  security
generally  will sell at a premium  over its  conversion  value by the  extent to
which investors place value on the right to acquire the underlying  common stock
while holding a fixed income security.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with convertible  securities  include:  Call/Prepayment
Risk,  Interest  Rate Risk,  Issuer Risk,  Management  Risk,  Market  Risk,  and
Reinvestment Risk.

Corporate Bonds

Corporate bonds are debt obligations issued by private corporations, as distinct
from bonds  issued by a government  agency or a  municipality.  Corporate  bonds
typically have four distinguishing features: (1) they are taxable; (2) they have
a par value of $1,000; (3) they have a term maturity,  which means they come due
all at once;  and (4) many are traded on major  exchanges.  Corporate  bonds are
subject  to the  same  concerns  as  other  debt  obligations.  (See  also  Debt
Obligations and High-Yield (High-Risk) Securities.)

Corporate  bonds may be either secured or unsecured.  Unsecured  corporate bonds
are generally  referred to as "debentures." See the appendix for a discussion of
securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with corporate bonds include:  Call/Prepayment  Risk,
Credit Risk, Interest Rate Risk, Issuer Risk,  Management Risk, and Reinvestment
Risk.

Debt Obligations

Many different types of debt obligations  exist (for example,  bills,  bonds, or
notes).  Issuers  of  debt  obligations  have a  contractual  obligation  to pay
interest at a specified  rate on  specified  dates and to repay  principal  on a
specified  maturity date.  Certain debt obligations  (usually  intermediate- and
long-term  bonds)  have  provisions  that allow the issuer to redeem or "call" a
bond  before its  maturity.  Issuers  are most  likely to call these  securities
during periods of falling  interest  rates.  When this happens,  an investor may
have to replace these  securities  with lower yielding  securities,  which could
result in a lower return.

The  market  value of debt  obligations  is  affected  primarily  by  changes in
prevailing  interest rates and the issuers  perceived ability to repay the debt.
The market value of a debt  obligation  generally  reacts  inversely to interest
rate changes.  When prevailing interest rates decline,  the price usually rises,
and when prevailing interest rates rise, the price usually declines.

<PAGE>

In general,  the longer the maturity of a debt obligation,  the higher its yield
and the greater the  sensitivity to changes in interest rates.  Conversely,  the
shorter the maturity, the lower the yield but the greater the price stability.

As noted,  the values of debt obligations also may be affected by changes in the
credit rating or financial condition of their issuers.  Generally, the lower the
quality rating of a security, the higher the degree of risk as to the payment of
interest and return of  principal.  To  compensate  investors for taking on such
increased  risk,  those issuers  deemed to be less  creditworthy  generally must
offer their  investors  higher interest rates than do issuers with better credit
ratings.  (See also  Agency and  Government  Securities,  Corporate  Bonds,  and
High-Yield (High-Risk) Securities.)

All ratings  limitations  are  applied at the time of  purchase.  Subsequent  to
purchase,  a debt  security  may cease to be rated or its  rating may be reduced
below the minimum required for purchase by the Fund.  Neither event will require
the sale of such a security,  but it will be a factor in considering  whether to
continue to hold the security.  To the extent that ratings change as a result of
changes in a rating organization or their rating systems,  the Fund will attempt
to use comparable ratings as standards for selecting investments.

See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with debt obligations  include:  Call/Prepayment  Risk,
Credit Risk, Interest Rate Risk, Issuer Risk,  Management Risk, and Reinvestment
Risk.

Depositary Receipts

Some foreign securities 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. 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  involve  the  risks  of  other   investments  in  foreign
securities.  In  addition,  ADR  holders  may not have all the  legal  rights of
shareholders   and  may   experience   difficulty   in   receiving   shareholder
communications. (See also Common Stock and Foreign Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with  depositary  receipts  include:  Foreign/Emerging
Markets Risk, Issuer Risk, Management Risk, and Market Risk.

Derivative Instruments

Derivative  instruments are commonly defined to include  securities or contracts
whose values depend on, in whole or in part, (or "derive" from) the value of one
or more other assets, such as securities, currencies, or commodities.

<PAGE>

A  derivative  instrument  generally  consists  of, is based  upon,  or exhibits
characteristics similar to options or 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.  Their
value  changes daily based on a security,  a currency,  a group of securities or
currencies, or an index. A small change in the value of the underlying security,
currency,  or  index  can  cause a  sizable  gain or  loss in the  price  of the
derivative instrument.

Options and forward  contracts are considered to be the basic "building  blocks"
of  derivatives.   For  example,   forward-based   derivatives  include  forward
contracts,   swap  contracts,   and   exchange-traded   futures.   Forward-based
derivatives  are  sometimes  referred to  generically  as  "futures  contracts."
Option-based  derivatives include privately negotiated,  over-the-counter  (OTC)
options  (including  caps,  floors,   collars,   and  options  on  futures)  and
exchange-traded options on futures.  Diverse types of derivatives may be created
by  combining  options or futures  in  different  ways,  and by  applying  these
structures to a wide range of underlying assets.

      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 for the length of the  contract 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  during the length of the  contract,  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  to
the premium, the buyer generally pays a broker a commission. The writer receives
a premium,  less  another  commission,  at the time the option is  written.  The
premium  received  by the  writer  is  retained  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.

When an option is purchased, the buyer 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 sale of the underlying security is the combination of the exercise price,
the premium, and both commissions.

One of the risks an investor  assumes  when it buys an option is the loss of the
premium. To be beneficial to the investor,  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.

Options on many securities are listed on options  exchanges.  If the 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, CBOE, or NASDAQ will be valued at the last quoted sales price
or, if such a price is not  readily  available,  at the mean of the last bid and
ask prices.

<PAGE>

Options on certain  securities are not actively traded on any exchange,  but may
be entered into directly with a dealer.  These options may be more  difficult to
close.  If an investor is unable to effect a closing  purchase  transaction,  it
will not be able to sell the  underlying  security until the call written by the
investor expires or is exercised.

      Futures Contracts.  A futures contract is a sales contract between a buyer
(holding the "long" position) and a seller (holding the "short" position) for an
asset with  delivery  deferred  until a future  date.  The buyer agrees to pay a
fixed  price at the  agreed  future  date and the seller  agrees to deliver  the
asset.  The seller hopes that the market price on the delivery date is less than
the agreed upon  price,  while the buyer hopes for the  contrary.  Many  futures
contracts  trade  in a  manner  similar  to the  way a stock  trades  on a stock
exchange and the commodity exchanges.

Generally,  a futures  contract is  terminated  by entering  into an  offsetting
transaction.  An  offsetting  transaction  is effected by an investor  taking an
opposite position.  At the time a futures contract is made, a good faith deposit
called  initial  margin is set up.  Daily  thereafter,  the futures  contract is
valued  and the  payment of  variation  margin is  required  so that each day an
investor  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 market.

Future contracts may be based on various securities, securities indices (such as
the S&P 500 Index),  foreign  currencies  and other  financial  instruments  and
indices.

      Options on Futures Contracts. Options on futures contracts 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  (some  futures  are  settled  in  cash),  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 a  contract.  If the
holder  decides not to enter into the  contract,  all that is lost is the amount
(premium) paid for the option. Further, 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.

One of the risks in buying  an option on a futures  contract  is the loss of the
premium  paid for the option.  The risk  involved in writing  options on futures
contracts an investor  owns, or on  securities  held in its  portfolio,  is that
there could be an increase in the market value of these 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.  An investor could
enter into a closing  transaction by purchasing an option with the same terms as
the one  previously  sold.  The cost to  close  the  option  and  terminate  the
investor's  obligation,  however,  might still  result in a loss.  Further,  the
investor might not be able to close the option because of insufficient  activity
in the options  market.  Purchasing  options  also limits the use of monies that
might otherwise be available for long-term investments.

      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.

      Tax  Treatment.  As  permitted  under  federal  income tax laws and to the
extent the Fund is allowed to invest in futures  contacts,  the 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 on futures contracts and on underlying  securities identified as
hedged positions.

<PAGE>

Federal income tax treatment of gains or losses from  transactions in options on
futures  contracts  and  indexes  will depend on whether the option is a section
1256 contract. If the option is a non-equity option, the Fund will either make a
1256(d)  election and treat the option as a mixed straddle or mark to market the
option at fiscal  year end and treat the  gain/loss  as 40%  short-term  and 60%
long-term.

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.

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.

      Other Risks of Derivatives.

Derivatives are risky investments.

The primary risk of derivatives is the same as the risk of the underlying asset,
namely  that  the  value of the  underlying  asset  may go up or  down.  Adverse
movements in the value of an underlying  asset can expose an investor to losses.
Derivative  instruments may include elements of leverage and,  accordingly,  the
fluctuation  of the  value  of the  derivative  instrument  in  relation  to the
underlying asset may be magnified.  The successful use of derivative instruments
depends upon a variety of factors, particularly the investment manager's ability
to predict movements of the securities, currencies, and commodity markets, which
requires  different  skills than predicting  changes in the prices of individual
securities.
There can be no assurance that any particular strategy will succeed.

Another risk is the risk that a loss may be sustained as a result of the failure
of a  counterparty  to comply  with the terms of a  derivative  instrument.  The
counterparty risk for exchange-traded  derivative  instruments is generally less
than for  privately-negotiated or OTC derivative instruments,  since generally a
clearing  agency,  which is the issuer or counterparty  to each  exchange-traded
instrument,  provides  a  guarantee  of  performance.  For  privately-negotiated
instruments, there is no similar clearing agency guarantee. In all transactions,
an investor  will bear the risk that the  counterparty  will  default,  and this
could result in a loss of the expected benefit of the derivative transaction and
possibly other losses.

When a derivative  transaction  is used to completely  hedge  another  position,
changes in the market value of the combined position (the derivative  instrument
plus the position being hedged) result from an imperfect correlation between the
price movements of the two  instruments.  With a perfect hedge, the value of the
combined  position  remains  unchanged  for  any  change  in  the  price  of the
underlying  asset.  With  an  imperfect  hedge,  the  values  of the  derivative
instrument and its hedge are not perfectly correlated. For example, if the value
of a derivative instrument used in a short hedge (such as writing a call option,
buying a put option, or selling a futures  contract)  increased by less than the
decline  in value of the hedged  investment,  the hedge  would not be  perfectly
correlated.  Such a lack of correlation  might occur due to factors unrelated to
the  value  of the  investments  being  hedged,  such as  speculative  or  other
pressures on the markets in which these instruments are traded.

<PAGE>

Derivatives  also are subject to the risk that they cannot be sold,  closed out,
or  replaced  quickly at or very close to their  fundamental  value.  Generally,
exchange  contracts are very liquid  because the exchange  clearinghouse  is the
counterparty  of  every  contract.   OTC   transactions  are  less  liquid  than
exchange-traded  derivatives  since  they  often can only be closed out with the
other party to the transaction.

Another  risk is caused by the legal  unenforcibility  of a party's  obligations
under  the  derivative.  A  counterparty  that  has lost  money in a  derivative
transaction may try to avoid payment by exploiting  various legal  uncertainties
about certain derivative products.

(See also Foreign Currency Transactions.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with derivative  instruments  include:  Leverage Risk,
Liquidity Risk, and Management Risk.

Foreign Currency Transactions

Since  investments in foreign  countries  usually involve  currencies of foreign
countries,  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.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the Fund's NAV to  fluctuate.
Currency  exchange  rates are  generally  determined by the forces of supply and
demand in the  foreign  exchange  markets,  actual  or  anticipated  changes  in
interest rates, and other complex factors.  Currency  exchange rates also can be
affected by the intervention of U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political developments.

Spot Rates and Derivative  Instruments.  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.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

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 change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of 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
securities or other assets denominated in that currency.

<PAGE>

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.

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

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or 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  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  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 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 that
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  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 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 options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that 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 that would
require it to forego a portion or all of the benefits of advantageous changes in
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  options,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

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 that 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 that 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 Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  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.

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 that  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.

<PAGE>

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

(See also Derivative Instruments and Foreign Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with foreign currency transactions include: Correlation
Risk, Interest Rate Risk, Leverage Risk, Liquidity Risk, and Management Risk.

Foreign Securities and Domestic Companies with Foreign Operations

Foreign securities,  foreign currencies,  and securities issued by U.S. entities
with substantial  foreign operations involve special risks,  including those set
forth  below,  which  are  not  typically  associated  with  investing  in  U.S.
securities.  Foreign companies are not generally subject to uniform  accounting,
auditing,  and financial reporting  standards  comparable to those applicable to
domestic companies.  Additionally,  many foreign stock markets, while growing in
volume of trading  activity,  have  substantially  less volume than the New York
Stock  Exchange,  and  securities of some foreign  companies are less liquid and
more  volatile  than  securities of domestic  companies.  Similarly,  volume and
liquidity in most foreign bond markets are less than the volume and liquidity in
the U.S.  and,  at times,  volatility  of price can be greater  than in the U.S.
Further, foreign markets have different clearance, settlement, registration, and
communication  procedures  and in  certain  markets  there  have been times when
settlements  have  been  unable  to keep  pace  with the  volume  of  securities
transactions  making it difficult to conduct such  transactions.  Delays in such
procedures  could result in temporary  periods when assets are uninvested and no
return is earned on them. The inability of an investor to make intended security
purchases  due to such  problems  could cause the  investor  to miss  attractive
investment  opportunities.  Payment  for  securities  without  delivery  may  be
required in certain foreign markets and, when participating in new issues,  some
foreign countries require payment to be made in advance of issuance (at the time
of  issuance,  the  market  value of the  security  may be more or less than the
purchase price).  Some foreign markets also have compulsory  depositories (i.e.,
an investor does not have a choice as to where the securities  are held).  Fixed
commissions on some foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges.  Further, an investor may encounter  difficulties
or be unable to pursue legal  remedies and obtain  judgments in foreign  courts.
There is generally less  government  supervision  and regulation of business and
industry practices,  stock exchanges,  brokers, and listed companies than in the
U.S.  It may be more  difficult  for an  investor's  agents  to  keep  currently
informed about  corporate  actions such as stock dividends or other matters that
may affect the prices of portfolio securities.  Communications  between the U.S.
and foreign countries may be less reliable than within the U.S., thus increasing
the risk of delays or loss of certificates

<PAGE>

for  portfolio  securities.   In  addition,  with  respect  to  certain  foreign
countries,  there is the  possibility  of  nationalization,  expropriation,  the
imposition of additional withholding or confiscatory taxes,  political,  social,
or economic instability,  diplomatic  developments that could affect investments
in those countries,  or other unforeseen  actions by regulatory  bodies (such as
changes to settlement or custody procedures).

The risks of foreign  investing  may be magnified  for  investments  in emerging
markets, which may have relatively unstable governments, economies based on only
a  few  industries,  and  securities  markets  that  trade  a  small  number  of
securities.

The  introduction  of a single  currency,  the  euro,  on  January  1,  1999 for
participating  European  nations  in the  Economic  and  Monetary  Union  ("EU")
presents  unique  uncertainties,  including  whether the payment and operational
systems of banks and other financial institutions will be ready by the scheduled
launch date; the creation of suitable  clearing and settlement  payment  systems
for the new  currency;  the legal  treatment  of certain  outstanding  financial
contracts  after January 1, 1999 that refer to existing  currencies  rather than
the euro; the  establishment  and maintenance of exchange rates; the fluctuation
of the euro relative to non-euro  currencies  during the transition  period from
January 1, 1999 to December 31, 2000 and beyond;  whether the interest rate, tax
or labor regimes of European  countries  participating in the euro will converge
over time;  and whether the  conversion of the  currencies of other EU countries
such as the United Kingdom,  Denmark, and Greece into the euro and the admission
of other non-EU  countries such as Poland,  Latvia,  and Lithuania as members of
the EU may have an impact on the euro.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with foreign  securities  include:  Foreign/Emerging
Markets Risk, Issuer Risk, and Management Risk.

High-Yield (High-Risk) Securities (Junk Bonds)

High yield  (high-risk)  securities  are sometimes  referred to as "junk bonds."
They are non-investment  grade (lower quality)  securities that have speculative
characteristics.  Lower quality  securities,  while  generally  offering  higher
yields than investment grade securities with similar maturities, involve greater
risks, including the possibility of default or bankruptcy.  They are regarded as
predominantly  speculative with respect to the issuer's capacity to pay interest
and  repay  principal.  The  special  risk  considerations  in  connection  with
investments in these securities are discussed below.

See the appendix for a discussion of securities ratings. (See also Debt
Obligations.)

The lower-quality  and comparable  unrated security market is relatively new and
its growth has  paralleled a long  economic  expansion.  As a result,  it is not
clear how this market may withstand a prolonged  recession or economic downturn.
Such conditions  could severely  disrupt the market for and adversely affect the
value of such securities.

All interest-bearing  securities typically experience appreciation when interest
rates decline and  depreciation  when interest  rates rise. The market values of
lower-quality  and  comparable  unrated  securities  tend to reflect  individual
corporate  developments  to a greater  extent than do higher  rated  securities,
which react  primarily to  fluctuations  in the general level of interest rates.
Lower-quality and comparable  unrated  securities also tend to be more sensitive
to economic  conditions  than are  higher-rated  securities.  As a result,  they
generally  involve  more  credit  risks  than  securities  in  the  higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates,  highly  leveraged  issuers of  lower-quality  securities  may experience
financial  stress and may not have  sufficient  revenues  to meet their  payment
obligations.  The issuer's  ability to service its debt  obligations also may be
adversely affected by specific corporate developments, the issuer's inability to
meet specific projected  business forecast,  or the unavailability of additional
financing.  The risk of loss due to default by an issuer of these  securities is
significantly  greater  than  issuers of  higher-rated  securities  because such
securities  are  generally   unsecured  and  are  often  subordinated  to  other
creditors.  Further,  if the issuer of a lower quality  security  defaulted,  an
investor might incur additional expenses to seek recovery.

<PAGE>

Credit  ratings  issued by credit  rating  agencies are designed to evaluate the
safety of principal  and  interest  payments of rated  securities.  They do not,
however,  evaluate  the  market  value  risk of  lower-quality  securities  and,
therefore,  may not fully reflect the true risks of an investment.  In addition,
credit rating agencies may or may not make timely changes in a rating to reflect
changes in the economy or in the  condition of the issuer that affect the market
value  of the  securities.  Consequently,  credit  ratings  are  used  only as a
preliminary indicator of investment quality.

An  investor  may  have  difficulty  disposing  of  certain   lower-quality  and
comparable  unrated  securities  because there may be a thin trading  market for
such  securities.  Because not all dealers maintain markets in all lower quality
and comparable  unrated  securities,  there is no established  retail  secondary
market for many of these  securities.  To the extent a secondary  trading market
does  exist,  it is  generally  not  as  liquid  as  the  secondary  market  for
higher-rated  securities.  The lack of a  liquid  secondary  market  may have an
adverse  impact  on the  market  price  of the  security.  The  lack of a liquid
secondary  market for certain  securities also may make it more difficult for an
investor to obtain accurate market  quotations.  Market quotations are generally
available  on many  lower-quality  and  comparable  unrated  issues  only from a
limited  number of dealers and may not  necessarily  represent firm bids of such
dealers or prices for actual sales.

Legislation  may be  adopted  from  time to time  designed  to limit  the use of
certain lower quality and comparable unrated securities by certain issuers.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  high-yield   (high-risk)  securities  include:
Call/Prepayment  Risk,  Credit Risk,  Currency  Risk,  Interest  Rate Risk,  and
Management Risk.

Illiquid and Restricted Securities

The Fund may  invest  in  illiquid  securities  (i.e.,  securities  that are not
readily  marketable).  These  securities  may  include,  but are not limited to,
certain  securities  that are subject to legal or  contractual  restrictions  on
resale, certain repurchase agreements, and derivative instruments.

To the extent the Fund  invests in illiquid  or  restricted  securities,  it may
encounter  difficulty  in  determining  a  market  value  for  such  securities.
Disposing  of  illiquid or  restricted  securities  may  involve  time-consuming
negotiations and legal expense,  and it may be difficult - or impossible for the
Fund to sell such an investment promptly and at an acceptable price.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  illiquid and  restricted  securities  include:
Liquidity Risk and Management Risk.

Indexed Securities

The  value of  indexed  securities  is  linked to  currencies,  interest  rates,
commodities, indexes, or other financial indicators. Most indexed securities are
short- to intermediate-term  fixed income securities whose values at maturity or
interest  rates rise or fall  according  to the change in one or more  specified
underlying  instruments.  Indexed  securities  may be  more  volatile  than  the
underlying  instrument  itself and they may be less liquid  than the  securities
represented by the index. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with indexed  securities  include:  Liquidity  Risk,
Management Risk, and Market Risk.

<PAGE>

Inverse Floaters

Inverse  floaters  are created by  underwriters  using the  interest  payment on
securities. A portion of the interest received is paid to holders of instruments
based on current interest rates for short-term securities.  The remainder, minus
a servicing  fee, is paid to holders of 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. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with inverse floaters  include:  Interest Rate Risk and
Management Risk.

Investment Companies

The  Fund may  invest  in  securities  issued  by  registered  and  unregistered
investment companies.  These investments may involve the duplication of advisory
fees and certain other expenses.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risk  associated  with the  securities  of other  investment  companies
includes: Management Risk and Market Risk.

Lending of Portfolio Securities

The Fund may lend certain of its  portfolio  securities to  broker-dealers.  The
current  policy of the Fund's  board is to make  these  loans,  either  long- or
short-term,  to  broker-dealers.  In making 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.  The Fund may
pay reasonable  administrative  and custodial fees in connection with a loan and
may pay a negotiated  portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker.  The Fund will
receive  reasonable  interest  on the loan or a flat fee from the  borrower  and
amounts  equivalent to any dividends,  interest,  or other  distributions on the
securities loaned.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with the lending of  portfolio  securities  include:
Credit Risk and Management Risk.

Loan Participations

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 an investor in the event of fraud or misrepresentation.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with loan  participations  include:  Credit Risk and
Management Risk.

<PAGE>

Mortgage- and Asset-Backed Securities

Mortgage-backed  securities  represent direct or indirect  participations in, or
are secured by and payable from,  mortgage loans secured by real  property,  and
include  single- and  multi-class  pass-through  securities  and  Collateralized
Mortgage  Obligations  (CMOs).  These  securities may be issued or guaranteed by
U.S.  government agencies or  instrumentalities  (see also Agency and Government
Securities),  or by private  issuers,  generally  originators  and  investors in
mortgage loans,  including savings  associations,  mortgage bankers,  commercial
banks,  investment  bankers,  and  special  purpose  entities.   Mortgage-backed
securities issued by private lenders may be supported by pools of mortgage loans
or other mortgage-backed securities that are guaranteed, directly or indirectly,
by the U.S. government or one of its agencies or instrumentalities,  or they may
be issued without any governmental  guarantee of the underlying  mortgage assets
but with some form of non-governmental credit enhancement.

Stripped mortgage-backed  securities are a type of mortgage-backed security that
receive  differing  proportions of the interest and principal  payments from the
underlying assets. 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 in IOs 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.

CMOs are hybrid mortgage-related  instruments secured by pools of mortgage loans
or other mortgage-related  securities,  such as mortgage pass through securities
or stripped  mortgage-backed  securities.  CMOs may be structured  into multiple
classes,  often referred to as  "tranches,"  with each class bearing a different
stated  maturity and entitled to a different  schedule for payments of principal
and  interest,  including  prepayments.   Principal  prepayments  on  collateral
underlying  a CMO may  cause it to be  retired  substantially  earlier  than its
stated maturity.

The yield  characteristics  of  mortgage-backed  securities differ from those of
other debt  securities.  Among the  differences  are that interest and principal
payments  are  made  more  frequently  on  mortgage-backed  securities,  usually
monthly,  and principal may be repaid at any time.  These factors may reduce the
expected yield.

Asset-backed    securities   have   structural    characteristics   similar   to
mortgage-backed  securities.  Asset-backed debt obligations  represent direct or
indirect  participation in, or secured by and payable from, assets such as motor
vehicle  installment  sales contracts,  other  installment loan contracts,  home
equity loans,  leases of various types of property,  and receivables from credit
card  or  other  revolving  credit  arrangements.  The  credit  quality  of most
asset-backed  securities  depends  primarily on the credit quality of the assets
underlying  such  securities,  how well  the  entity  issuing  the  security  is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities,  and  the  amount  and  quality  of  any  credit  enhancement  of  the
securities.  Payments or distributions of principal and interest on asset-backed
debt  obligations  may be  supported  by  non-governmental  credit  enhancements
including  letters  of  credit,   reserve  funds,   overcollateralization,   and
guarantees by third parties.  The market for privately issued  asset-backed debt
obligations is smaller and less liquid than the market for government  sponsored
mortgage-backed securities. (See also Derivative Instruments.)

<PAGE>

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with mortgage- and  asset-backed  securities  include:
Call/Prepayment  Risk,  Credit Risk,  Interest Rate Risk,  Liquidity  Risk,  and
Management Risk.

Mortgage Dollar Rolls

Mortgage   dollar  rolls  are   investments   whereby  an  investor  would  sell
mortgage-backed  securities for delivery in the current month and simultaneously
contract to purchase  substantially  similar  securities  on a specified  future
date.  While  an  investor  would  forego  principal  and  interest  paid on the
mortgage-backed  securities  during  the  roll  period,  the  investor  would be
compensated  by the  difference  between the  current  sales price and the lower
price for the future  purchase as well as by any interest earned on the proceeds
of the initial sale. The investor also could be compensated  through the receipt
of fee income equivalent to a lower forward price.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  mortgage  dollar rolls  include:  Credit Risk,
Interest Rate Risk, and Management Risk.

Municipal Obligations

Municipal obligations include debt obligations issued by or on behalf of states,
territories, possessions, or sovereign nations within the territorial boundaries
of the United States (including the District of Columbia). The interest on these
obligations is generally exempt from federal income tax.  Municipal  obligations
are  generally   classified  as  either   "general   obligations"   or  "revenue
obligations."

General  obligation  bonds are secured by the issuer's pledge of its full faith,
credit,  and taxing  power for the payment of interest  and  principal.  Revenue
bonds are payable only from the  revenues  derived from a project or facility or
from the proceeds of a specified  revenue source.  Industrial  development bonds
are  generally  revenue bonds secured by payments from and the credit of private
users. Municipal notes are issued to meet the short-term funding requirements of
state, regional, and local governments. Municipal notes include tax anticipation
notes,  bond anticipation  notes,  revenue  anticipation  notes, tax and revenue
anticipation  notes,   construction  loan  notes,   short-term  discount  notes,
tax-exempt commercial paper, demand notes, and similar instruments.

Municipal  lease  obligations  may  take the  form of a  lease,  an  installment
purchase,  or a conditional  sales contract.  They are issued by state and local
governments  and  authorities to acquire land,  equipment,  and  facilities.  An
investor  may  purchase  these   obligations   directly,   or  it  may  purchase
participation interests in such obligations.  Municipal leases may be subject to
greater risks than general obligation or revenue bonds. State  constitutions and
statutes set forth requirements that states or municipalities must meet in order
to issue municipal  obligations.  Municipal leases may contain a covenant by the
state or  municipality to budget for and make payments due under the obligation.
Certain municipal leases may, however,  provide that the issuer is not obligated
to make  payments  on the  obligation  in future  years  unless  funds have been
appropriated for this purpose each year.

Yields on municipal  bonds and notes  depend on a variety of factors,  including
money  market  conditions,  municipal  bond  market  conditions,  the  size of a
particular  offering,  the  maturity  of the  obligation,  and the rating of the
issue. The municipal bond market has a large number of different  issuers,  many
having  smaller  sized bond issues,  and a wide choice of  different  maturities
within each issue.  For these reasons,  most  municipal  bonds do not trade on a
daily  basis and many trade  only  rarely.  Because  many of these  bonds  trade
infrequently,  the  spread  between  the bid and offer may be wider and the time
needed to develop a bid or an offer may be longer than other  security  markets.
See the  appendix  for a  discussion  of  securities  ratings.  (See  also  Debt
Obligations.)

<PAGE>

Taxable  Municipal  Obligations.  There is another type of municipal  obligation
that is subject to federal income tax for a variety of reasons.  These municipal
obligations do not qualify for the federal income exemption because (a) they did
not receive necessary authorization for tax-exempt treatment from state or local
government  authorities,  (b) they exceed certain regulatory  limitations on the
cost of issuance for tax-exempt  financing or (c) they finance public or private
activities  that do not  qualify  for the federal  income tax  exemption.  These
non-qualifying   activities  might  include,  for  example,   certain  types  of
multi-family   housing,   certain  professional  and  local  sports  facilities,
refinancing   of  certain   municipal   debt,   and  borrowing  to  replenish  a
municipality's underfunded pension plan.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with municipal obligations include:  Credit Risk, Event
Risk,  Inflation Risk,  Interest Rate Risk,  Legal/Legislative  Risk, and Market
Risk.

Preferred Stock

Preferred  stock is a type of stock that pays  dividends at a specified rate and
that has  preference  over  common  stock in the  payment of  dividends  and the
liquidation of assets. Preferred stock does not ordinarily carry voting rights.

The price of a preferred  stock is generally  determined  by  earnings,  type of
products  or  services,   projected  growth  rates,  experience  of  management,
liquidity,  and  general  market  conditions  of the  markets on which the stock
trades.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with preferred stock include:  Issuer Risk,  Management
Risk, and Market Risk.

Real Estate Investment Trusts

Real estate  investment  trusts  (REITs) are entities that manage a portfolio of
real estate to earn profits for their  shareholders.  REITs can make investments
in real  estate such as  shopping  centers,  nursing  homes,  office  buildings,
apartment complexes,  and hotels. REITs can be subject to extreme volatility due
to  fluctuations in the demand for real estate,  changes in interest rates,  and
adverse economic conditions.  Additionally, the failure of a REIT to continue to
qualify as a REIT for tax purposes can materially affect its value.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest associated with REITs include:  Issuer Risk, Management Risk, and Market
Risk.

Repurchase Agreements

The Fund may enter into  repurchase  agreements  with certain  banks or non-bank
dealers. In a repurchase  agreement,  the Fund buys a security at one price, and
at the time of sale,  the  seller  agrees  to  repurchase  the  obligation  at a
mutually agreed upon time and price (usually within seven days).  The repurchase
agreement  thereby  determines the yield during the purchaser's  holding period,
while the  seller's  obligation  to  repurchase  is  secured by the value of the
underlying  security.  Repurchase  agreements could involve certain risks in the
event of a default or insolvency of the other party to the agreement,  including
possible  delays or  restrictions  upon the  Fund's  ability  to  dispose of the
underlying securities.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with repurchase  agreements  include:  Credit Risk and
Management Risk.

<PAGE>

Reverse Repurchase Agreements

In a reverse repurchase agreement,  the investor would sell a security and enter
into an agreement  to  repurchase  the  security at a specified  future date and
price.  The  investor  generally  retains  the right to interest  and  principal
payments on the security.  Since the investor receives cash upon entering into a
reverse  repurchase  agreement,  it may be  considered  a  borrowing.  (See also
Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with reverse  repurchase  agreements  include:  Credit
Risk, Interest Rate Risk, and Management Risk.

Short Sales

With  short  sales,  an  investor  sells a  security  that  it  does  not own in
anticipation  of a decline in the market value of the security.  To complete the
transaction,  the  investor  must borrow the  security  to make  delivery to the
buyer.  The investor is  obligated to replace the security  that was borrowed by
purchasing  it at the market price on the  replacement  date.  The price at such
time may be more or less than the price at which the investor sold the security.
A fund that is allowed  to utilize  short  sales will  designate  cash or liquid
securities  to cover its open short  positions.  Those  funds also may engage in
"short sales against the box," a form of  short-selling  that involves selling a
security that an investor owns (or has an  unconditioned  right to purchase) for
delivery at a specified date in the future. This technique allows an investor to
hedge protectively against anticipated declines in the market of its securities.
If the value of the  securities  sold  short  increased  prior to the  scheduled
delivery date, the investor loses the opportunity to participate in the gain.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with short sales include:  Management Risk and Market
Risk.

Sovereign Debt

A sovereign debtor's  willingness or ability to repay principal and pay interest
in a timely  manner may be affected by a variety of factors,  including its cash
flow  situation,  the extent of its  reserves,  the  availability  of sufficient
foreign  exchange on the date a payment is due,  the  relative  size of the debt
service burden to the economy as a whole,  the sovereign  debtor's policy toward
international lenders, and the political constraints to which a sovereign debtor
may be subject. (See also Foreign Securities.)

With respect to sovereign debt of emerging market issuers,  investors  should be
aware that certain  emerging  market  countries are among the largest debtors to
commercial  banks and foreign  governments.  At times,  certain  emerging market
countries  have  declared  moratoria on the payment of principal and interest on
external debt.

Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis that led to defaults and the  restructuring  of
certain indebtedness.

Sovereign  debt  includes  Brady Bonds,  which are  securities  issued under the
framework of the Brady Plan,  an  initiative  announced by former U.S.  Treasury
Secretary  Nicholas  F.  Brady in 1989 as a  mechanism  for  debtor  nations  to
restructure their outstanding external commercial bank indebtedness.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks   associated   with   sovereign   debt   include:   Credit  Risk,
Foreign/Emerging Markets Risk, and Management Risk.

<PAGE>

Structured Products

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

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  structured  products  include:   Credit  Risk,
Liquidity Risk, and Management Risk.

Variable- or Floating-Rate Securities

The Fund may invest in  securities  that offer a variable- or  floating-rate  of
interest.  Variable-rate securities provide for automatic establishment of a new
interest rate at fixed intervals (e.g., daily,  monthly,  semi-annually,  etc.).
Floating-rate  securities  generally  provide for  automatic  adjustment  of the
interest rate whenever some specified interest rate index changes.

Variable-  or  floating-rate  securities  frequently  include  a demand  feature
enabling the holder to sell the  securities to the issuer at par. In many cases,
the demand  feature can be exercised at any time.  Some  securities  that do not
have variable or floating  interest  rates may be  accompanied by puts producing
similar results and price characteristics.

Variable-rate demand notes include master demand notes that are obligations that
permit the Fund to invest  fluctuating  amounts,  which may change daily without
penalty,  pursuant to direct  arrangements  between the Fund as lender,  and the
borrower.  The interest  rates on these notes  fluctuate  from time to time. The
issuer of such  obligations  normally has a corresponding  right,  after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations plus accrued interest upon a specified number of days' notice to the
holders of such  obligations.  Because  these  obligations  are  direct  lending
arrangements  between the lender and borrower,  it is not contemplated that such
instruments  generally  will be traded.  There  generally is not an  established
secondary market for these obligations. Accordingly, where these obligations are
not  secured by  letters of credit or other  credit  support  arrangements,  the
Fund's  right to redeem is  dependent  on the  ability  of the  borrower  to pay
principal and interest on demand.  Such obligations  frequently are not rated by
credit rating agencies and may involve heightened risk of default by the issuer.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with variable- or  floating-rate  securities  include:
Credit Risk and Management Risk.

Warrants

Warrants are securities giving the holder the right, but not the obligation,  to
buy the stock of an issuer at a given price (generally  higher than the value of
the stock at the time of  issuance)  during a specified  period or  perpetually.
Warrants may be acquired  separately or in connection  with the  acquisition  of
securities.  Warrants  do not carry with them the right to  dividends  or voting
rights  and they do not  represent  any  rights  in the  assets  of the  issuer.
Warrants may be considered to have more speculative characteristics than certain
other  types of  investments.  In  addition,  the  value of a  warrant  does not
necessarily  change with the value of the underlying  securities,  and a warrant
ceases to have value if it is not exercised prior to its expiration date.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with warrants include: Management Risk and Market Risk.

<PAGE>

When-Issued Securities


These  instruments  are contracts to purchase  securities for a fixed price at a
future date beyond normal  settlement  time  (when-issued  securities or forward
commitments).  The price of debt obligations  purchased on a when-issued  basis,
which  may be  expressed  in  yield  terms,  generally  is fixed at the time the
commitment to purchase is made, but delivery and payment for the securities take
place at a later date.  Normally,  the settlement  date occurs within 45 days of
the purchase  although in some cases  settlement  may take longer.  The investor
does not pay for the  securities or receive  dividends or interest on them until
the contractual  settlement date. Such instruments involve a risk of loss if the
value of the security to be purchased  declines  prior to the  settlement  date,
which risk is in  addition  to the risk of  decline  in value of the  investor's
other  assets.  In  addition,  when the Fund engages in forward  commitment  and
when-issued   transactions  (either  purchases  or  sales),  it  relies  on  the
counterparty to consummate the  transaction.  The failure of the counterparty to
consummate the  transaction  may result in the Fund's losing the  opportunity to
obtain a price and yield considered to be advantageous.


Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with when-issued  securities  include:  Credit Risk and
Management Risk.

Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities

These  securities  are debt  obligations  that do not make regular cash interest
payments (see also Debt Obligations). Zero-coupon and step-coupon securities are
sold at a deep  discount to their face value  because  they do not pay  interest
until  maturity.  Pay-in-kind  securities  pay interest  through the issuance of
additional securities.  Because these securities do not pay current cash income,
the price of these  securities  can be extremely  volatile when  interest  rates
fluctuate. See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  zero-coupon,   step-coupon,   and  pay-in-kind
securities include: Credit Risk, Interest Rate Risk, and Management Risk.

<PAGE>

SECURITY TRANSACTIONS
- -------------------------------------------------------------------------------

Subject to policies set by the board,  IDS Life Insurance  Company (IDS Life) is
authorized  to  determine,  consistent  with  the  Fund's  investment  goal  and
policies,  which  securities  will be purchased,  held, or sold. In  determining
where the buy and sell  orders are to be placed,  IDS Life has been  directed to
use its best efforts to obtain the best  available  price and the most favorable
execution  except where otherwise  authorized by the board.  IDS Life intends to
direct  American  Express  Financial  Corporation  (AEFC) to execute  trades and
negotiate  commissions  on its behalf.  In selecting  broker-dealers  to execute
transactions,  AEFC may consider the price of the security, including commission
or mark-up,  the size and difficulty of the order, the  reliability,  integrity,
financial  soundness,  and general  operation and execution  capabilities of the
broker,  the broker's  expertise in particular  markets,  and research  services
provided by the broker.  These services are covered by the  Investment  Advisory
Agreement  between IDS Life and AEFC.  When AEFC acts on IDS Life's behalf,  for
the Fund, it follows the guidelines stated below.

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.

The Fund's  securities may be 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.

On occasion, it may be desirable to compensate a broker for research services or
for  brokerage  services  by paying a  commission  that might not  otherwise  be
charged or a commission in excess of the amount another broker might charge. The
board  has  adopted  a  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 or AEFC's  overall  responsibilities  with respect to the Fund and
the other funds for which they act as investment managers.

Research provided by brokers  supplements AEFC's own research  activities.  Such
services include economic data on, and analysis of, U.S. and foreign  economies;
information  on  specific  industries;  information  about  specific  companies,
including earnings  estimates;  purchase  recommendations  for stocks and bonds;
portfolio strategy services;  political,  economic, business, and industry trend
assessments;  historical statistical information; market data services providing
information  on specific  issues and prices;  and technical  analysis of various
aspects of the securities markets, including technical charts. Research services
may take the form of written reports,  computer software, or personal contact by
telephone or at seminars or other meetings. 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  include  the  research,   portfolio  management,  and  trading
functions and other services to the extent permitted under an  interpretation by
the SEC.

When paying a commission  that might not otherwise be charged or a commission in
excess  of the  amount  another  broker  might  charge,  IDS  Life  must  follow
procedures  authorized  by the  board.  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 that 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 the Fund to pay a commission in excess
of the amount another  broker might have charged.  IDS Life has advised the Fund
that it is  necessary  to do  business  with a number  of  brokerage  firms on a
continuing basis to obtain such

<PAGE>

services as the handling of large orders,  the  willingness  of a broker to risk
its own money by taking a position in a security,  and the specialized  handling
of a particular  group of  securities  that only certain  brokers may be able to
offer. As a result of this arrangement,  some portfolio  transactions may not be
effected at the lowest  commission,  but IDS Life  believes it may obtain better
overall execution.  IDS Life has represented 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  will 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 and AEFC in providing advice to
all the funds and  accounts  advised by IDS Life and AEFC even  though it is not
possible to relate the benefits to any particular fund.

Each  investment  decision  made  for the  Fund is made  independently  from any
decision made for another portfolio, fund, or other account advised by IDS Life,
AEFC or any of its  subsidiaries.  When the Fund buys or sells the same security
as another portfolio, fund, or account, AEFC 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 the Fund, the Fund
hopes to gain an overall advantage in execution.

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

For fiscal  years noted  below,  each Fund paid the  following  total  brokerage
commissions.  Substantially  all firms through whom  transactions  were executed
provide research services.
<TABLE>
<CAPTION>
<S>                              <C>                       <C>                      <C>

                                    Aug. 31, 1999             Aug. 31, 1998            Aug. 31, 1997
                                    -------------             -------------            -------------
Bond                                 $     63,860                $     85,301              $   168,718
Capital Resource                        6,309,750                   7,319,583                9,778,626
Cash Management                             -0-                       -0-                      -0-
Extra Income                                1,293                       4,211                    1,668
Global Bond                                 -0-                       -0-                      -0-
International                           8,124,560                   6,012,897                6,013,492
Managed                                 2,953,255                   2,698,065                3,490,303
New Dimensions                          1,277,847                   1,172,182                  657,014
Strategy Aggressive                     5,889,467                   6,553,128                7,958,360
</TABLE>

<PAGE>

In  fiscal  year  1999,  the  following   transactions   and  commissions   were
specifically directed to firms in exchange for research services:

                                       Transactions               Commissions
Bond                                       $ -                        $ -
Capital Resource                             -                         -
Cash Management                              -                         -
Extra Income                                 -                         -
Global Bond                                  -                         -
International                                -                         -
Managed                                   290,000                    14,500
New Dimensions                               -                         -
Strategy Aggressive                      2,111,000                  106,765

As of the end of the most recent fiscal year,  International  held no securities
of its regular  brokers or dealers or of the parent of those  brokers or dealers
that derived more than 15% of gross revenue from securities-related activities.

As of the end of the most recent fiscal year,  each Fund held  securities of its
regular  brokers  or dealers  of the  parent of those  brokers  or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:
<TABLE>
<CAPTION>
<S>                                  <C>                                   <C>

                                                                                  Value of Securities
Fund                                   Name of Issuer                         owned at End of Fiscal Year
Bond                                   Bank of America                                $  2,195,508
                                       Fleet Financial Group                            10,573,734
                                       Salomon Smith Barney                              8,289,607
Capital Resource                       Morgan Stanley                                   77,231,250
Cash Management                        Bank of America                                   3,089,840
                                       Fleet Funding                                    26,266,189
                                       Goldman Sachs Group                              23,624,357
                                       Merrill Lynch                                     4,000,000
                                       Morgan Guaranty                                   5,000,000
                                       Salomon Smith Barney                              4,960,583
Extra Income                           Lehman Brothers                                   2,177,500
Global Bond                            Lehman Brothers                                   1,101,183
                                       Morgan (JP)                                         886,950
Managed                                Bank of America                                  27,225,000
                                       Fleet Funding                                     1,893,627
                                       Merrill Lynch                                    26,452,262
                                       Morgan (JP)                                       4,434,750
                                       Morgan Stanley                                   62,214,063
                                       Salomon Smith Barney                              3,845,927
                                       Travelers Property Casualty                      14,200,000
New Dimensions                         Bank of America                                  44,377,356
                                       Morgan Stanley                                   38,966,598
                                       Salomom Smith Barney                             18,222,417
                                       Schwab (Charles)                                 14,875,700
Strategy Aggressive                    Fleet Funding                                    16,735,023
                                       Legg Mason                                          534,892
                                       Salomon Smith Barney                              7,292,732

</TABLE>

<PAGE>

The  Fund's  portfolio  turnover  rate  indicates  changes in its  portfolio  of
securities and will vary from year to year.  The Fund may experience  relatively
higher  portfolio  turnover than normal during a period of rapid asset growth if
smaller  positions   acquired  in  connection  with  portfolio   diversification
requirements  are replaced by larger  positions.  High portfolio  turnover could
result in increased transaction costs.

The  portfolio  turnover  rates for the two most  recent  fiscal  years  were as
follows:

                                    Aug. 31, 1999             Aug. 31, 1998
                                    -------------             -------------
Bond                                      68%                        48%
Capital Resource                          56                         68
Extra Income                              50                         66
Global Bond                               56                         14
International                            102                         86
Managed                                   44                         50
New Dimensions                            27                         34
Strategy Aggressive                      207                        176

Blue Chip Advantage, Diversified Equity Income, Federal Income, Growth and Small
Cap Advantage Funds did not begin operations until September 1999. Therefore, no
brokerage information is provided for those Funds.

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH IDS LIFE
- --------------------------------------------------------------------------------

Affiliates  of American  Express  Company  (of which IDS Life is a  wholly-owned
indirect  subsidiary) may engage in brokerage and other securities  transactions
on behalf of the Fund  according to  procedures  adopted by the board 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
the 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.

No brokerage  commissions  were paid by Bond,  Cash  Management,  Extra  Income,
Global Bond and  International  to brokers  affiliated  with the Advisor for the
three most recent fiscal years.

<PAGE>
<TABLE>
<CAPTION>

Information  about  brokerage  commissions  paid by the Funds for the last three
fiscal  years  to  brokers  affiliated  with the  Advisor  is  contained  in the
following table:

                                      As of the end of Fiscal Year,

                                                                  1999                           1998          1997

                                             ----------------------------------------------  ------------  ------------
<S>                <C>           <C>           <C>           <C>          <C>              <C>          <C>

                                                                               Percent of
                     -------------  -----------  ------------  ------------    Aggregate     ------------  ------------
                                                                             Dollar Amount
                                                  Aggregate                        of         Aggregate     Aggregate
                                                    Dollar      Percent of    Transactions      Dollar        Dollar
                                                  amount of     Aggregate      Involving      Amount of     Amount of
Fund                                 Nature of   Commissions    Brokerage      Payment of    Commissions   Commissions
                        Broker      Affiliation    Paid to     Commissions    Commissions      Paid to       Paid to
                                                    Broker                                      Broker        Broker
Capital Resource     American       Wholly-owned   $582,267        9.23%         17.79%       $630,669      $817,190
Managed              Enterprise     subsidiary      215,973        7.31           9.88         123,736       227,619
New Dimensions       Investment     of the          165,340       12.94          29.28         129,771        20,404
Strategy Aggressive  Services Inc.  Advisor         203,181        3.45           5.13         414,129       183,327
- --------------------
</TABLE>

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

The Fund may quote various  performance  figures to illustrate past performance.
Average annual total return and current yield quotations, if applicable, used by
the Fund are based on standardized methods of computing  performance as required
by the  SEC.  An  explanation  of  the  methods  used  by the  Fund  to  compute
performance follows below.

Average annual total return

The 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)

<PAGE>

Aggregate total return

The 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)

The total return of the S&P 500 Index is  calculated  by several  sources.  Blue
Chip Advantage Fund will use the total return as calculated by Standard & Poor's
Corporation  (S&P) to  measure  the U.S.  stock  market.  The  total  return  is
calculated by adding dividend income to price appreciation.  Total return on the
S&P 500 Index is determined by reinvesting  cash dividends paid on stocks on the
ex-dividend  date that is,  the date on or after  which a sale of stock does not
carry  with  it the  right  to a  dividend  already  declared.  S&P  also  makes
adjustments  for special  dividends,  such as stock  dividends.  The  percentage
changes for the indexes other than the S&P 500 Index reflect reinvestment of all
distributions on a quarterly basis and changes in market prices.  The percentage
changes for all the indexes  exclude  brokerage  commissions  or other fees.  By
comparison, the Fund will incur such fees and other expenses.

Annualized yield

Bond,  Diversified Equity Income,  Extra Income,  Federal Income and Global Bond
may  calculate an  annualized  yield by dividing the net  investment  income per
share deemed  earned  during a 30-day period by the net asset value per share 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


Bond's  annualized yield was 6.62%,  Extra Income's was 12.89% and Global Bond's
was 4.39% for the 30-day period ended Aug. 31, 1999.  Diversified  Equity Income
and Federal Income did not begin operations until September 1999. Therefore,  no
annualized yield has been calculated for these Funds.


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 Fund's shareholders.  Actual amounts paid
to Fund shareholders are reflected in the distribution yield.

<PAGE>

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


Bond's distribution yield was 6.56%, Extra Income's was 12.50% and Global Bond's
was 4.38% for the 30-day period ended Aug. 31, 1999.  Diversified  Equity Income
and Federal Income did not begin operations until September 1999. Therefore,  no
distribution yield has been calculated for these Funds.


Cash Management 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.

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

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


Cash Management  Fund's simple annualized yield was 4.73% and its compound yield
was 4.84% for the seven days ended Aug. 31, 1999,  the last  business day of the
Fund's fiscal year.


Yield, or rate of return, on Cash Management 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  the Fund's  investment  policies,  including  the types of
investments permitted.

In its sales material and other  communications,  the Fund 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 Business Daily,
Kiplinger's Personal Finance,  Lipper Analytical Services,  Money,  Morningstar,
Mutual  Fund  Forecaster,  Newsweek,  The New  York  Times,  Personal  Investor,
Shearson Lehman Aggregate Bond Index,  Stanger Report,  Sylvia Porter's Personal
Finance,  USA Today,  U.S. News and World Report,  The Wall Street Journal,  and
Wiesenberger  Investment  Companies  Service.  The  Fund  also may  compare  its
performance to a wide variety of indexes or averages. There are similarities and
differences  between  the  investments  that  the  Fund  may  purchase  and  the
investments  measured  by the  indexes or averages  and the  composition  of the
indexes or averages will differ from that of the Fund.

<PAGE>

VALUING FUND SHARES
- --------------------------------------------------------------------------------

The value of an  individual  share is  determined  by using the net asset  value
(NAV)  before  shareholder  transactions  for the day. As of the end of the most
recent fiscal year, the computation looked like this:
<TABLE>
<CAPTION>
<S>                      <C>                  <C>         <C>                    <C>       <C>

                                                             Shares outstanding
Fund                                                           at the end of                  Net asset value
                               Net assets      divided by       previous day        equals     of one share
- --------------------------- ----------------- ------------- --------------------- ----------- ----------------
Bond                        $1,750,287,659                      165,705,950                       $10.56
Capital Resource            5,620,566,543                       162,355,580                        34.62
Extra Income                  638,037,876                        72,957,929                         8.75
Global Bond                   197,426,231                        20,069,246                         9.84
International               2,221,030,793                       128,714,852                        17.26
Managed                     5,045,730,836                       267,822,635                        18.84
New Dimensions              3,538,224,646                       187,521,775                        18.87
Strategy Aggressive         2,327,321,980                       141,404,983                        16.46

- ----------------------------------------------------------------------------------------------------------
</TABLE>

Blue Chip Advantage, Diversified Equity Income, Federal Income, Growth and Small
Cap Advantage did not begin operations until September 1999. Therefore, they are
not included in this chart.

In determining net assets before shareholder transactions, the Fund's securities
are valued as follows as of the close of business of the New York Stock Exchange
(the Exchange):

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

o    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.

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

o    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.

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

o    Foreign securities traded outside the United States are generally valued as
     of the time their trading is complete,  which is usually different from the
     close of the Exchange.  Foreign securities quoted in foreign currencies are
     translated into U.S. dollars at the current rate of exchange. Occasionally,
     events  affecting the value of such securities may occur between such times
     and the close of the Exchange that will not be reflected in the computation
     of the 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 board.

<PAGE>

o    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.

o    Securities  without a readily  available market price, and other assets are
     valued at fair value as determined in good faith by the board. The board is
     responsible  for  selecting  methods it believes  provide fair value.  When
     possible,  bonds are valued by a pricing service independent from the 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.

     Cash  Management 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.

o    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, Cash Management 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 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  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  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 Cash  Management  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.


<PAGE>

SELLING SHARES
- -------------------------------------------------------------------------------

The Fund will sell any shares presented by the shareholders  (variable  accounts
or  subaccounts)  for sale.  The policies on when or whether to buy or sell Fund
shares are described in your annuity or life insurance policy prospectus.

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

o    The Exchange  closes for reasons  other than the usual  weekend and holiday
     closings or trading on the Exchange is restricted, or

o    Disposal of the 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

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

Should the Fund stop  selling  shares,  the board 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.

REJECTION OF BUSINESS

The Fund reserves the right to reject any business, in its sole discretion.


CAPITAL LOSS CARRYOVER
- --------------------------------------------------------------------------------

For federal  income tax purposes,  the Bond,  Extra Income and Global Bond Funds
had total capital loss  carryovers of  $91,037,357 at the end of the most recent
fiscal  year,  that if not offset by  subsequent  capital  gains will  expire as
follows:

Fund                                   2007                         2008
- ----                              ---------------            -----------
Bond                                $14,566,694                  $42,662,347
Extra Income                          6,538,287                   22,710,560
Global Bond                             938,847                    3,620,622

It is unlikely that the board will authorize a distribution  of any net realized
capital gains until the available  capital loss carryover has been offset or has
expired except as required by Internal Revenue Service rules.

TAXES
- --------------------------------------------------------------------------------

The 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 50% or more
of the average  value of its assets  consists  of assets  that  produce or could
produce passive income.

<PAGE>

- --------------------------------------------------------------------------------
AGREEMENTS

Investment Management Services Agreement

IDS Life, a wholly-owned  subsidiary of AEFC, is the investment  manager for the
Fund. Under the Investment  Management Services Agreement,  IDS Life, subject to
the policies set by the board, provides investment management services.

For its  services,  IDS  Life  is  paid a fee  monthly  based  on the  following
schedule. 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.

Blue Chip Advantage

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.50              0.560%
Next              0.50              0.545
Next              1.00              0.530
Next              1.00              0.515
Next              3.00              0.500
Over              6.00              0.470


Bond 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


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


<PAGE>

Cash Management

       Assets                Annual rate at
      (billions)            each asset level
First            $1.0               0.510%
Next              0.5               0.493
Next              0.5               0.475
Next              0.5               0.458
Over              2.5               0.440


Diversified Equity Income

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.50              0.560%
Next              0.50              0.545
Next              1.00              0.530
Next              1.00              0.515
Next              3.00              0.500
Over              6.00              0.470


Extra Income

       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


Federal Income

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $1.00              0.610%
Next              1.00              0.595
Next              1.00              0.580
Next              3.00              0.565
Next              3.00              0.550
Over              9.00              0.535

<PAGE>

Global Bond

       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              1.00              0.780


Growth

       Assets                Annual rate at
      (billions)            each asset level
First            $1.00              0.630%
Next              1.00              0.615
Next              1.00              0.600
Next              3.00              0.585
Over              6.00              0.570


International

       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              1.00              0.810
Over              2.00              0.795


Managed

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.5               0.630%
Next              0.5               0.615
Next              1.0               0.600
Next              1.0               0.585
Next              3.0               0.570
Over              6.0               0.550

<PAGE>

New 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


Small Cap Advantage

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.25              0.790%
Next              0.25              0.770
Next              0.25              0.750
Next              0.25              0.730
Next              1.00              0.710
Over              2.00              0.650


Strategy Aggressive

       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              1.00              0.590
Over              2.00              0.575

For Blue  Chip  Advantage,  Diversified  Equity  Income,  Growth  and  Small Cap
Advantage,  before the fee based on the asset charge is paid, it is adjusted for
investment performance.  The adjustment,  determined monthly, will be calculated
using the percentage point difference  between the change in the net asset value
of one share of the Fund and the change in the (i) Lipper Growth and Income Fund
Index (Index) for Blue Chip Advantage and Growth, (ii) Lipper Equity Income Fund
Index for Diversified  Equity Income,  and (iii) the Lipper Small Cap Fund Index
for Small Cap Advantage. The performance of one share of the Fund is measured by
computing the  percentage  difference  between the opening and closing net asset
value  of one  share of the  Fund,  as of the last  business  day of the  period
selected for  comparison,  adjusted  for dividend or capital gain  distributions
which  are  treated  as  reinvested  at the end of the  month  during  which the
distribution  was made.  The  performance  of the  Index for the same  period is
established  by measuring the  percentage  difference  between the beginning and
ending Index for the comparison period. The performance is adjusted for dividend
or capital gain  distributions  (on the  securities  which  comprise the Index),
which  are  treated  as  reinvested  at the end of the  month  during  which the
distribution  was  made.  One  percentage  point  will be  subtracted  from  the
calculation to help assure that incentive adjustments are attributable to AEFC's
management  abilities rather than random  fluctuations and the result multiplied
by 0.01%. That number will be multiplied times the Fund's average net assets for
the comparison period and then divided by the number of months in the comparison
period to determine the monthly adjustment.

<PAGE>

Where the Fund's share performance  exceeds that of the Index, the base fee will
be increased.  Where the performance of the Index exceeds the performance of the
Fund's  shares,  the base  fee  will be  decreased.  For  Blue  Chip  Advantage,
Diversified  Equity Income and Growth,  the maximum monthly increase or decrease
will be 0.08% of each Fund's  average net assets on an annual  basis.  For Small
Cap  Advantage,  the maximum  monthly  increase or decrease will be 0.12% of the
Fund's average net assets on an annual basis.


The 12 month  comparison  period will roll over with each  succeeding  month, so
that it always equals 12 months, ending with the month for which the performance
adjustment is being computed.

On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's  assets (on an annual  basis) was  0.604%  for Bond,  0.601% for  Capital
Resource, 0.510% for Cash Management, 0.620% for Extra Income, 0.840% for Global
Bond, 0.825% for International,  0.589% for Managed,  0.610% for New Dimensions,
0.604% for Strategy  Aggressive.  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.  Blue Chip  Advantage,  Diversified
Equity Income,  Federal Income,  Growth and Small Cap Advantage began operations
September  1999.  Therefore,  they are not  included in these  listings  for the
fiscal year ended Aug. 31, 1999.
<TABLE>
<CAPTION>

The management fee is paid monthly. Under the agreement,  advisory expenses paid
for the following fiscal years were as follows:
<S>                                       <C>                    <C>                    <C>
Fund                                            1999                    1998                   1997
Bond                                        $11,191,880            $11,816,239            $11,582,416
- --------------------------------------
Capital Resource                             33,169,737             31,852,411             27,562,075
- --------------------------------------
Cash Management                               2,828,782              2,041,502              1,845,243
- --------------------------------------
Extra Income                                  3,725,928              2,988,028              1,070,942
- --------------------------------------
Global Bond                                   1,689,945              1,338,718                576,997
- --------------------------------------
International                                17,609,972             18,268,846             16,844,405
- --------------------------------------
Managed                                      29,584,681             28,641,618             23,778,006
- --------------------------------------
New Dimensions                               17,935,431             11,769,360              4,581,562
- --------------------------------------
Strategy Aggressive                          13,697,732             15,625,616             13,049,949

</TABLE>

<PAGE>

Under the  Agreement,  the Fund  also  pays  taxes,  brokerage  commissions  and
nonadvisory expenses, which include custodian fees and expenses, audit expenses,
cost of items sent to contract owners,  postage, fees and expenses paid to board
members 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  securities and expenses properly payable by the Fund,  approved by
the board. All other expenses are borne by IDS Life.
<TABLE>
<CAPTION>

Under the agreement,  nonadvisory  expenses paid for the following  fiscal years
were as follows:
<S>                                      <C>                     <C>                       <C>
Fund                                            1999                    1998                   1997
Bond                                      $  451,601               $  306,961                $  470,062
- --------------------------------------
Capital Resource                             711,962                  691,029                 1,216,304
- --------------------------------------
Cash Management                              116,861                   90,399                   112,930
- --------------------------------------
Extra Income                                 160,872                   82,924                    29,848
- --------------------------------------
Global Bond                                  112,238                   73,014                    53,806
- --------------------------------------
International                              1,431,821                1,494,878                 1,971,367
- --------------------------------------
Managed                                      657,770                  694,841                   781,442
- --------------------------------------
New Dimensions                               627,887                  379,620                   311,923
- --------------------------------------
Strategy Aggressive                          499,525                  389,523                   595,678
</TABLE>

Investment Advisory Agreement

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 an  annual  fee of 0.25% of each  Fund's
average daily net assets except for International  whose fee is 0.35%. Blue Chip
Advantage,  Diversified  Equity  Income,  Federal  Income,  Growth and Small Cap
Advantage began operations September 1999.  Therefore,  they are not included in
these listings for the fiscal year ended Aug. 31, 1999.
<TABLE>
<CAPTION>

Under the  Agreement,  the Advisor paid AEFC for the  following  fiscal years as
follows:
<S>                                        <C>                    <C>                   <C>
Fund                                            1999                    1998                   1997
Bond                                        $4,639,445             $ 4,869,052            $ 4,808,246
- --------------------------------------
Capital Resource                            13,791,067              13,148,180             11,405,895
- --------------------------------------
Cash Management                              1,386,766                 995,844                907,423
- --------------------------------------
Extra Income                                 1,502,390               1,190,430                431,464
- --------------------------------------
Global Bond                                    502,960                 395,622                172,596
- --------------------------------------
International                                7,456,590               7,744,185              7,127,500
- --------------------------------------
Managed                                     12,548,106              12,132,138             10,013,842
- --------------------------------------
New Dimensions                               7,296,923               4,691,961              1,821,928
- --------------------------------------
Strategy Aggressive                          5,662,457               6,496,353              5,385,048
</TABLE>

<PAGE>

Sub-Investment Advisor:

American  Express  Asset  Management   International   Inc.   (Sub-Advisor),   a
wholly-owned  subsidiary  of AEFC  located  at IDS  Tower  10,  Minneapolis,  MN
55440-0010 sub-advises the assets in the International Equity Fund. Sub-Advisor,
subject to the supervision and approval of AEFC,  provides  investment  advisory
assistance  and  day-to-day  management  of the  Fund's  portfolio,  as  well as
investment  research and statistical  information,  under an Investment Advisory
Agreement with AEFC.

Under the agreement,  the  Sub-Advisor  receives an annual fee of 0.35% of daily
net assets.

Under the agreement, the total amount paid for International Fund was $7,456,590
for fiscal year 1999, $7,744,185 for fiscal year 1998, and $7,127,500 for fiscal
year 1997.

American  Express  Asset   Management  Group  Inc.   (Sub-Advisor)  an  indirect
subsidiary  of  AEFC  located  at IDS  Tower  10,  Minneapolis,  MN  55440-0010,
sub-advises the assets of Strategy Aggressive Fund. Sub-Advisor,  subject to the
supervision and approval of AEFC,  provides  investment  advisory assistance and
day-to-day  management of the Fund's portfolio,  as well as investment  research
and statistical  information,  under an Investment Advisory Agreement with AEFC.
Under the agreement,  the Sub-Adviser receives an annual fee of 0.35% of average
daily net assets.

Under the agreement,  the  Sub-Advisor  receives an annual fee of 0.35% of daily
net assets.

Under the  agreement,  the total  amount paid for Strategy  Aggressive  Fund was
$5,662,457 for fiscal year 1999, $6,496,353 for fiscal year 1998, and $5,385,048
for fiscal year 1997.

Kenwood  Capital  Management LLC  (Sub-Advisor)  an indirect  subsidiary of AEFC
located at IDS Tower 10, Minneapolis,  MN 55440-0010,  sub-advises the assets of
Small Cap Advantage Fund.  Sub-Advisor,  subject to the supervision and approval
of AEFC, provides  investment  advisory assistance and day-to-day  management of
the  Fund's   portfolio,   as  well  as  investment   research  and  statistical
information,  under an  Investment  Advisory  Agreement  with  AEFC.  Under  the
agreement,  the Sub-Advisor receives an annual fee of 0.35% of average daily net
assets.  Small Cap Advantage did not begin operations until September 1999. As a
result, no fees were paid during the prior fiscal year.

Administrative Services Agreement

The  Fund  has an  Administrative  Services  Agreement  with  AEFC.  Under  this
agreement,  the Fund pays AEFC a fee for providing administration and accounting
services.  The fee,  based on the following  schedule,  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.

Blue Chip Advantage

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.50             0.040%
Next              0.50             0.035
Next              1.00             0.030
Next              1.00             0.025
Next              3.00             0.020
Over              6.00             0.020

<PAGE>

Bond 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


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


Cash Management

       Assets                Annual rate at
      (billions)            each asset level
First            $1.0              0.030%
Next              0.5              0.027
Next              0.5              0.025
Next              0.5              0.022
Over              2.5              0.020


Diversified Equity Income

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.50             0.040%
Next              0.50             0.035
Next              1.00             0.030
Next              1.00             0.025
Next              3.00             0.020
Over              6.00             0.020

<PAGE>

Extra 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


Federal Income

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $1.00             0.050%
Next              1.00             0.045
Next              1.00             0.040
Next              3.00             0.035
Next              3.00             0.030
Over              9.00             0.025


Global Bond

       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              1.00             0.040


Growth

       Assets                Annual rate at
      (billions)            each asset level
First            $1.00             0.050%
Next              1.00             0.045
Next              1.00             0.040
Next              3.00             0.035
Over              6.00             0.030

<PAGE>

International

       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              0.040
Over              2.0              0.035


Managed

       Assets                Annual rate at
      (billions)            each asset level
      ----------            ----------------
First            $0.5              0.040%
Next              0.5              0.035
Next              1.0              0.030
Next              1.0              0.025
Next              3.0              0.020
Over              6.0              0.020


New 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


Small Cap Advantage

       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              1.00             0.040
Over              2.00             0.035

<PAGE>

Strategy Aggressive

       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              1.00             0.040
Over              2.00             0.035


On the last day of the most recent  fiscal year,  the daily rates applied to the
Funds' net assets on an annual basis were:

Fund                    Daily Rates        Fees Paid During Prior Fiscal Year
- ----                    -----------        ----------------------------------
Bond                       0.048%                    $   933,030
Capital Resource           0.040                       2,297,747
Cash Management            0.030                         173,728
Extra Income               0.050                         321,400
Global Bond                0.060                         123,793
International              0.045                         997,689
Managed                    0.026                       1,402,710
New Dimensions             0.043                       1,339,605
Strategy Aggressive        0.045                       1,046,623

Blue Chip Advantage, Diversified Equity Income, Federal Income, Growth and Small
Cap Advantage did not begin operations until September 1999. Therefore, they are
not included in this list.

PLAN AND AGREEMENT OF DISTRIBUTION

To help defray the cost of  distribution  and  servicing,  the Fund and IDS Life
entered into a Plan and Agreement of Distribution  (Plan) pursuant to Rule 12b-1
under the 1940 Act. Under the Plan, IDS Life is paid a fee up to actual expenses
incurred  at an  annual  rate of up to 0.125% of the  Fund's  average  daily net
assets.

Expenses covered under this Plan include sales commissions;  business,  employee
and financial  advisor expenses charged to distribution of shares;  and overhead
appropriately allocated to the sale of shares. These expenses also include costs
of providing  personal service to contract owners. A substantial  portion of the
costs  are  not  specifically  identified  to any  one of the  American  Express
Variable Portfolio Funds.

The Plan must be  approved  annually  by the board,  including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such  expenditures were made. The Plan
and any  agreement  related  to it may be  terminated  at any  time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect  financial  interest in the  operation  of the Plan or in any
agreement  related  to the Plan,  or by vote of a  majority  of the  outstanding
voting

<PAGE>


securities of the Fund or by IDS Life. The Plan (or any agreement related to it)
will  terminate in the event of its  assignment,  as that term is defined in the
1940 Act.  The Plan may not be  amended to  increase  the amount to be spent for
distribution  without shareholder  approval,  and all material amendments to the
Plan must be approved by a majority of the board  members,  including a majority
of the board members who are not  interested  persons of the Fund and who do not
have a financial  interest in the operation of the Plan or any agreement related
to it. The  selection  and  nomination  of  disinterested  board  members is the
responsibility of the other  disinterested board members. No board member who is
not an interested  person has any direct or indirect  financial  interest in the
operation  of the Plan or any  related  agreement.  The  Plan was not  effective
during the fiscal year. As a result, no fees were paid. The fee is not allocated
to any one  service  (such as  advertising,  payments to  underwriters  or other
uses). However, a significant portion of the fee is generally used for sales and
promotional expenses.


Custodian Agreement

The Fund's securities and cash are held by American Express Trust Company,  1200
Northstar Center West, 625 Marquette Ave., Minneapolis, MN 55402-2307, through a
custodian  agreement.  The  custodian is permitted to deposit some or all of its
securities  in central  depository  systems as allowed by federal  law.  For its
services,  the Fund pays the  custodian  a  maintenance  charge and a charge per
transaction in addition to reimbursing the custodian's out-of-pocket expenses.

The custodian has entered into a sub-custodian  agreement with Bank of New York,
90  Washington  Street,  New  York,  NY  10286.  As part  of  this  arrangement,
securities  purchased outside the United Stated are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

ORGANIZATIONAL INFORMATION
- --------------------------------------------------------------------------------

The Fund is an open-end management investment company. The Fund headquarters are
at IDS Tower 10, Minneapolis, MN 55440-0010.

SHARES

The Fund is owned by the subaccounts,  its shareholders.  The shares of the Fund
represent an interest in that fund's  assets only (and profits or losses),  and,
in the event of  liquidation,  each share of the Fund would have the same rights
to dividends and assets as every other share of that Fund.

VOTING RIGHTS

For a  discussion  of the rights of  contract  owners  concerning  the voting of
shares held by the subaccounts, please see your annuity or life insurance policy
prospectus.  All  shares  have  voting  rights  over the Fund's  management  and
fundamental  policies.  Each share is entitled to one vote for each share owned.
Each class, if applicable,  has exclusive  voting rights with respect to matters
for which separate class voting is appropriate  under applicable law. All shares
have  cumulative  voting  rights with respect to the election of board  members.
This means that  shareholders  have as many votes as the number of shares owned,
including fractional shares, multiplied by the number of members to be elected.

Dividend Rights

Dividends  paid by the Fund,  if any,  with respect to each class of shares,  if
applicable, will be calculated in the same manner, at the same time, on the same
day,  and will be in the same  amount,  except for  differences  resulting  from
differences in fee structures.

<PAGE>
<TABLE>
<CAPTION>

FUND HISTORY TABLE FOR FUNDS MANAGED BY IDS LIFE
<S>                                <C>          <C>          <C>             <C>         <C>

                                      Date of       Form of      State of       Fiscal     Diversified
                                    Organization  Organization Organization    Year End
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
IDS Life Series Fund, Inc.             5/8/85     Corporation       MN           4/30
   Equity Portfolio                                                                            Yes
   Equity Income Portfolio                                                                     Yes
   Government Securities                                                                       Yes
   Portfolio
   Income Portfolio                                                                            Yes
   International Equity Portfolio                                                              Yes
   Managed Portfolio                                                                           Yes
   Money Market Portfolio                                                                      Yes
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Income       4/27/81,    Corporation     NV/MN          8/31
Series, Inc.                          6/13/86*
   AXP Variable Portfolio - Bond                                                               Yes
   Fund
   AXP Variable Portfolio - Extra                                                              Yes
   Income Fund
   AXP Variable Portfolio -                                                                    Yes
   Federal Income Fund
   AXP Variable Portfolio -                                                                     No
   Global Bond Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio -              4/27/81,    Corporation     NV/MN          8/31
Investment Series, Inc.               6/13/86*
   AXP Variable Portfolio - Blue                                                               Yes
   Chip Advantage Fund
   AXP Variable Portfolio -                                                                    Yes
   Capital Resource Fund
   AXP Variable Portfolio -                                                                    Yes
   Growth Fund
   AXP Variable Portfolio                                                                      Yes
   -International Fund
   AXP Variable Portfolio - New                                                                Yes
   Dimensions Fund
   AXP Variable Portfolio - Small                                                              Yes
   Cap Advantage Fund
   AXP Variable Portfolio -                                                                    Yes
   Strategy Aggressive Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Managed       3/5/85     Corporation       MN           8/31
Series, Inc.
   AXP Variable Portfolio -                                                                    Yes
   Diversified Equity Income Fund
   AXP Variable Portfolio -                                                                    Yes
   Managed Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Money        4/27/81,    Corporation     NV/MN          8/31
Market Series, Inc.                   6/13/86*
   AXP Variable Portfolio - Cash                                                               Yes
   Management Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------

* Date merged into a Minnesota corporation.
</TABLE>

<PAGE>

BOARD MEMBERS AND OFFICERS
- -------------------------------------------------------------------------------

Shareholders  elect a board  that  oversees  the  Fund's  operations.  The board
appoints officers who are responsible for day-to-day business decisions based on
policies set by the board.


The following is a list of the Fund's board members.  They serve 15 Master Trust
portfolios and 58 American Express funds.


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.

Arne H. Carlson+'*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN

Chairman  and chief  executive  officer of the Fund.  Chairman,  Board  Services
Corporation  (provides  administrative  services to boards).  Former Governor of
Minnesota.

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,  and Union
Pacific Resources.

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

Senior adviser to the chief executive officer of AEFC.

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

President, chief executive officer and director of AEFC.

<PAGE>

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

Retired 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.  (electronics),  C-Cor
Electronics, Inc., and Amnex, Inc. (communications).

William R. Pearce'
Born in 1927
2050 One Financial Plaza
Minneapolis, MN

RII Weyerhaeuser World Timberfund, L.P. (develops timber resources) - management
committee. Retired vice chairman of the board, Cargill,  Incorporated (commodity
merchants and processors). Former chairman, Board Services Corporation.

Alan K. Simpson+
Born in 1931
1201 Sunshine Ave.
Cody, WY

Director of The Institute of Politics,  Harvard  University.  Former  three-term
United States Senator for Wyoming.  Former  Assistant  Republican  Leader,  U.S.
Senate. Director, PacifiCorp (electric power) and Biogen (bio-pharmaceuticals).

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

Senior vice president of AEFC.

<PAGE>

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

Retired  chairman  of  the  board  and  chief  executive  officer,  The  Valspar
Corporation  (paints).  Director,  Valspar,  Bemis  Corporation  (packaging) and
General Mills, Inc. (consumer foods).

+ Member of executive committee.
' Member of investment review committee.
* Interested person by reason of being an officer and employee of the Fund.
**Interested person by reason of being an officer, board member, employee and/or
shareholder of AEFC or American Express.

The board has appointed  officers who are  responsible  for day-to-day  business
decisions based on policies it has established.  In addition to Mr. Carlson, who
is chairman of the board,  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 of Board Services  Corporation.  Vice  president,  general counsel and
secretary for the Fund.

Officers who also are officers and 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 Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.

John M. Knight
Born in 1952
IDS Tower 10
Minneapolis, MN

Vice President - investment accounting of AEFC. Treasurer for the Fund.

<PAGE>

COMPENSATION FOR BOARD MEMBERS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 27 meetings, received the following compensation:

                                            Compensation Table
                                          for AXP VP - Bond Fund
<S>                              <C>                                    <C>

                                                                          Total cash compensation from the
                                       ---------------------------------     American Express funds and
Board member                                       Aggregate                Preferred Master Trust Group
                                       ---------------------------------
                                          compensation from the Fund
H. Brewster Atwater, Jr.                            $2,158                           $117,900
Lynne V. Cheney                                      1,820                             96,900
Heinz F. Hutter                                      1,833                             98,400
Anne P. Jones                                        2,081                            112,400
William R. Pearce                                      717                             39,000
Alan K. Simpson                                      1,820                             96,900
Edson W. Spencer                                     1,517                             81,000
Wheelock Whitney                                     1,392                             73,500
C. Angus Wurtele                                     2,258                            123,900

                                            Compensation Table
                                    for AXP VP - Capital Resource Fund

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $3,725                           $117,900
Lynne V. Cheney                                      3,479                             96,900
Heinz F. Hutter                                      3,400                             98,400
Anne P. Jones                                        3,756                            112,400
William R. Pearce                                    1,342                             39,000
Alan K. Simpson                                      3,479                             96,900
Edson W. Spencer                                     2,833                             81,000
Wheelock Whitney                                     2,708                             73,500
C. Angus Wurtele                                     3,825                            123,900

                                            Compensation Table
                                  for AXP VP - Money Market Series, Inc.

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $1,392                           $117,900
Lynne V. Cheney                                      1,008                             96,900
Heinz F. Hutter                                      1,067                             98,400
Anne P. Jones                                        1,260                            112,400
William R. Pearce                                      425                             39,000
Alan K. Simpson                                      1,008                             96,900
Edson W. Spencer                                       867                             81,000
Wheelock Whitney                                       742                             73,500
C. Angus Wurtele                                     1,492                            123,900

<PAGE>

                                            Compensation Table
                                      for AXP VP - Extra Income Fund

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $1,392                           $117,900
Lynne V. Cheney                                      1,008                             96,900
Heinz F. Hutter                                      1,067                             98,400
Anne P. Jones                                        1,260                            112,400
William R. Pearce                                      425                             39,000
Alan K. Simpson                                      1,008                             96,900
Edson W. Spencer                                       867                             81,000
Wheelock Whitney                                       742                             73,500
C. Angus Wurtele                                     1,492                            123,900

                                            Compensation Table
                                      for AXP VP - Global Bond Fund

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $1,225                            117,900
Lynne V. Cheney                                        831                             96,900
Heinz F. Hutter                                        900                             98,400
Anne P. Jones                                        1,082                            112,400
William R. Pearce                                      342                             39,000
Alan K. Simpson                                        831                             96,900
Edson W. Spencer                                       733                             81,000
Wheelock Whitney                                       608                             73,500
C. Angus Wurtele                                     1,325                            123,900

                                            Compensation Table
                                     for AXP VP - International Fund

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $2,192                           $117,900
Lynne V. Cheney                                      1,856                             96,900
Heinz F. Hutter                                      1,867                             98,400
Anne P. Jones                                        2,118                            112,400
William R. Pearce                                      717                             39,000
Alan K. Simpson                                      1,856                             96,900
Edson W. Spencer                                     1,550                             81,000
Wheelock Whitney                                     1,425                             73,500
C. Angus Wurtele                                     2,292                            123,900

<PAGE>

                                            Compensation Table
                                    for AXP VP - Managed Series, Inc.

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $3,592                           $117,900
Lynne V. Cheney                                      3,338                             96,900
Heinz F. Hutter                                      3,267                             98,400
Anne P. Jones                                        3,613                            112,400
William R. Pearce                                    1,300                             39,000
Alan K. Simpson                                      3,338                             96,900
Edson W. Spencer                                     2,717                             81,000
Wheelock Whitney                                     2,592                             73,500
C. Angus Wurtele                                     3,692                            123,900

                                            Compensation Table
                                     for AXP VP - New Dimensions Fund

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $2,192                           $117,900
Lynne V. Cheney                                      1,856                             96,900
Heinz F. Hutter                                      1,867                             98,400
Anne P. Jones                                        2,114                            112,400
William R. Pearce                                      800                             39,000
Alan K. Simpson                                      1,856                             96,900
Edson W. Spencer                                     1,517                             81,000
Wheelock Whitney                                     1,392                             73,500
C. Angus Wurtele                                     2,292                            123,900

                                            Compensation Table
                                  for AXP VP - Strategy Aggressive Fund

                                                                          Total cash compensation from the
                                       ---------------------------------  ---------------------------------
Board member                                       Aggregate                 American Express funds and
                                          compensation from the Fund        Preferred Master Trust Group
H. Brewster Atwater, Jr.                            $2,325                           $117,900
Lynne V. Cheney                                      1,997                             96,900
Heinz F. Hutter                                      2,000                             98,400
Anne P. Jones                                        2,261                            112,400
William R. Pearce                                      758                             39,000
Alan K. Simpson                                      1,997                             96,900
Edson W. Spencer                                     1,667                             81,000
Wheelock Whitney                                     1,542                             73,500
C. Angus Wurtele                                     2,425                            123,900
</TABLE>

As of 30 days  prior to the date of this  SAI,  the  Fund's  board  members  and
officers as a group owned less than 1% of the outstanding shares of any class.

Blue Chip advantage, Diversified Equity Income, Federal Income, Growth and Small
Cap Advantage did not begin  operations  until September 1999.  Therefore,  they
paid no board compensation for the past fiscal year.

INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG  LLP,  4200  Norwest  Center,  90 S.  Seventh  St.,
Minneapolis,   MN  55402-3900.  The  independent  auditors  also  provide  other
accounting and tax-related services as requested by the Fund.

<PAGE>


                                   APPENDIX A

                     DESCRIPTION OF MONEY MARKET SECURITIES

The types of instruments that form the major part of the Fund's  investments are
described below.

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  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.

<PAGE>

Repurchase  Agreements -- A repurchase  agreement  involves the  acquisition  of
securities by the Fund,  with the concurrent  agreement by a bank (or securities
dealer if permitted by law or  regulation),  to reacquire the  securities at the
Fund's cost, plus interest, within a specified time. The Fund 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 Fund have a total value equal to or in excess of the
value of the  repurchase  agreement and are held by the Fund's  custodian  until
required.

Floating rate instruments -- These instruments pay interest at a rate tied to an
external  interest  rate.  The rate  changes  whenever  there is a change in the
external interest rate.

If AEFC becomes aware that a security owned by the Fund is downgraded  below the
second  highest  rating,  AEFC will either sell the security or recommend to the
Fund's board why it should not be sold.

<PAGE>


                                   APPENDIX B


                             DESCRIPTION OF RATINGS


                         Standard & Poor's Debt Ratings
A Standard & Poor's  corporate or municipal debt rating is a current  assessment
of the  creditworthiness  of an obligor with  respect to a specific  obligation.
This  assessment  may  take  into  consideration  obligors  such as  guarantors,
insurers, or lessees.

The debt rating is not a recommendation  to purchase,  sell, or hold a security,
inasmuch  as it does  not  comment  as to  market  price  or  suitability  for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by S&P from other sources it considers  reliable.  S&P does not perform an audit
in connection with any rating and may, on occasion,  rely on unaudited financial
information.  The ratings may be changed, suspended, or withdrawn as a result of
changes  in,  or   unavailability   of  such   information  or  based  on  other
circumstances.

The ratings are based, in varying degrees, on the following considerations:

         o    Likelihood of default  capacity and  willingness of the obligor as
              to the timely  payment of interest  and  repayment of principal in
              accordance with the terms of the obligation.

         o    Nature of and provisions of the obligation.

         o    Protection  afforded by, and relative  position of, the obligation
              in the event of bankruptcy,  reorganization,  or other arrangement
              under the laws of bankruptcy and other laws  affecting  creditors'
              rights.

Investment Grade

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to
pay interest and repay principal is extremely strong.

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

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

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

<PAGE>

Speculative grade

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates  the least degree of  speculation  and C the highest.  While such debt
will  likely  have  some  quality  and  protective  characteristics,  these  are
outweighed by large uncertainties or major exposures to adverse conditions.

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

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

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

Debt rated CC typically is applied to debt  subordinated  to senior debt that is
assigned an actual or implied CCC rating.

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

The rating CI is reserved for income bonds on which no interest is being paid.

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

                         Moody's Long-Term Debt Ratings

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

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

<PAGE>

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

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

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

B - Bonds  that  are  rated B  generally  lack  characteristics  of a  desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any long period of time may be small.

Caa - Bonds  that are  rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent  obligations  that are  speculative  in a
high degree. Such issues are often in default or have other marked shortcomings.

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

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

A Standard  & Poor's  commercial  paper  rating is a current  assessment  of the
likelihood  of timely  payment of debt  considered  short-term  in the  relevant
market.

Ratings are graded into  several  categories,  ranging  from A-1 for the highest
quality obligations to D for the lowest. These categories are as follows:

         A-1      This  highest  category  indicates  that the  degree of safety
                  regarding timely payment is strong. Those issues determined to
                  possess  extremely strong safety  characteristics  are denoted
                  with a plus sign (+) designation.

         A-2      Capacity for timely payment on issues with this designation is
                  satisfactory. However, the relative degree of safety is not as
                  high as for issues designated A-1.

         A-3      Issues carrying this  designation  have adequate  capacity for
                  timely  payment.  They are,  however,  more  vulnerable to the
                  adverse effects of changes in  circumstances  than obligations
                  carrying the higher designations.

         B        Issues are  regarded as having only  speculative  capacity for
                  timely payment.

         C        This rating is assigned to short-term  debt  obligations  with
                  doubtful capacity for payment.

<PAGE>

         D        Debt rated D is in payment  default.  The D rating category is
                  used when interest payments or principal payments are not made
                  on the date due, even if the  applicable  grace period has not
                  expired,  unless S&P believes  that such payments will be made
                  during such grace period.

                         Standard & Poor's Note Ratings

An S&P note rating reflects the liquidity factors and market-access risks unique
to notes.  Notes  maturing  in three  years or less will  likely  receive a note
rating.  Notes maturing  beyond three years will most likely receive a long-term
debt rating.

Note rating symbols and definitions are as follows:

         SP-1     Strong   capacity  to  pay  principal  and  interest.   Issues
                  determined to possess very strong  characteristics are given a
                  plus (+) designation.

         SP-2     Satisfactory capacity to pay principal and interest, with some
                  vulnerability  to adverse  financial and economic changes over
                  the term of the notes.

         SP-3     Speculative capacity to pay principal and interest.


                           Moody's Short-Term Ratings

Moody's  short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations.  These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

         Issuers  rated  Prime-l (or  supporting  institutions)  have a superior
         ability for repayment of senior  short-term debt  obligations.  Prime-l
         repayment  ability  will often be  evidenced  by many of the  following
         characteristics:  (i)  leading  market  positions  in  well-established
         industries,  (ii)  high  rates  of  return  on  funds  employed,  (iii)
         conservative  capitalization  structure with moderate  reliance on debt
         and ample asset protection,  (iv) broad margins in earnings coverage of
         fixed financial charges and high internal cash generation, and (v) well
         established  access to a range of financial markets and assured sources
         of alternate liquidity.

         Issuers  rated  Prime-2  (or  supporting  institutions)  have a  strong
         ability for repayment of senior short-term debt obligations.  This will
         normally be evidenced by many of the  characteristics  cited above, but
         to a lesser degree.  Earnings trends and coverage ratios,  while sound,
         may be more subject to variation. Capitalization characteristics, while
         still appropriate,  may be more affected by external conditions.  Ample
         alternate liquidity is maintained.

         Issuers rated Prime-3 (or supporting  institutions)  have an acceptable
         ability for repayment of senior short-term  obligations.  The effect of
         industry   characteristics   and  market   compositions   may  be  more
         pronounced.  Variability  in earnings and  profitability  may result in
         changes in the level of debt  protection  measurements  and may require
         relatively high financial leverage.
         Adequate alternate liquidity is maintained.

         Issuers  rated Not  Prime do not fall  within  any of the Prime  rating
         categories.

<PAGE>

                                 Moody's & S&P's
                         Short-Term Muni Bonds and Notes

Short-term  municipal  bonds  and notes are  rated by  Moody's  and by S&P.  The
ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's  MIG  1/VMIG 1  indicates  the best  quality.  There is  present  strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

Moody's MIG 2/VMIG 2 indicates  high quality.  Margins of  protection  are ample
although not so large as in the preceding group.

Moody's MIG 3/VMIG 3 indicates  favorable  quality.  All  security  elements are
accounted  for but there is lacking the  undeniable  strength  of the  preceding
grades.  Liquidity and cash flow  protection may be narrow and market access for
refinancing is likely to be less well established.

Moody' s MIG 4/VMIG 4 indicates adequate quality.  Protection  commonly regarded
as required of an investment  security is present and although not distinctly or
predominantly speculative, there is specific risk.

Standard & Poor's rating SP-1  indicates  very strong or strong  capacity to pay
principal and interest.  Those issues determined to possess  overwhelming safety
characteristics will be given a plus (+) designation.

Standard & Poor's rating SP-2 indicates  satisfactory  capacity to pay principal
and interest.

Standard & Poor's rating SP-3  indicates  speculative  capacity to pay principal
and interest.

<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

               AXPSM Variable Portfolio - Investment Series, Inc.
                 AXPSM Variable Portfolio - New Dimensions Fund


                                  Oct. 29, 1999

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus and the financial  Statements contained in the
most recent Annual Report to  Shareholders  (Annual Report) that may be obtained
from your  financial  advisor  or by  writing to  American  Express(R)  Variable
Portfolio  Funds,  IDS  Tower  10,  Minneapolis,  MN  55440-0010  or by  calling
800-437-0602.

The Independent Auditors' Report and the Financial  Statements,  including Notes
to the  Financial  Statements  and the Schedule of  Investments  in  Securities,
contained in the Annual Report are  incorporated  in this SAI by  reference.  No
other portion of the Annual Report,  however, is incorporated by reference.  The
prospectus for the Fund,  dated the same date as this SAI, also is  incorporated
in this SAI by reference.

<PAGE>

                                TABLE OF CONTENTS


Fundamental Investment Policies......................................p.3

Investment Strategies and Types of Investments.......................p.5

Information Regarding Risks and Investment Strategies................p.7

Security Transactions...............................................p.30

Brokerage Commissions Paid to Brokers Affiliated with IDS Life......p.32

Performance Information.............................................p.33

Valuing Fund Shares.................................................p.34

Selling Shares......................................................p.35


Taxes...............................................................p.35


Agreements..........................................................p.36

Organizational Information..........................................p.38

Board Members and Officers..........................................p.40

Compensation for Board Members......................................p.43


Independent Auditors................................................p.43


Appendix:  Description of Ratings...................................p.44

<PAGE>

FUNDAMENTAL INVESTMENT POLICIES
- --------------------------------------------------------------------------------

Throughout this SAI, the Fund is referred to as follows:

AXP Variable Portfolio - New Dimensions Fund  (New Dimensions)

Fundamental  investment  policies  adopted by the Fund cannot be changed without
the approval of a majority of the outstanding  voting  securities of the Fund as
defined in the Investment Company Act of 1940, as amended (the 1940 Act).

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.

The policies  below are  fundamental  policies that apply to the Fund and may be
changed  only with  shareholder  approval.  Unless  holders of a majority of the
outstanding voting securities agree to make the change, the Fund will not:

o    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.

o    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.

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

o    Concentrate in any one industry. According to the present interpretation by
     the 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.

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

o    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.

o    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>

o    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.

o    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.

o    Lend Fund securities in excess of 30% of its net assets.

Except for the fundamental  policies listed above, the other investment policies
described  in the  prospectus  and in this  SAI are not  fundamental  and may be
changed by the board at any time.

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
- --------------------------------------------------------------------------------


This table shows various  investment  strategies and investments that many funds
are  allowed to engage in and  purchase.  It is  intended to show the breadth of
investments  that the  investment  manager may make on behalf of the Fund. For a
description of principal risks,  please see the prospectus.  Notwithstanding the
Fund's  ability to utilize  these  strategies  and  techniques,  the  investment
manager is not obligated to use them at any particular  time. For example,  even
though  the  investment  manager  is  authorized  to adopt  temporary  defensive
positions and is  authorized to attempt to hedge against  certain types of risk,
these practices are left to the investment manager's sole discretion.


- ----------------------------------------------- --------------------------
Investment strategies & types of investments:    Allowable for the Fund?

- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Agency and Government Securities                           yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Borrowing                                                  yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Cash/Money Market Instruments                              yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Collateralized Bond Obligations                            yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Commercial Paper                                           yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Common Stock                                               yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Convertible Securities                                     yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Corporate Bonds                                            yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Debt Obligations                                           yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Depositary Receipts                                        yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Derivative Instruments                                     yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Foreign Currency Transactions                              yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Foreign Securities                                         yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
High-Yield (High-Risk) Securities (Junk Bonds)             yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Illiquid and Restricted Securities                         yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Indexed Securities                                         yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Inverse Floaters                                           no
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Investment Companies                                       yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Lending of Portfolio Securities                            yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Loan Participations                                        yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Mortgage- and Asset-Backed Securities                      yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Mortgage Dollar Rolls                                      no
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Municipal Obligations                                      yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Preferred Stock                                            yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Real Estate Investment Trusts                              yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Repurchase Agreements                                      yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Reverse Repurchase Agreements                              yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Short Sales                                                no
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Sovereign Debt                                             yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Structured Products                                        yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Variable- or Floating-Rate Securities                      yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Warrants                                                   yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
When-Issued Securities                                     yes
- ----------------------------------------------- --------------------------
- ----------------------------------------------- --------------------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind                  yes
Securities

- ----------------------------------------------- --------------------------

<PAGE>

The following are guidelines that may be changed by the board at any time:

o    The Fund may invest up to 30% of its total assets in foreign investments.

o    No more than 5% of the  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.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not buy on margin or sell short, but the Fund may make margin
     payments in connection with transactions in stock index futures contracts.

o    The Fund will not  invest  more than 10% of its  assets  in  securities  of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

RISKS

The  following  is a summary  of common  risk  characteristics.  Following  this
summary is a description of certain  investments  and investment  strategies and
the risks  most  commonly  associated  with them  (including  certain  risks not
described below and, in some cases, a more  comprehensive  discussion of how the
risks apply to a particular investment or investment strategy).  Please remember
that a mutual  fund's  risk  profile  is largely  defined by the fund's  primary
securities and investment strategies.  However, most mutual funds are allowed to
use certain  other  strategies  and  investments  that may have  different  risk
characteristics. Accordingly, one or more of the following types of risk will be
associated  with the Fund at any time (for a  description  of  principal  risks,
please see the prospectus):

Call/Prepayment Risk

The risk that a bond or other security might be called (or otherwise  converted,
prepaid,  or redeemed) before maturity.  This type of risk is closely related to
"reinvestment risk."

Correlation Risk

The risk that a given  transaction  may fail to achieve its objectives due to an
imperfect  relationship  between  markets.  Certain  investments  may react more
negatively than others in response to changing market conditions.

Credit Risk

The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.

Event Risk

Occasionally,  the value of a security may be seriously and unexpectedly changed
by a natural or industrial accident or occurrence.

Foreign/Emerging Markets Risk

The following are all components of foreign/emerging markets risk:

         Country risk includes the political,  economic, and other conditions of
a country. These conditions include lack of publicly available information, less
government  oversight  (including  lack of accounting,  auditing,  and financial
reporting standards),  the possibility of government-imposed  restrictions,  and
even the nationalization of assets.

         Currency  risk  results  from the  constantly  changing  exchange  rate
between local currency and the U.S.  dollar.  Whenever the Fund holds securities
valued in a foreign currency or holds the currency, changes in the exchange rate
add or subtract from the value of the investment.

<PAGE>

         Custody risk refers to the process of clearing and settling trades.  It
also covers holding  securities with local agents and depositories.  Low trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

         Emerging  markets risk includes the dramatic pace of change  (economic,
social,  and  political)  in  emerging  market  countries  as well as the  other
considerations  listed above.  These markets are in early stages of  development
and are extremely volatile. They can be marked by extreme inflation, devaluation
of  currencies,  dependence  on  trade  partners,  and  hostile  relations  with
neighboring countries.

Inflation Risk

Also known as  purchasing  power risk,  inflation  risk  measures the effects of
continually rising prices on investments. If an investment's yield is lower than
the rate of inflation,  your money will have less purchasing  power as time goes
on.

Interest Rate Risk


The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall).  In general,  the longer the maturity of a bond, the higher its yield and
the greater its sensitivity to changes in interest rates.


Issuer Risk

The risk that an  issuer,  or the value of its  stocks  or bonds,  will  perform
poorly. Poor performance may be caused by poor management decisions, competitive
pressures, breakthroughs in technology, reliance on suppliers, labor problems or
shortages, corporate restructurings, fraudulent disclosures, or other factors.

Legal/Legislative Risk

Congress and other  governmental  units have the power to change  existing  laws
affecting securities. A change in law might affect an investment adversely.

Leverage Risk

Some derivative  investments (such as options,  futures,  or options on futures)
require  little or no initial  payment  and base their  price on a  security,  a
currency,  or an index. A small change in the value of the underlying  security,
currency,  or  index  may  cause a  sizable  gain or  loss in the  price  of the
instrument.

Liquidity Risk

Securities  may be  difficult  or  impossible  to sell at the time that the Fund
would  like.  The  Fund  may  have  to  lower  the  selling  price,  sell  other
investments, or forego an investment opportunity.

Management Risk

The risk that a strategy or selection method utilized by the investment  manager
may fail to  produce  the  intended  result.  When all other  factors  have been
accounted for and the investment manager chooses an investment,  there is always
the possibility that the choice will be a poor one.

<PAGE>

Market Risk

The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the economy,  industry,  or the market as a whole. The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Reinvestment Risk


The risk that an investor  will not be able to reinvest  income or  principal at
the same rate it currently is earning.


Sector/Concentration Risk

Investments that are concentrated in a particular issuer,  geographic region, or
industry will be more  susceptible  to changes in price (the more you diversify,
the more you spread risk).

Small Company Risk

Investments  in small and medium  companies  often  involve  greater  risks than
investments  in larger,  more  established  companies  because  small and medium
companies  may lack the  management  experience,  financial  resources,  product
diversification,  and competitive strengths of larger companies. In addition, in
many  instances  the  securities  of small and medium  companies are traded only
over-the-counter  or on regional  securities  exchanges  and the  frequency  and
volume  of their  trading  is  substantially  less  than is  typical  of  larger
companies.

<PAGE>

INVESTMENT STRATEGIES

The following  information  supplements the discussion of the Fund's  investment
objectives, policies, and strategies that are described in the prospectus and in
this SAI. The following describes many strategies that many mutual funds use and
types of securities  that they  purchase.  Please refer to the section  entitled
Investment  Strategies  and Types of  Investments to see which are applicable to
the Fund.

Agency and Government Securities

The U.S.  government and its agencies issue many different  types of securities.
U.S.  Treasury bonds,  notes, and bills and securities  including  mortgage pass
through  certificates of the Government National Mortgage Association (GNMA) are
guaranteed by the U.S. government.  Other U.S. government  securities are issued
or guaranteed by federal  agencies or  government-sponsored  enterprises but are
not  guaranteed  by the U.S.  government.  This may  increase  the  credit  risk
associated with these investments.

Government-sponsored   entities  issuing  securities  include  privately  owned,
publicly  chartered  entities  created  to reduce  borrowing  costs for  certain
sectors of the economy, such as farmers,  homeowners, and students. They include
the  Federal  Farm  Credit  Bank  System,   Farm  Credit  Financial   Assistance
Corporation,  Federal  Home Loan  Bank,  FHLMC,  FNMA,  Student  Loan  Marketing
Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored
entities may issue discount notes (with maturities ranging from overnight to 360
days) and  bonds.  Agency  and  government  securities  are  subject to the same
concerns as other debt obligations. (See also Debt Obligations and Mortgage- and
Asset-Backed Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  agency  and  government   securities  include:
Call/Prepayment  Risk, Inflation Risk, Interest Rate Risk,  Management Risk, and
Reinvestment Risk.

Borrowing

The Fund may borrow money from banks for  temporary  or  emergency  purposes and
make other  investments or engage in other  transactions  permissible  under the
1940 Act that may be considered a borrowing  (such as  derivative  instruments).
Borrowings  are subject to costs (in addition to any interest  that may be paid)
and  typically  reduce the  Fund's  total  return.  Except as  qualified  above,
however, the Fund will not buy securities on margin.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with borrowing  include:  Inflation Risk and Management
Risk.

Cash/Money Market Instruments

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  Cash-equivalent  investments  include 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  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. (See also Commercial Paper, Debt
Obligations,  Repurchase Agreements, and Variable- or Floating-Rate Securities.)
These types of instruments  generally  offer low rates of return and subject the
Fund to certain costs and expenses.

See the appendix for a discussion of securities ratings.

<PAGE>

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with cash/money  market  instruments  include:  Credit
Risk, Inflation Risk, and Management Risk.

Collateralized Bond Obligations

Collateralized  bond  obligations  (CBOs) are investment grade bonds backed by a
pool of junk  bonds.  CBOs are  similar in concept  to  collateralized  mortgage
obligations  (CMOs),  but  differ in that CBOs  represent  different  degrees of
credit  quality  rather  than  different  maturities.  (See also  Mortgage-  and
Asset-Backed  Securities.)  Underwriters of CBOs package a large and diversified
pool of high-risk,  high-yield junk bonds, which is then separated into "tiers."
Typically,  the first tier represents the higher quality collateral and pays the
lowest  interest  rate;  the second  tier is backed by riskier  bonds and pays a
higher rate; the third tier  represents the lowest credit quality and instead of
receiving a fixed interest rate receives the residual  interest  payments--money
that is left over after the higher tiers have been paid.  CBOs,  like CMOs,  are
substantially  overcollateralized and this, plus the diversification of the pool
backing them, earns them  investment-grade  bond ratings.  Holders of third-tier
CBOs stand to earn high yields or less money  depending  on the rate of defaults
in the collateral pool. (See also High-Yield (High-Risk) Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with CBOs include:  Call/Prepayment  Risk, Credit Risk,
Interest Rate Risk, and Management Risk.

Commercial Paper

Commercial  paper is a short-term debt obligation with a maturity ranging from 2
to 270 days issued by banks,  corporations,  and other borrowers.  It is sold to
investors with temporary idle cash as a way to increase  returns on a short-term
basis.  These  instruments are generally  unsecured,  which increases the credit
risk  associated  with this type of investment.  (See also Debt  Obligations and
Illiquid and Restricted Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with commercial paper include:  Credit Risk,  Liquidity
Risk, and Management Risk.

Common Stock

Common stock  represents  units of ownership in a corporation.  Owners typically
are entitled to vote on the selection of directors and other  important  matters
as  well  as to  receive  dividends  on  their  holdings.  In the  event  that a
corporation  is  liquidated,  the claims of secured and unsecured  creditors and
owners of bonds and preferred stock take precedence over the claims of those who
own common stock.

The price of common stock is generally determined by corporate earnings, type of
products or services offered,  projected growth rates, experience of management,
liquidity,  and  general  market  conditions  for the markets on which the stock
trades.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with common stock  include:  Issuer Risk,  Management
Risk, Market Risk, and Small Company Risk.

Convertible Securities

Convertible securities are bonds, debentures,  notes, preferred stocks, or other
securities  that may be  converted  into common stock of the same or a different
issuer within a particular period of time at a specified price. Some convertible
securities, such as preferred  equity-redemption  cumulative stock (PERCs), have
mandatory  conversion  features.  Others are voluntary.  A convertible  security
entitles the holder to receive interest  normally paid or accrued on debt or the
dividend paid on preferred  stock until the convertible  security  matures or is
redeemed, converted, or exchanged. Convertible securities have unique

<PAGE>

investment  characteristics  in that they  generally (i) have higher yields than
common stocks but lower yields than comparable non-convertible  securities, (ii)
are less subject to fluctuation  in value than the  underlying  stock since they
have fixed income  characteristics,  and (iii) provide the potential for capital
appreciation if the market price of the underlying common stock increases.

The value of a  convertible  security  is a function of its  "investment  value"
(determined  by its yield in comparison  with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying  common  stock).  The investment  value of a convertible  security is
influenced by changes in interest  rates,  with  investment  value  declining as
interest rates  increase and  increasing as interest  rates decline.  The credit
standing  of the  issuer  and  other  factors  also  may have an  effect  on the
convertible  security's  investment value. The conversion value of a convertible
security is determined by the market price of the  underlying  common stock.  If
the conversion  value is low relative to the investment  value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible  security approaches maturity.
To the extent the market  price of the  underlying  common stock  approaches  or
exceeds the  conversion  price,  the price of the  convertible  security will be
increasingly   influenced  by  its  conversion  value.  A  convertible  security
generally  will sell at a premium  over its  conversion  value by the  extent to
which investors place value on the right to acquire the underlying  common stock
while holding a fixed income security.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with convertible  securities  include:  Call/Prepayment
Risk,  Interest  Rate Risk,  Issuer Risk,  Management  Risk,  Market  Risk,  and
Reinvestment Risk.

Corporate Bonds

Corporate bonds are debt obligations issued by private corporations, as distinct
from bonds  issued by a government  agency or a  municipality.  Corporate  bonds
typically have four distinguishing features: (1) they are taxable; (2) they have
a par value of $1,000; (3) they have a term maturity,  which means they come due
all at once;  and (4) many are traded on major  exchanges.  Corporate  bonds are
subject  to the  same  concerns  as  other  debt  obligations.  (See  also  Debt
Obligations and High-Yield (High-Risk) Securities.)

Corporate  bonds may be either secured or unsecured.  Unsecured  corporate bonds
are generally  referred to as "debentures." See the appendix for a discussion of
securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with corporate bonds include:  Call/Prepayment  Risk,
Credit Risk, Interest Rate Risk, Issuer Risk,  Management Risk, and Reinvestment
Risk.

Debt Obligations

Many different types of debt obligations  exist (for example,  bills,  bonds, or
notes).  Issuers  of  debt  obligations  have a  contractual  obligation  to pay
interest at a specified  rate on  specified  dates and to repay  principal  on a
specified  maturity date.  Certain debt obligations  (usually  intermediate- and
long-term  bonds)  have  provisions  that allow the issuer to redeem or "call" a
bond  before its  maturity.  Issuers  are most  likely to call these  securities
during periods of falling  interest  rates.  When this happens,  an investor may
have to replace these  securities  with lower yielding  securities,  which could
result in a lower return.

The  market  value of debt  obligations  is  affected  primarily  by  changes in
prevailing  interest rates and the issuers  perceived ability to repay the debt.
The market value of a debt  obligation  generally  reacts  inversely to interest
rate changes.  When prevailing interest rates decline,  the price usually rises,
and when prevailing interest rates rise, the price usually declines.

<PAGE>

In general,  the longer the maturity of a debt obligation,  the higher its yield
and the greater the  sensitivity to changes in interest rates.  Conversely,  the
shorter the maturity, the lower the yield but the greater the price stability.

As noted,  the values of debt obligations also may be affected by changes in the
credit rating or financial condition of their issuers.  Generally, the lower the
quality rating of a security, the higher the degree of risk as to the payment of
interest and return of  principal.  To  compensate  investors for taking on such
increased  risk,  those issuers  deemed to be less  creditworthy  generally must
offer their  investors  higher interest rates than do issuers with better credit
ratings.  (See also  Agency and  Government  Securities,  Corporate  Bonds,  and
High-Yield (High-Risk) Securities.)

All ratings  limitations  are  applied at the time of  purchase.  Subsequent  to
purchase,  a debt  security  may cease to be rated or its  rating may be reduced
below the minimum required for purchase by the Fund.  Neither event will require
the sale of such a security,  but it will be a factor in considering  whether to
continue to hold the security.  To the extent that ratings change as a result of
changes in a rating organization or their rating systems,  the Fund will attempt
to use comparable ratings as standards for selecting investments.

See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with debt obligations  include:  Call/Prepayment  Risk,
Credit Risk, Interest Rate Risk, Issuer Risk,  Management Risk, and Reinvestment
Risk.

Depositary Receipts

Some foreign securities 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. 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  involve  the  risks  of  other   investments  in  foreign
securities.  In  addition,  ADR  holders  may not have all the  legal  rights of
shareholders   and  may   experience   difficulty   in   receiving   shareholder
communications. (See also Common Stock and Foreign Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with  depositary  receipts  include:  Foreign/Emerging
Markets Risk, Issuer Risk, Management Risk, and Market Risk.

Derivative Instruments

Derivative  instruments are commonly defined to include  securities or contracts
whose values depend on, in whole or in part, (or "derive" from) the value of one
or more other assets, such as securities, currencies, or commodities.

<PAGE>

A  derivative  instrument  generally  consists  of, is based  upon,  or exhibits
characteristics similar to options or 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.  Their
value  changes daily based on a security,  a currency,  a group of securities or
currencies, or an index. A small change in the value of the underlying security,
currency,  or  index  can  cause a  sizable  gain or  loss in the  price  of the
derivative instrument.

Options and forward  contracts are considered to be the basic "building  blocks"
of  derivatives.   For  example,   forward-based   derivatives  include  forward
contracts,   swap  contracts,   and   exchange-traded   futures.   Forward-based
derivatives  are  sometimes  referred to  generically  as  "futures  contracts."
Option-based  derivatives include privately negotiated,  over-the-counter  (OTC)
options  (including  caps,  floors,   collars,   and  options  on  futures)  and
exchange-traded options on futures.  Diverse types of derivatives may be created
by  combining  options or futures  in  different  ways,  and by  applying  these
structures to a wide range of underlying assets.

      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 for the length of the  contract 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  during the length of the  contract,  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  to
the premium, the buyer generally pays a broker a commission. The writer receives
a premium,  less  another  commission,  at the time the option is  written.  The
premium  received  by the  writer  is  retained  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.

When an option is purchased, the buyer 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 sale of the underlying security is the combination of the exercise price,
the premium, and both commissions.

One of the risks an investor  assumes  when it buys an option is the loss of the
premium. To be beneficial to the investor,  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.

Options on many securities are listed on options  exchanges.  If the 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, CBOE, or NASDAQ will be valued at the last quoted sales price
or, if such a price is not  readily  available,  at the mean of the last bid and
ask prices.

<PAGE>

Options on certain  securities are not actively traded on any exchange,  but may
be entered into directly with a dealer.  These options may be more  difficult to
close.  If an investor is unable to effect a closing  purchase  transaction,  it
will not be able to sell the  underlying  security until the call written by the
investor expires or is exercised.

      Futures Contracts.  A futures contract is a sales contract between a buyer
(holding the "long" position) and a seller (holding the "short" position) for an
asset with  delivery  deferred  until a future  date.  The buyer agrees to pay a
fixed  price at the  agreed  future  date and the seller  agrees to deliver  the
asset.  The seller hopes that the market price on the delivery date is less than
the agreed upon  price,  while the buyer hopes for the  contrary.  Many  futures
contracts  trade  in a  manner  similar  to the  way a stock  trades  on a stock
exchange and the commodity exchanges.

Generally,  a futures  contract is  terminated  by entering  into an  offsetting
transaction.  An  offsetting  transaction  is effected by an investor  taking an
opposite position.  At the time a futures contract is made, a good faith deposit
called  initial  margin is set up.  Daily  thereafter,  the futures  contract is
valued  and the  payment of  variation  margin is  required  so that each day an
investor  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 market.

Future contracts may be based on various securities, securities indices (such as
the S&P 500 Index),  foreign  currencies  and other  financial  instruments  and
indices.

      Options on Futures Contracts. Options on futures contracts 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  (some  futures  are  settled  in  cash),  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 a  contract.  If the
holder  decides not to enter into the  contract,  all that is lost is the amount
(premium) paid for the option. Further, 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.

One of the risks in buying  an option on a futures  contract  is the loss of the
premium  paid for the option.  The risk  involved in writing  options on futures
contracts an investor  owns, or on  securities  held in its  portfolio,  is that
there could be an increase in the market value of these 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.  An investor could
enter into a closing  transaction by purchasing an option with the same terms as
the one  previously  sold.  The cost to  close  the  option  and  terminate  the
investor's  obligation,  however,  might still  result in a loss.  Further,  the
investor might not be able to close the option because of insufficient  activity
in the options  market.  Purchasing  options  also limits the use of monies that
might otherwise be available for long-term investments.

      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.

      Tax  Treatment.  As  permitted  under  federal  income tax laws and to the
extent the Fund is allowed to invest in futures  contacts,  the 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 on futures contracts and on underlying  securities identified as
hedged positions.

<PAGE>

Federal income tax treatment of gains or losses from  transactions in options on
futures  contracts  and  indexes  will depend on whether the option is a section
1256 contract. If the option is a non-equity option, the Fund will either make a
1256(d)  election and treat the option as a mixed straddle or mark to market the
option at fiscal  year end and treat the  gain/loss  as 40%  short-term  and 60%
long-term.

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.

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.

      Other Risks of Derivatives.

Derivatives are risky investments.

The primary risk of derivatives is the same as the risk of the underlying asset,
namely  that  the  value of the  underlying  asset  may go up or  down.  Adverse
movements in the value of an underlying  asset can expose an investor to losses.
Derivative  instruments may include elements of leverage and,  accordingly,  the
fluctuation  of the  value  of the  derivative  instrument  in  relation  to the
underlying asset may be magnified.  The successful use of derivative instruments
depends upon a variety of factors, particularly the investment manager's ability
to predict movements of the securities, currencies, and commodity markets, which
requires  different  skills than predicting  changes in the prices of individual
securities.
There can be no assurance that any particular strategy will succeed.

Another risk is the risk that a loss may be sustained as a result of the failure
of a  counterparty  to comply  with the terms of a  derivative  instrument.  The
counterparty risk for exchange-traded  derivative  instruments is generally less
than for  privately-negotiated or OTC derivative instruments,  since generally a
clearing  agency,  which is the issuer or counterparty  to each  exchange-traded
instrument,  provides  a  guarantee  of  performance.  For  privately-negotiated
instruments, there is no similar clearing agency guarantee. In all transactions,
an investor  will bear the risk that the  counterparty  will  default,  and this
could result in a loss of the expected benefit of the derivative transaction and
possibly other losses.

When a derivative  transaction  is used to completely  hedge  another  position,
changes in the market value of the combined position (the derivative  instrument
plus the position being hedged) result from an imperfect correlation between the
price movements of the two  instruments.  With a perfect hedge, the value of the
combined  position  remains  unchanged  for  any  change  in  the  price  of the
underlying  asset.  With  an  imperfect  hedge,  the  values  of the  derivative
instrument and its hedge are not perfectly correlated. For example, if the value
of a derivative instrument used in a short hedge (such as writing a call option,
buying a put option, or selling a futures  contract)  increased by less than the
decline  in value of the hedged  investment,  the hedge  would not be  perfectly
correlated.  Such a lack of correlation  might occur due to factors unrelated to
the  value  of the  investments  being  hedged,  such as  speculative  or  other
pressures on the markets in which these instruments are traded.

Derivatives  also are subject to the risk that they cannot be sold,  closed out,
or  replaced  quickly at or very close to their  fundamental  value.  Generally,
exchange  contracts are very liquid  because the exchange  clearinghouse  is the
counterparty  of  every  contract.   OTC   transactions  are  less  liquid  than
exchange-traded  derivatives  since  they  often can only be closed out with the
other party to the transaction.

<PAGE>

Another  risk is caused by the legal  unenforcibility  of a party's  obligations
under  the  derivative.  A  counterparty  that  has lost  money in a  derivative
transaction may try to avoid payment by exploiting  various legal  uncertainties
about certain derivative products.

(See also Foreign Currency Transactions.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with derivative  instruments  include:  Leverage Risk,
Liquidity Risk, and Management Risk.

Foreign Currency Transactions

Since  investments in foreign  countries  usually involve  currencies of foreign
countries,  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.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the Fund's NAV to  fluctuate.
Currency  exchange  rates are  generally  determined by the forces of supply and
demand in the  foreign  exchange  markets,  actual  or  anticipated  changes  in
interest rates, and other complex factors.  Currency  exchange rates also can be
affected by the intervention of U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political developments.

Spot Rates and Derivative  Instruments.  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.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

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 change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of 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
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  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 security and engages in an offsetting  transaction,  the
Fund will incur a gain or 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  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  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 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 that
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  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 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 options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

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 that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

<PAGE>

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  options,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

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 that 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 that 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 Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  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.

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 that  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  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

<PAGE>

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 value 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 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.

(See also Derivative Instruments and Foreign Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with foreign currency transactions include: Correlation
Risk, Interest Rate Risk, Leverage Risk, Liquidity Risk, and Management Risk.

Foreign Securities and Domestic Companies with Foreign Operations

Foreign securities,  foreign currencies,  and securities issued by U.S. entities
with substantial  foreign operations involve special risks,  including those set
forth  below,  which  are  not  typically  associated  with  investing  in  U.S.
securities.  Foreign companies are not generally subject to uniform  accounting,
auditing,  and financial reporting  standards  comparable to those applicable to
domestic companies.  Additionally,  many foreign stock markets, while growing in
volume of trading  activity,  have  substantially  less volume than the New York
Stock  Exchange,  and  securities of some foreign  companies are less liquid and
more  volatile  than  securities of domestic  companies.  Similarly,  volume and
liquidity in most foreign bond markets are less than the volume and liquidity in
the U.S.  and,  at times,  volatility  of price can be greater  than in the U.S.
Further, foreign markets have different clearance, settlement, registration, and
communication  procedures  and in  certain  markets  there  have been times when
settlements  have  been  unable  to keep  pace  with the  volume  of  securities
transactions  making it difficult to conduct such  transactions.  Delays in such
procedures  could result in temporary  periods when assets are uninvested and no
return is earned on them. The inability of an investor to make intended security
purchases  due to such  problems  could cause the  investor  to miss  attractive
investment  opportunities.  Payment  for  securities  without  delivery  may  be
required in certain foreign markets and, when participating in new issues,  some
foreign countries require payment to be made in advance of issuance (at the time
of  issuance,  the  market  value of the  security  may be more or less than the
purchase price).  Some foreign markets also have compulsory  depositories (i.e.,
an investor does not have a choice as to where the securities  are held).  Fixed
commissions on some foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges.  Further, an investor may encounter  difficulties
or be unable to pursue legal  remedies and obtain  judgments in foreign  courts.
There is generally less  government  supervision  and regulation of business and
industry practices,  stock exchanges,  brokers, and listed companies than in the
U.S.  It may be more  difficult  for an  investor's  agents  to  keep  currently
informed about  corporate  actions such as stock dividends or other matters that
may affect the prices of portfolio securities.  Communications  between the U.S.
and foreign countries may be less reliable than within the U.S., thus increasing
the  risk of  delays  or loss  of  certificates  for  portfolio  securities.  In
addition, with respect to certain foreign countries, there is the possibility of
nationalization,  expropriation,  the  imposition of additional  withholding  or
confiscatory  taxes,  political,  social,  or economic  instability,  diplomatic
developments  that  could  affect  investments  in  those  countries,  or  other
unforeseen  actions by  regulatory  bodies  (such as changes  to  settlement  or
custody procedures).

<PAGE>

The risks of foreign  investing  may be magnified  for  investments  in emerging
markets, which may have relatively unstable governments, economies based on only
a  few  industries,  and  securities  markets  that  trade  a  small  number  of
securities.

The  introduction  of a single  currency,  the  euro,  on  January  1,  1999 for
participating  European  nations  in the  Economic  and  Monetary  Union  ("EU")
presents  unique  uncertainties,  including  whether the payment and operational
systems of banks and other financial institutions will be ready by the scheduled
launch date; the creation of suitable  clearing and settlement  payment  systems
for the new  currency;  the legal  treatment  of certain  outstanding  financial
contracts  after January 1, 1999 that refer to existing  currencies  rather than
the euro; the  establishment  and maintenance of exchange rates; the fluctuation
of the euro relative to non-euro  currencies  during the transition  period from
January 1, 1999 to December 31, 2000 and beyond;  whether the interest rate, tax
or labor regimes of European  countries  participating in the euro will converge
over time;  and whether the  conversion of the  currencies of other EU countries
such as the United Kingdom,  Denmark, and Greece into the euro and the admission
of other non-EU  countries such as Poland,  Latvia,  and Lithuania as members of
the EU may have an impact on the euro.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with foreign  securities  include:  Foreign/Emerging
Markets Risk, Issuer Risk, and Management Risk.

High-Yield (High-Risk) Securities (Junk Bonds)

High yield  (high-risk)  securities  are sometimes  referred to as "junk bonds."
They are non-investment  grade (lower quality)  securities that have speculative
characteristics.  Lower quality  securities,  while  generally  offering  higher
yields than investment grade securities with similar maturities, involve greater
risks, including the possibility of default or bankruptcy.  They are regarded as
predominantly  speculative with respect to the issuer's capacity to pay interest
and  repay  principal.  The  special  risk  considerations  in  connection  with
investments in these securities are discussed below.

See the appendix for a discussion of securities ratings. (See also Debt
Obligations.)

The lower-quality  and comparable  unrated security market is relatively new and
its growth has  paralleled a long  economic  expansion.  As a result,  it is not
clear how this market may withstand a prolonged  recession or economic downturn.
Such conditions  could severely  disrupt the market for and adversely affect the
value of such securities.

All interest-bearing  securities typically experience appreciation when interest
rates decline and  depreciation  when interest  rates rise. The market values of
lower-quality  and  comparable  unrated  securities  tend to reflect  individual
corporate  developments  to a greater  extent than do higher  rated  securities,
which react  primarily to  fluctuations  in the general level of interest rates.
Lower-quality and comparable  unrated  securities also tend to be more sensitive
to economic  conditions  than are  higher-rated  securities.  As a result,  they
generally  involve  more  credit  risks  than  securities  in  the  higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates,  highly  leveraged  issuers of  lower-quality  securities  may experience
financial  stress and may not have  sufficient  revenues  to meet their  payment
obligations.  The issuer's  ability to service its debt  obligations also may be
adversely affected by specific corporate developments, the issuer's inability to
meet specific projected  business forecast,  or the unavailability of additional
financing.  The risk of loss due to default by an issuer of these  securities is
significantly  greater  than  issuers of  higher-rated  securities  because such
securities  are  generally   unsecured  and  are  often  subordinated  to  other
creditors.  Further,  if the issuer of a lower quality  security  defaulted,  an
investor might incur additional expenses to seek recovery.

<PAGE>

Credit  ratings  issued by credit  rating  agencies are designed to evaluate the
safety of principal  and  interest  payments of rated  securities.  They do not,
however,  evaluate  the  market  value  risk of  lower-quality  securities  and,
therefore,  may not fully reflect the true risks of an investment.  In addition,
credit rating agencies may or may not make timely changes in a rating to reflect
changes in the economy or in the  condition of the issuer that affect the market
value  of the  securities.  Consequently,  credit  ratings  are  used  only as a
preliminary indicator of investment quality.

An  investor  may  have  difficulty  disposing  of  certain   lower-quality  and
comparable  unrated  securities  because there may be a thin trading  market for
such  securities.  Because not all dealers maintain markets in all lower quality
and comparable  unrated  securities,  there is no established  retail  secondary
market for many of these  securities.  To the extent a secondary  trading market
does  exist,  it is  generally  not  as  liquid  as  the  secondary  market  for
higher-rated  securities.  The lack of a  liquid  secondary  market  may have an
adverse  impact  on the  market  price  of the  security.  The  lack of a liquid
secondary  market for certain  securities also may make it more difficult for an
investor to obtain accurate market  quotations.  Market quotations are generally
available  on many  lower-quality  and  comparable  unrated  issues  only from a
limited  number of dealers and may not  necessarily  represent firm bids of such
dealers or prices for actual sales.

Legislation  may be  adopted  from  time to time  designed  to limit  the use of
certain lower quality and comparable unrated securities by certain issuers.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  high-yield   (high-risk)  securities  include:
Call/Prepayment  Risk,  Credit Risk,  Currency  Risk,  Interest  Rate Risk,  and
Management Risk.

Illiquid and Restricted Securities

The Fund may  invest  in  illiquid  securities  (i.e.,  securities  that are not
readily  marketable).  These  securities  may  include,  but are not limited to,
certain  securities  that are subject to legal or  contractual  restrictions  on
resale, certain repurchase agreements, and derivative instruments.

To the extent the Fund  invests in illiquid  or  restricted  securities,  it may
encounter  difficulty  in  determining  a  market  value  for  such  securities.
Disposing  of  illiquid or  restricted  securities  may  involve  time-consuming
negotiations and legal expense,  and it may be difficult - or impossible for the
Fund to sell such an investment promptly and at an acceptable price.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  illiquid and  restricted  securities  include:
Liquidity Risk and Management Risk.

Indexed Securities

The  value of  indexed  securities  is  linked to  currencies,  interest  rates,
commodities, indexes, or other financial indicators. Most indexed securities are
short- to intermediate-term  fixed income securities whose values at maturity or
interest  rates rise or fall  according  to the change in one or more  specified
underlying  instruments.  Indexed  securities  may be  more  volatile  than  the
underlying  instrument  itself and they may be less liquid  than the  securities
represented by the index. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with indexed  securities  include:  Liquidity  Risk,
Management Risk, and Market Risk.

<PAGE>

Inverse Floaters

Inverse  floaters  are created by  underwriters  using the  interest  payment on
securities. A portion of the interest received is paid to holders of instruments
based on current interest rates for short-term securities.  The remainder, minus
a servicing  fee, is paid to holders of 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. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with inverse floaters  include:  Interest Rate Risk and
Management Risk.

Investment Companies

The  Fund may  invest  in  securities  issued  by  registered  and  unregistered
investment companies.  These investments may involve the duplication of advisory
fees and certain other expenses.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risk  associated  with the  securities  of other  investment  companies
includes: Management Risk and Market Risk.

Lending of Portfolio Securities

The Fund may lend certain of its  portfolio  securities to  broker-dealers.  The
current  policy of the Fund's  board is to make  these  loans,  either  long- or
short-term,  to  broker-dealers.  In making 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.  The Fund may
pay reasonable  administrative  and custodial fees in connection with a loan and
may pay a negotiated  portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker.  The Fund will
receive  reasonable  interest  on the loan or a flat fee from the  borrower  and
amounts  equivalent to any dividends,  interest,  or other  distributions on the
securities loaned.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with the lending of  portfolio  securities  include:
Credit Risk and Management Risk.

Loan Participations

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 an investor in the event of fraud or misrepresentation.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with loan  participations  include:  Credit Risk and
Management Risk.

<PAGE>

Mortgage- and Asset-Backed Securities

Mortgage-backed  securities  represent direct or indirect  participations in, or
are secured by and payable from,  mortgage loans secured by real  property,  and
include  single- and  multi-class  pass-through  securities  and  Collateralized
Mortgage  Obligations  (CMOs).  These  securities may be issued or guaranteed by
U.S.  government agencies or  instrumentalities  (see also Agency and Government
Securities),  or by private  issuers,  generally  originators  and  investors in
mortgage loans,  including savings  associations,  mortgage bankers,  commercial
banks,  investment  bankers,  and  special  purpose  entities.   Mortgage-backed
securities issued by private lenders may be supported by pools of mortgage loans
or other mortgage-backed securities that are guaranteed, directly or indirectly,
by the U.S. government or one of its agencies or instrumentalities,  or they may
be issued without any governmental  guarantee of the underlying  mortgage assets
but with some form of non-governmental credit enhancement.

Stripped mortgage-backed  securities are a type of mortgage-backed security that
receive  differing  proportions of the interest and principal  payments from the
underlying assets. 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 in IOs 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.

CMOs are hybrid mortgage-related  instruments secured by pools of mortgage loans
or other mortgage-related  securities,  such as mortgage pass through securities
or stripped  mortgage-backed  securities.  CMOs may be structured  into multiple
classes,  often referred to as  "tranches,"  with each class bearing a different
stated  maturity and entitled to a different  schedule for payments of principal
and  interest,  including  prepayments.   Principal  prepayments  on  collateral
underlying  a CMO may  cause it to be  retired  substantially  earlier  than its
stated maturity.

The yield  characteristics  of  mortgage-backed  securities differ from those of
other debt  securities.  Among the  differences  are that interest and principal
payments  are  made  more  frequently  on  mortgage-backed  securities,  usually
monthly,  and principal may be repaid at any time.  These factors may reduce the
expected yield.

Asset-backed    securities   have   structural    characteristics   similar   to
mortgage-backed  securities.  Asset-backed debt obligations  represent direct or
indirect  participation in, or secured by and payable from, assets such as motor
vehicle  installment  sales contracts,  other  installment loan contracts,  home
equity loans,  leases of various types of property,  and receivables from credit
card  or  other  revolving  credit  arrangements.  The  credit  quality  of most
asset-backed  securities  depends  primarily on the credit quality of the assets
underlying  such  securities,  how well  the  entity  issuing  the  security  is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities,  and  the  amount  and  quality  of  any  credit  enhancement  of  the
securities.  Payments or distributions of principal and interest on asset-backed
debt  obligations  may be  supported  by  non-governmental  credit  enhancements
including  letters  of  credit,   reserve  funds,   overcollateralization,   and
guarantees by third parties.  The market for privately issued  asset-backed debt
obligations is smaller and less liquid than the market for government  sponsored
mortgage-backed securities. (See also Derivative Instruments.)

<PAGE>

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with mortgage- and  asset-backed  securities  include:
Call/Prepayment  Risk,  Credit Risk,  Interest Rate Risk,  Liquidity  Risk,  and
Management Risk.

Mortgage Dollar Rolls

Mortgage   dollar  rolls  are   investments   whereby  an  investor  would  sell
mortgage-backed  securities for delivery in the current month and simultaneously
contract to purchase  substantially  similar  securities  on a specified  future
date.  While  an  investor  would  forego  principal  and  interest  paid on the
mortgage-backed  securities  during  the  roll  period,  the  investor  would be
compensated  by the  difference  between the  current  sales price and the lower
price for the future  purchase as well as by any interest earned on the proceeds
of the initial sale. The investor also could be compensated  through the receipt
of fee income equivalent to a lower forward price.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  mortgage  dollar rolls  include:  Credit Risk,
Interest Rate Risk, and Management Risk.

Municipal Obligations

Municipal obligations include debt obligations issued by or on behalf of states,
territories, possessions, or sovereign nations within the territorial boundaries
of the United States (including the District of Columbia). The interest on these
obligations is generally exempt from federal income tax.  Municipal  obligations
are  generally   classified  as  either   "general   obligations"   or  "revenue
obligations."

General  obligation  bonds are secured by the issuer's pledge of its full faith,
credit,  and taxing  power for the payment of interest  and  principal.  Revenue
bonds are payable only from the  revenues  derived from a project or facility or
from the proceeds of a specified  revenue source.  Industrial  development bonds
are  generally  revenue bonds secured by payments from and the credit of private
users. Municipal notes are issued to meet the short-term funding requirements of
state, regional, and local governments. Municipal notes include tax anticipation
notes,  bond anticipation  notes,  revenue  anticipation  notes, tax and revenue
anticipation  notes,   construction  loan  notes,   short-term  discount  notes,
tax-exempt commercial paper, demand notes, and similar instruments.

Municipal  lease  obligations  may  take the  form of a  lease,  an  installment
purchase,  or a conditional  sales contract.  They are issued by state and local
governments  and  authorities to acquire land,  equipment,  and  facilities.  An
investor  may  purchase  these   obligations   directly,   or  it  may  purchase
participation interests in such obligations.  Municipal leases may be subject to
greater risks than general obligation or revenue bonds. State  constitutions and
statutes set forth requirements that states or municipalities must meet in order
to issue municipal  obligations.  Municipal leases may contain a covenant by the
state or  municipality to budget for and make payments due under the obligation.
Certain municipal leases may, however,  provide that the issuer is not obligated
to make  payments  on the  obligation  in future  years  unless  funds have been
appropriated for this purpose each year.

Yields on municipal  bonds and notes  depend on a variety of factors,  including
money  market  conditions,  municipal  bond  market  conditions,  the  size of a
particular  offering,  the  maturity  of the  obligation,  and the rating of the
issue. The municipal bond market has a large number of different  issuers,  many
having  smaller  sized bond issues,  and a wide choice of  different  maturities
within each issue.  For these reasons,  most  municipal  bonds do not trade on a
daily  basis and many trade  only  rarely.  Because  many of these  bonds  trade
infrequently,  the  spread  between  the bid and offer may be wider and the time
needed to develop a bid or an offer may be longer than other  security  markets.
See the  appendix  for a  discussion  of  securities  ratings.  (See  also  Debt
Obligations.)

<PAGE>

Taxable  Municipal  Obligations.  There is another type of municipal  obligation
that is subject to federal income tax for a variety of reasons.  These municipal
obligations do not qualify for the federal income exemption because (a) they did
not receive necessary authorization for tax-exempt treatment from state or local
government  authorities,  (b) they exceed certain regulatory  limitations on the
cost of issuance for tax-exempt  financing or (c) they finance public or private
activities  that do not  qualify  for the federal  income tax  exemption.  These
non-qualifying   activities  might  include,  for  example,   certain  types  of
multi-family   housing,   certain  professional  and  local  sports  facilities,
refinancing   of  certain   municipal   debt,   and  borrowing  to  replenish  a
municipality's underfunded pension plan.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with municipal obligations include:  Credit Risk, Event
Risk,  Inflation Risk,  Interest Rate Risk,  Legal/Legislative  Risk, and Market
Risk.

Preferred Stock

Preferred  stock is a type of stock that pays  dividends at a specified rate and
that has  preference  over  common  stock in the  payment of  dividends  and the
liquidation of assets. Preferred stock does not ordinarily carry voting rights.

The price of a preferred  stock is generally  determined  by  earnings,  type of
products  or  services,   projected  growth  rates,  experience  of  management,
liquidity,  and  general  market  conditions  of the  markets on which the stock
trades.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with preferred stock include:  Issuer Risk,  Management
Risk, and Market Risk.

Real Estate Investment Trusts

Real estate  investment  trusts  (REITs) are entities that manage a portfolio of
real estate to earn profits for their  shareholders.  REITs can make investments
in real  estate such as  shopping  centers,  nursing  homes,  office  buildings,
apartment complexes,  and hotels. REITs can be subject to extreme volatility due
to  fluctuations in the demand for real estate,  changes in interest rates,  and
adverse economic conditions.  Additionally, the failure of a REIT to continue to
qualify as a REIT for tax purposes can materially affect its value.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest associated with REITs include:  Issuer Risk, Management Risk, and Market
Risk.

Repurchase Agreements

The Fund may enter into  repurchase  agreements  with certain  banks or non-bank
dealers. In a repurchase  agreement,  the Fund buys a security at one price, and
at the time of sale,  the  seller  agrees  to  repurchase  the  obligation  at a
mutually agreed upon time and price (usually within seven days).  The repurchase
agreement  thereby  determines the yield during the purchaser's  holding period,
while the  seller's  obligation  to  repurchase  is  secured by the value of the
underlying  security.  Repurchase  agreements could involve certain risks in the
event of a default or insolvency of the other party to the agreement,  including
possible  delays or  restrictions  upon the  Fund's  ability  to  dispose of the
underlying securities.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with repurchase  agreements  include:  Credit Risk and
Management Risk.

<PAGE>

Reverse Repurchase Agreements

In a reverse repurchase agreement,  the investor would sell a security and enter
into an agreement  to  repurchase  the  security at a specified  future date and
price.  The  investor  generally  retains  the right to interest  and  principal
payments on the security.  Since the investor receives cash upon entering into a
reverse  repurchase  agreement,  it may be  considered  a  borrowing.  (See also
Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with reverse  repurchase  agreements  include:  Credit
Risk, Interest Rate Risk, and Management Risk.

Short Sales

With  short  sales,  an  investor  sells a  security  that  it  does  not own in
anticipation  of a decline in the market value of the security.  To complete the
transaction,  the  investor  must borrow the  security  to make  delivery to the
buyer.  The investor is  obligated to replace the security  that was borrowed by
purchasing  it at the market price on the  replacement  date.  The price at such
time may be more or less than the price at which the investor sold the security.
A fund that is allowed  to utilize  short  sales will  designate  cash or liquid
securities  to cover its open short  positions.  Those  funds also may engage in
"short sales against the box," a form of  short-selling  that involves selling a
security that an investor owns (or has an  unconditioned  right to purchase) for
delivery at a specified date in the future. This technique allows an investor to
hedge protectively against anticipated declines in the market of its securities.
If the value of the  securities  sold  short  increased  prior to the  scheduled
delivery date, the investor loses the opportunity to participate in the gain.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with short sales include:  Management Risk and Market
Risk.

Sovereign Debt

A sovereign debtor's  willingness or ability to repay principal and pay interest
in a timely  manner may be affected by a variety of factors,  including its cash
flow  situation,  the extent of its  reserves,  the  availability  of sufficient
foreign  exchange on the date a payment is due,  the  relative  size of the debt
service burden to the economy as a whole,  the sovereign  debtor's policy toward
international lenders, and the political constraints to which a sovereign debtor
may be subject. (See also Foreign Securities.)

With respect to sovereign debt of emerging market issuers,  investors  should be
aware that certain  emerging  market  countries are among the largest debtors to
commercial  banks and foreign  governments.  At times,  certain  emerging market
countries  have  declared  moratoria on the payment of principal and interest on
external debt.

Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis that led to defaults and the  restructuring  of
certain indebtedness.

Sovereign  debt  includes  Brady Bonds,  which are  securities  issued under the
framework of the Brady Plan,  an  initiative  announced by former U.S.  Treasury
Secretary  Nicholas  F.  Brady in 1989 as a  mechanism  for  debtor  nations  to
restructure their outstanding external commercial bank indebtedness.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks   associated   with   sovereign   debt   include:   Credit  Risk,
Foreign/Emerging Markets Risk, and Management Risk.

<PAGE>

Structured Products

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

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  structured  products  include:   Credit  Risk,
Liquidity Risk, and Management Risk.

Variable- or Floating-Rate Securities

The Fund may invest in  securities  that offer a variable- or  floating-rate  of
interest.  Variable-rate securities provide for automatic establishment of a new
interest rate at fixed intervals (e.g., daily,  monthly,  semi-annually,  etc.).
Floating-rate  securities  generally  provide for  automatic  adjustment  of the
interest rate whenever some specified interest rate index changes.

Variable-  or  floating-rate  securities  frequently  include  a demand  feature
enabling the holder to sell the  securities to the issuer at par. In many cases,
the demand  feature can be exercised at any time.  Some  securities  that do not
have variable or floating  interest  rates may be  accompanied by puts producing
similar results and price characteristics.

Variable-rate demand notes include master demand notes that are obligations that
permit the Fund to invest  fluctuating  amounts,  which may change daily without
penalty,  pursuant to direct  arrangements  between the Fund as lender,  and the
borrower.  The interest  rates on these notes  fluctuate  from time to time. The
issuer of such  obligations  normally has a corresponding  right,  after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations plus accrued interest upon a specified number of days' notice to the
holders of such  obligations.  Because  these  obligations  are  direct  lending
arrangements  between the lender and borrower,  it is not contemplated that such
instruments  generally  will be traded.  There  generally is not an  established
secondary market for these obligations. Accordingly, where these obligations are
not  secured by  letters of credit or other  credit  support  arrangements,  the
Fund's  right to redeem is  dependent  on the  ability  of the  borrower  to pay
principal and interest on demand.  Such obligations  frequently are not rated by
credit rating agencies and may involve heightened risk of default by the issuer.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with variable- or  floating-rate  securities  include:
Credit Risk and Management Risk.

Warrants

Warrants are securities giving the holder the right, but not the obligation,  to
buy the stock of an issuer at a given price (generally  higher than the value of
the stock at the time of  issuance)  during a specified  period or  perpetually.
Warrants may be acquired  separately or in connection  with the  acquisition  of
securities.  Warrants  do not carry with them the right to  dividends  or voting
rights  and they do not  represent  any  rights  in the  assets  of the  issuer.
Warrants may be considered to have more speculative characteristics than certain
other  types of  investments.  In  addition,  the  value of a  warrant  does not
necessarily  change with the value of the underlying  securities,  and a warrant
ceases to have value if it is not exercised prior to its expiration date.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with warrants include: Management Risk and Market Risk.

<PAGE>

When-Issued Securities


These  instruments  are contracts to purchase  securities for a fixed price at a
future date beyond normal  settlement  time  (when-issued  securities or forward
commitments).  The price of debt obligations  purchased on a when-issued  basis,
which  may be  expressed  in  yield  terms,  generally  is fixed at the time the
commitment to purchase is made, but delivery and payment for the securities take
place at a later date.  Normally,  the settlement  date occurs within 45 days of
the purchase  although in some cases  settlement  may take longer.  The investor
does not pay for the  securities or receive  dividends or interest on them until
the contractual  settlement date. Such instruments involve a risk of loss if the
value of the security to be purchased  declines  prior to the  settlement  date,
which risk is in  addition  to the risk of  decline  in value of the  investor's
other  assets.  In  addition,  when the Fund engages in forward  commitment  and
when-issued   transactions  (either  purchases  or  sales),  it  relies  on  the
counterparty to consummate the  transaction.  The failure of the counterparty to
consummate the  transaction  may result in the Fund's losing the  opportunity to
obtain a price and yield considered to be advantageous.


Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with when-issued  securities  include:  Credit Risk and
Management Risk.

Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities

These  securities  are debt  obligations  that do not make regular cash interest
payments (see also Debt Obligations). Zero-coupon and step-coupon securities are
sold at a deep  discount to their face value  because  they do not pay  interest
until  maturity.  Pay-in-kind  securities  pay interest  through the issuance of
additional securities.  Because these securities do not pay current cash income,
the price of these  securities  can be extremely  volatile when  interest  rates
fluctuate. See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  zero-coupon,   step-coupon,   and  pay-in-kind
securities include: Credit Risk, Interest Rate Risk, and Management Risk.

<PAGE>

SECURITY TRANSACTIONS
- -------------------------------------------------------------------------------

Subject to policies set by the board,  IDS Life Insurance  Company (IDS Life) is
authorized  to  determine,  consistent  with  the  Fund's  investment  goal  and
policies,  which  securities  will be purchased,  held, or sold. In  determining
where the buy and sell  orders are to be placed,  IDS Life has been  directed to
use its best efforts to obtain the best  available  price and the most favorable
execution  except where otherwise  authorized by the board.  IDS Life intends to
direct  American  Express  Financial  Corporation  (AEFC) to execute  trades and
negotiate  commissions  on its behalf.  In selecting  broker-dealers  to execute
transactions,  AEFC may consider the price of the security, including commission
or mark-up,  the size and difficulty of the order, the  reliability,  integrity,
financial  soundness,  and general  operation and execution  capabilities of the
broker,  the broker's  expertise in particular  markets,  and research  services
provided by the broker.  These services are covered by the  Investment  Advisory
Agreement  between IDS Life and AEFC.  When AEFC acts on IDS Life's behalf,  for
the Fund, it follows the guidelines stated below.

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.

The Fund's  securities may be 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.

On occasion, it may be desirable to compensate a broker for research services or
for  brokerage  services  by paying a  commission  that might not  otherwise  be
charged or a commission in excess of the amount another broker might charge. The
board  has  adopted  a  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 or AEFC's  overall  responsibilities  with respect to the Fund and
the other funds for which they act as investment managers.

Research provided by brokers  supplements AEFC's own research  activities.  Such
services include economic data on, and analysis of, U.S. and foreign  economies;
information  on  specific  industries;  information  about  specific  companies,
including earnings  estimates;  purchase  recommendations  for stocks and bonds;
portfolio strategy services;  political,  economic, business, and industry trend
assessments;  historical statistical information; market data services providing
information  on specific  issues and prices;  and technical  analysis of various
aspects of the securities markets, including technical charts. Research services
may take the form of written reports,  computer software, or personal contact by
telephone or at seminars or other meetings. 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  include  the  research,   portfolio  management,  and  trading
functions and other services to the extent permitted under an  interpretation by
the SEC.

When paying a commission  that might not otherwise be charged or a commission in
excess  of the  amount  another  broker  might  charge,  IDS  Life  must  follow
procedures  authorized  by the  board.  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 that 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 the Fund to pay a commission in excess
of the amount another  broker might have charged.  IDS Life has advised the Fund
that it is  necessary  to do  business  with a number  of  brokerage  firms on a
continuing basis to obtain such

<PAGE>

services as the handling of large orders,  the  willingness  of a broker to risk
its own money by taking a position in a security,  and the specialized  handling
of a particular  group of  securities  that only certain  brokers may be able to
offer. As a result of this arrangement,  some portfolio  transactions may not be
effected at the lowest  commission,  but IDS Life  believes it may obtain better
overall execution.  IDS Life has represented 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  will 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 and AEFC in providing advice to
all the funds and  accounts  advised by IDS Life and AEFC even  though it is not
possible to relate the benefits to any particular fund.

Each  investment  decision  made  for the  Fund is made  independently  from any
decision made for another portfolio, fund, or other account advised by IDS Life,
AEFC or any of its  subsidiaries.  When the Fund buys or sells the same security
as another portfolio, fund, or account, AEFC 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 the Fund, the Fund
hopes to gain an overall advantage in execution.

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


For fiscal  years  noted  below,  the Fund paid the  following  total  brokerage
commissions.  Substantially  all firms through whom  transactions  were executed
provide research services.

                     Aug. 31, 1999         Aug. 31, 1998         Aug. 31, 1997
New Dimensions        $1,277,847             $1,172,182             $657,014

No  transactions  were  directed to brokers  because of research  services  they
provided to the Fund.


<PAGE>


As of the end of the most recent  fiscal year,  the Fund held  securities of its
regular  brokers  or dealers  of the  parent of those  brokers  or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:
                                                           Value of Securities
Fund                    Name of Issuer               owned at End of Fiscal Year
New Dimensions          Bank of America                         $44,377,356
                        Morgan Stanley                          38,966,598
                        Salomon Smith Barney                    18,222,417
                        Schwab (Charles)                        14,875,700

The  Fund's  portfolio  turnover  rate  indicates  changes in its  portfolio  of
securities and will vary from year to year.  The Fund may experience  relatively
higher  portfolio  turnover than normal during a period of rapid asset growth if
smaller  positions   acquired  in  connection  with  portfolio   diversification
requirements  are replaced by larger  positions.  High portfolio  turnover could
result in increased transaction costs.

The  portfolio  turnover  rates for the two most  recent  fiscal  years  were as
follows:

                                    Aug. 31, 1999             Aug. 31, 1998
New Dimensions                              27%                       34%


BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH IDS LIFE
- --------------------------------------------------------------------------------

Affiliates  of American  Express  Company  (of which IDS Life is a  wholly-owned
indirect  subsidiary) may engage in brokerage and other securities  transactions
on behalf of the Fund  according to  procedures  adopted by the board 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
the 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.
<TABLE>
<CAPTION>

Information  about  brokerage  commissions  paid by the Fund for the last  three
fiscal  years  to  brokers  affiliated  with the  Advisor  is  contained  in the
following table:

                                      As of the end of Fiscal Year,

                                                                 199                          199            199

<S>          <C>            <C>             <C>            <C>          <C>              <C>           <C>
                                             -------------------------------------------  ------------  -------------

                                                                           Percent of
                ------------  -------------  -------------  -------------  Aggregate      ------------  -------------
                                                                           Dollar
                                             Aggregate                     Amount of      Aggregate     Aggregate
                                             Dollar         Percent of     Transactions   Dollar        Dollar
                                             amount of      Aggregate      Involving      Amount of     Amount of
Fund                          Nature of      Commissions    Brokerage      Payment of     Commissions   Commissions
                Broker        Affiliation    Paid to        Commissions    Commissions    Paid to       Paid to
                                             Broker                                       Broker        Broker
New Dimensions  American      Wholly-owned   $165,340       12.94%         29.28%         $129,771      $20,404
                Enterprise    subsidiary
                Investment    of the
                Services      Advisor
                Inc.
- ---------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

The Fund may quote various  performance  figures to illustrate past performance.
Average annual total return and current yield quotations, if applicable, used by
the Fund are based on standardized methods of computing  performance as required
by the  SEC.  An  explanation  of  the  methods  used  by the  Fund  to  compute
performance follows below.

Average annual total return

The 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

The 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)

In its sales material and other  communications,  the Fund 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 Business Daily,
Kiplinger's Personal Finance,  Lipper Analytical Services,  Money,  Morningstar,
Mutual  Fund  Forecaster,  Newsweek,  The New  York  Times,  Personal  Investor,
Shearson Lehman Aggregate Bond Index,  Stanger Report,  Sylvia Porter's Personal
Finance,  USA Today,  U.S. News and World Report,  The Wall Street Journal,  and
Wiesenberger  Investment  Companies  Service.  The  Fund  also may  compare  its
performance to a wide variety of indexes or averages. There are similarities and
differences  between  the  investments  that  the  Fund  may  purchase  and  the
investments  measured  by the  indexes or averages  and the  composition  of the
indexes or averages will differ from that of the Fund.

<PAGE>

VALUING FUND SHARES
<TABLE>
<CAPTION>


The value of an  individual  share is  determined  by using the net asset  value
(NAV)  before  shareholder  transactions  for the day. As of the end of the most
recent fiscal year, the computation looked like this:
<S>                    <C>               <C>        <C>                          <C>       <C>

                                                       Shares outstanding at the             Net asset value
                           Net assets                     end of previous day                  of one share
- ----------------------- ----------------- ------------ --------------------------- --------- -----------------
New Dimensions           $3,538,224,646   divided by           87,521,775           equals        $18.87
</TABLE>

In determining net assets before shareholder transactions, the Fund's securities
are valued as follows as of the close of business of the New York Stock Exchange
(the Exchange):

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

o    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.

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

o    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.

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

o    Foreign securities traded outside the United States are generally valued as
     of the time their trading is complete,  which is usually different from the
     close of the Exchange.  Foreign securities quoted in foreign currencies are
     translated into U.S. dollars at the current rate of exchange. Occasionally,
     events  affecting the value of such securities may occur between such times
     and the close of the Exchange that will not be reflected in the computation
     of the 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 board.

o    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.

o    Securities  without a readily  available market price, and other assets are
     valued at fair value as determined in good faith by the board. The board is
     responsible  for  selecting  methods it believes  provide fair value.  When
     possible,  bonds are valued by a pricing service independent from the 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.

<PAGE>

SELLING SHARES
- --------------------------------------------------------------------------------

The Fund will sell any shares presented by the shareholders  (variable  accounts
or  subaccounts)  for sale.  The policies on when or whether to buy or sell Fund
shares are described in your annuity or life insurance policy prospectus.

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

o    The Exchange  closes for reasons  other than the usual  weekend and holiday
     closings or trading on the Exchange is restricted, or

o    Disposal of the 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

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

Should the Fund stop  selling  shares,  the board 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.

REJECTION OF BUSINESS


The Fund reserves the right to reject any business, in its sole discretion.


TAXES
- -------------------------------------------------------------------------------

The 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 50% or more
of the average  value of its assets  consists  of assets  that  produce or could
produce passive income.

<PAGE>

- -------------------------------------------------------------------------------
AGREEMENTS

Investment Management Services Agreement

IDS Life, a wholly-owned  subsidiary of AEFC, is the investment  manager for the
Fund. Under the Investment  Management Services Agreement,  IDS Life, subject to
the policies set by the board, provides investment management services.

For its  services,  IDS  Life  is  paid a fee  monthly  based  on the  following
schedule. 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.

New 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


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's assets on an annual  basis,  was 0.610%.  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 agreement,  advisory expenses paid
for the following fiscal years were as follows:

                               1999                1998                 1997
New Dimensions             $17,935,431         $11,769,360           $4,581,562
- ---------------

Under the  Agreement,  the Fund  also  pays  taxes,  brokerage  commissions  and
nonadvisory expenses, which include custodian fees and expenses, audit expenses,
cost of items sent to contract owners,  postage, fees and expenses paid to board
members 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  securities and expenses properly payable by the Fund,  approved by
the board. All other expenses are borne by IDS Life.

Under the agreement,  nonadvisory  expenses paid for the following  fiscal years
were as follows:

                           1999                1998                   1997
New Dimensions           $627,887            $379,620               $311,923
- --------------

<PAGE>

Investment Advisory Agreement

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 an  annual  fee of 0.25% of the  Fund's
average daily net assets.


Under the  Agreement,  the Advisor paid AEFC for the  following  fiscal years as
follows:

                              1999                 1998                 1997
New Dimensions            $12,548,106           $4,691,961           $1,821,928
- --------------


Administrative Services Agreement

The  Fund  has an  Administrative  Services  Agreement  with  AEFC.  Under  this
agreement,  the Fund pays AEFC a fee for providing administration and accounting
services.  The fee,  based on the following  schedule,  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.

New 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

On the last day of the most recent  fiscal year,  the daily rates applied to the
Funds' net assets on an annual basis were:


                      Daily Rates             Fees Paid During Prior Fiscal Year
New Dimensions           0.043%                           $339,605


PLAN AND AGREEMENT OF DISTRIBUTION

To help defray the cost of  distribution  and  servicing,  the Fund and IDS Life
entered into a Plan and Agreement of Distribution  (Plan) pursuant to Rule 12b-1
under the 1940 Act. Under the Plan, IDS Life is paid a fee up to actual expenses
incurred  at an  annual  rate of up to 0.125% of the  Fund's  average  daily net
assets.


Expenses covered under this Plan include sales commissions;  business,  employee
and financial  advisor expenses charged to distribution of shares;  and overhead
appropriately allocated to the sale of shares. These expenses also include costs
of providing  personal service to contract owners. A substantial  portion of the
costs  are  not  specifically  identified  to any  one of the  American  Express
Variable Portfolio Funds.


The Plan must be  approved  annually  by the board,  including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such  expenditures were made. The Plan
and any  agreement  related  to it may be  terminated  at any  time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of

<PAGE>


the Plan or in any  agreement  related to the Plan,  or by vote of a majority of
the outstanding  voting  securities of the Fund or by IDS Life. The Plan (or any
agreement related to it) will terminate in the event of its assignment,  as that
term is defined in the 1940 Act.  The Plan may not be  amended to  increase  the
amount  to be spent  for  distribution  without  shareholder  approval,  and all
material  amendments  to the Plan must be  approved  by a majority  of the board
members,  including  a  majority  of the board  members  who are not  interested
persons of the Fund and who do not have a financial interest in the operation of
the Plan or any  agreement  related  to it.  The  selection  and  nomination  of
disinterested  board members is the  responsibility  of the other  disinterested
board members. No board member who is not an interested person has any direct or
indirect  financial  interest  in the  operation  of  the  Plan  or any  related
agreement.  The Plan was not effective  during the most recent fiscal year. As a
result,  no fees were paid. The fee is not allocated to any one service (such as
advertising,  payments to underwriters  or other uses.)  However,  a significant
portion of the fee is generally used for sales and promotional expenses.


Custodian Agreement

The Fund's securities and cash are held by American Express Trust Company,  1200
Northstar Center West, 625 Marquette Ave., Minneapolis, MN 55402-2307, through a
custodian  agreement.  The  custodian is permitted to deposit some or all of its
securities  in central  depository  systems as allowed by federal  law.  For its
services,  the Fund pays the  custodian  a  maintenance  charge and a charge per
transaction in addition to reimbursing the custodian's out-of-pocket expenses.

The custodian has entered into a sub-custodian  agreement with Bank of New York,
90  Washington  Street,  New  York,  NY  10286.  As part  of  this  arrangement,
securities  purchased outside the United Stated are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

ORGANIZATIONAL INFORMATION
- --------------------------------------------------------------------------------

The Fund is an open-end management investment company. The Fund headquarters are
at IDS Tower 10, Minneapolis, MN 55440-0010.

SHARES

The Fund is owned by the subaccounts,  its shareholders.  The shares of the Fund
represent an interest in that fund's  assets only (and profits or losses),  and,
in the event of  liquidation,  each share of the Fund would have the same rights
to dividends and assets as every other share of that Fund.

VOTING RIGHTS

For a  discussion  of the rights of  contract  owners  concerning  the voting of
shares held by the subaccounts, please see your annuity or life insurance policy
prospectus.  All  shares  have  voting  rights  over the Fund's  management  and
fundamental  policies.  Each share is entitled to one vote for each share owned.
Each class, if applicable,  has exclusive  voting rights with respect to matters
for which separate class voting is appropriate  under applicable law. All shares
have  cumulative  voting  rights with respect to the election of board  members.
This means that  shareholders  have as many votes as the number of shares owned,
including fractional shares, multiplied by the number of members to be elected.

Dividend Rights

Dividends  paid by the Fund,  if any,  with respect to each class of shares,  if
applicable, will be calculated in the same manner, at the same time, on the same
day,  and will be in the same  amount,  except for  differences  resulting  from
differences in fee structures.

<PAGE>
<TABLE>
<CAPTION>

FUND HISTORY TABLE FOR FUNDS MANAGED BY IDS LIFE
<S>                                <C>          <C>           <C>              <C>       <C>
                                      Date of       Form of      State of       Fiscal     Diversified
                                    Organization  Organization Organization    Year End
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
IDS Life Series Fund, Inc.             5/8/85     Corporation       MN           4/30
   Equity Portfolio                                                                            Yes
   Equity Income Portfolio                                                                     Yes
   Government Securities                                                                       Yes
   Portfolio
   Income Portfolio                                                                            Yes
   International Equity Portfolio                                                              Yes
   Managed Portfolio                                                                           Yes
   Money Market Portfolio                                                                      Yes
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Income       4/27/81,    Corporation     NV/MN          8/31
Series, Inc.                          6/13/86*
   AXP Variable Portfolio - Bond                                                               Yes
   Fund
   AXP Variable Portfolio - Extra                                                              Yes
   Income Fund
   AXP Variable Portfolio -                                                                    Yes
   Federal Income Fund
   AXP Variable Portfolio -                                                                     No
   Global Bond Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio -              4/27/81,    Corporation     NV/MN          8/31
Investment Series, Inc.               6/13/86*
   AXP Variable Portfolio - Blue                                                               Yes
   Chip Advantage Fund
   AXP Variable Portfolio -                                                                    Yes
   Capital Resource Fund
   AXP Variable Portfolio -                                                                    Yes
   Growth Fund
   AXP Variable Portfolio                                                                      Yes
   -International Fund
   AXP Variable Portfolio - New                                                                Yes
   Dimensions Fund
   AXP Variable Portfolio - Small                                                              Yes
   Cap Advantage Fund
   AXP Variable Portfolio -                                                                    Yes
   Strategy Aggressive Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Managed       3/5/85     Corporation       MN           8/31
Series, Inc.
   AXP Variable Portfolio -                                                                    Yes
   Diversified Equity Income Fund
   AXP Variable Portfolio -                                                                    Yes
   Managed Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Money        4/27/81,    Corporation     NV/MN          8/31
Market Series, Inc.                   6/13/86*
   AXP Variable Portfolio - Cash                                                               Yes
   Management Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------

* Date merged into a Minnesota corporation.
</TABLE>


<PAGE>


BOARD MEMBERS AND OFFICERS
- -------------------------------------------------------------------------------

Shareholders  elect a board  that  oversees  the  Fund's  operations.  The board
appoints officers who are responsible for day-to-day business decisions based on
policies set by the board.


The following is a list of the Fund's board members.  They serve 15 Master Trust
portfolios and 58 American Express funds.


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.

Arne H. Carlson+'*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN

Chairman  and chief  executive  officer of the Fund.  Chairman,  Board  Services
Corporation  (provides  administrative  services to boards).  Former Governor of
Minnesota.

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,  and Union
Pacific Resources.

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

Senior adviser to the chief executive officer of AEFC.

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

President, chief executive officer and director of AEFC.

<PAGE>

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

Retired 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.  (electronics),  C-Cor
Electronics, Inc., and Amnex, Inc. (communications).

William R. Pearce'
Born in 1927
2050 One Financial Plaza
Minneapolis, MN

RII Weyerhaeuser World Timberfund, L.P. (develops timber resources) - management
committee. Retired vice chairman of the board, Cargill,  Incorporated (commodity
merchants and processors). Former chairman, Board Services Corporation.

Alan K. Simpson+
Born in 1931
1201 Sunshine Ave.
Cody, WY

Director of The Institute of Politics,  Harvard  University.  Former  three-term
United States Senator for Wyoming.  Former  Assistant  Republican  Leader,  U.S.
Senate. Director, PacifiCorp (electric power) and Biogen (bio-pharmaceuticals).

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

Senior vice president of AEFC.

<PAGE>

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

Retired  chairman  of  the  board  and  chief  executive  officer,  The  Valspar
Corporation  (paints).  Director,  Valspar,  Bemis  Corporation  (packaging) and
General Mills, Inc. (consumer foods).

+ Member of executive committee.
' Member of investment review committee.
* Interested person by reason of being an officer and employee of the Fund.
**Interested person by reason of being an officer, board member, employee and/or
shareholder of AEFC or American Express.

The board has appointed  officers who are  responsible  for day-to-day  business
decisions based on policies it has established.  In addition to Mr. Carlson, who
is chairman of the board,  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 of Board Services  Corporation.  Vice  president,  general counsel and
secretary for the Fund.

Officers who also are officers and 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 Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.

John M. Knight
Born in 1952
IDS Tower 10
Minneapolis, MN

Vice President - investment accounting of AEFC. Treasurer for the Fund.

<PAGE>

COMPENSATION FOR BOARD MEMBERS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>


During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 27 meetings, received the following compensation:
<S>                         <C>                               <C>
                                                                   Total cash compensation from the
                             ---------------------------------  ---------------------------------
Board member                       Aggregate                          American Express funds and
                                  Compensation from the Fund         Preferred Master Trust Group
H. Brewster Atwater, Jr.               $2,192                               $117,900
Lynne V. Cheney                         1,856                                 96,900
Heinz F. Hutter                         1,867                                 98,400
Anne P. Jones                           2,114                                112,400
William R. Pearce                         800                                 39,000
Alan K. Simpson                         1,856                                 96,900
C. Angus Wurtele                        2,292                                123,900
</TABLE>

As of 30 days  prior to the date of this  SAI,  the  Fund's  board  members  and
officers as a group owned less than 1% of the outstanding shares of any class.


INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG  LLP,  4200  Norwest  Center,  90 S.  Seventh  St.,
Minneapolis,   MN  55402-3900.  The  independent  auditors  also  provide  other
accounting and tax-related services as requested by the Fund.

<PAGE>

                                    APPENDIX

                             DESCRIPTION OF RATINGS


                                      Standard & Poor's Debt Ratings
A Standard & Poor's  corporate or municipal debt rating is a current  assessment
of the  creditworthiness  of an obligor with  respect to a specific  obligation.
This  assessment  may  take  into  consideration  obligors  such as  guarantors,
insurers, or lessees.

The debt rating is not a recommendation  to purchase,  sell, or hold a security,
inasmuch  as it does  not  comment  as to  market  price  or  suitability  for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by S&P from other sources it considers  reliable.  S&P does not perform an audit
in connection with any rating and may, on occasion,  rely on unaudited financial
information.  The ratings may be changed, suspended, or withdrawn as a result of
changes  in,  or   unavailability   of  such   information  or  based  on  other
circumstances.

The ratings are based, in varying degrees, on the following considerations:

         o    Likelihood of default  capacity and  willingness of the obligor as
              to the timely  payment of interest  and  repayment of principal in
              accordance with the terms of the obligation.

         o    Nature of and provisions of the obligation.

         o    Protection  afforded by, and relative  position of, the obligation
              in the event of bankruptcy,  reorganization,  or other arrangement
              under the laws of bankruptcy and other laws  affecting  creditors'
              rights.

Investment Grade

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to
pay interest and repay principal is extremely strong.

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

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

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

<PAGE>

Speculative grade

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates  the least degree of  speculation  and C the highest.  While such debt
will  likely  have  some  quality  and  protective  characteristics,  these  are
outweighed by large uncertainties or major exposures to adverse conditions.

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

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

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

Debt rated CC typically is applied to debt  subordinated  to senior debt that is
assigned an actual or implied CCC rating.

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

The rating CI is reserved for income bonds on which no interest is being paid.

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


                         Moody's Long-Term Debt Ratings

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

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

<PAGE>

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

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

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

B - Bonds  that  are  rated B  generally  lack  characteristics  of a  desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any long period of time may be small.

Caa - Bonds  that are  rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent  obligations  that are  speculative  in a
high degree. Such issues are often in default or have other marked shortcomings.

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

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

A Standard  & Poor's  commercial  paper  rating is a current  assessment  of the
likelihood  of timely  payment of debt  considered  short-term  in the  relevant
market.

Ratings are graded into  several  categories,  ranging  from A-1 for the highest
quality obligations to D for the lowest. These categories are as follows:

         A-1      This  highest  category  indicates  that the  degree of safety
                  regarding timely payment is strong. Those issues determined to
                  possess  extremely strong safety  characteristics  are denoted
                  with a plus sign (+) designation.

         A-2      Capacity for timely payment on issues with this designation is
                  satisfactory. However, the relative degree of safety is not as
                  high as for issues designated A-1.

         A-3      Issues carrying this  designation  have adequate  capacity for
                  timely  payment.  They are,  however,  more  vulnerable to the
                  adverse effects of changes in  circumstances  than obligations
                  carrying the higher designations.

         B        Issues are  regarded as having only speculative capacity for
                  timely payment.

         C        This rating is assigned to short-term  debt  obligations  with
                  doubtful capacity for payment.

<PAGE>

         D        Debt rated D is in payment  default.  The D rating category is
                  used when interest payments or principal payments are not made
                  on the date due, even if the  applicable  grace period has not
                  expired,  unless S&P believes  that such payments will be made
                  during such grace period.

                         Standard & Poor's Note Ratings

An S&P note rating reflects the liquidity factors and market-access risks unique
to notes.  Notes  maturing  in three  years or less will  likely  receive a note
rating.  Notes maturing  beyond three years will most likely receive a long-term
debt rating.

Note rating symbols and definitions are as follows:

         SP-1     Strong   capacity  to  pay  principal  and  interest.   Issues
                  determined to possess very strong  characteristics are given a
                  plus (+) designation.

         SP-2     Satisfactory capacity to pay principal and interest, with some
                  vulnerability  to adverse  financial and economic changes over
                  the term of the notes.

         SP-3     Speculative capacity to pay principal and interest.


                           Moody's Short-Term Ratings

Moody's  short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations.  These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

         Issuers  rated  Prime-l (or  supporting  institutions)  have a superior
         ability for repayment of senior  short-term debt  obligations.  Prime-l
         repayment  ability  will often be  evidenced  by many of the  following
         characteristics:  (i)  leading  market  positions  in  well-established
         industries,  (ii)  high  rates  of  return  on  funds  employed,  (iii)
         conservative  capitalization  structure with moderate  reliance on debt
         and ample asset protection,  (iv) broad margins in earnings coverage of
         fixed financial charges and high internal cash generation, and (v) well
         established  access to a range of financial markets and assured sources
         of alternate liquidity.

         Issuers  rated  Prime-2  (or  supporting  institutions)  have a  strong
         ability for repayment of senior short-term debt obligations.  This will
         normally be evidenced by many of the  characteristics  cited above, but
         to a lesser degree.  Earnings trends and coverage ratios,  while sound,
         may be more subject to variation. Capitalization characteristics, while
         still appropriate,  may be more affected by external conditions.  Ample
         alternate liquidity is maintained.

         Issuers rated Prime-3 (or supporting  institutions)  have an acceptable
         ability for repayment of senior short-term  obligations.  The effect of
         industry   characteristics   and  market   compositions   may  be  more
         pronounced.  Variability  in earnings and  profitability  may result in
         changes in the level of debt  protection  measurements  and may require
         relatively high financial leverage.
         Adequate alternate liquidity is maintained.

         Issuers  rated Not  Prime do not fall  within  any of the Prime  rating
         categories.

<PAGE>

                                 Moody's & S&P's
                         Short-Term Muni Bonds and Notes

Short-term  municipal  bonds  and notes are  rated by  Moody's  and by S&P.  The
ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's  MIG  1/VMIG 1  indicates  the best  quality.  There is  present  strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

Moody's MIG 2/VMIG 2 indicates  high quality.  Margins of  protection  are ample
although not so large as in the preceding group.

Moody's MIG 3/VMIG 3 indicates  favorable  quality.  All  security  elements are
accounted  for but there is lacking the  undeniable  strength  of the  preceding
grades.  Liquidity and cash flow  protection may be narrow and market access for
refinancing is likely to be less well established.

Moody' s MIG 4/VMIG 4 indicates adequate quality.  Protection  commonly regarded
as required of an investment  security is present and although not distinctly or
predominantly speculative, there is specific risk.

Standard & Poor's rating SP-1  indicates  very strong or strong  capacity to pay
principal and interest.  Those issues determined to possess  overwhelming safety
characteristics will be given a plus (+) designation.

Standard & Poor's rating SP-2 indicates  satisfactory  capacity to pay principal
and interest.

Standard & Poor's rating SP-3  indicates  speculative  capacity to pay principal
and interest.
<PAGE>
Independent Auditors' Report

THE BOARD AND SHAREHOLDERS

AXP (SM) VARIABLE PORTFOLIO -- INVESTMENT SERIES, INC.

AXP (SM) VARIABLE PORTFOLIO -- INCOME SERIES, INC.

AXP (SM) VARIABLE PORTFOLIO -- MONEY MARKET SERIES, INC.

AXP (SM) VARIABLE PORTFOLIO -- MANAGED SERIES, INC.

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments in  securities,  of AXP Variable  Portfolio -- Bond
Fund, (fund within AXP Variable Portfolio -- Income Series,  Inc.), AXP Variable
Portfolio -- Capital  Resource  Fund,  (fund  within AXP  Variable  Portfolio --
Investment Series,  Inc.), AXP Variable Portfolio -- Cash Management Fund, (fund
within AXP  Variable  Portfolio  -- Money  Market  Series,  Inc.),  AXP Variable
Portfolio -- Extra  Income Fund and AXP Variable  Portfolio -- Global Bond Fund,
(funds  within AXP Variable  Portfolio  -- Income  Series,  Inc.),  AXP Variable
Portfolio  --  International  Fund,  (fund  within  AXP  Variable  Portfolio  --
Investment  Series,  Inc.), AXP Variable  Portfolio -- Managed Fund (fund within
AXP Variable  Portfolio -- Managed Series,  Inc.), AXP Variable Portfolio -- New
Dimensions Fund and AXP Variable  Portfolio -- Strategy  Aggressive Fund, (funds
within AXP Variable Portfolio -- Investment Series, Inc.) as of August 31, 1999,
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, 1999. 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.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 1999, by correspondence with the custodian and brokers. 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 AXP
Variable  Portfolio  -- Bond Fund,  AXP Variable  Portfolio -- Capital  Resource
Fund, AXP Variable  Portfolio -- Cash Management Fund, AXP Variable Portfolio --
Extra Income  Fund,  AXP  Variable  Portfolio -- Global Bond Fund,  AXP Variable
Portfolio --  International  Fund,  AXP Variable  Portfolio -- Managed Fund, AXP
Variable Portfolio -- New Dimensions Fund and AXP Variable Portfolio -- Strategy
Aggressive Fund as of August 31, 1999 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 LLP
Minneapolis, Minnesota
October 1, 1999
<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statements of assets and liabilities
American Express Variable Portfolio Funds

                                                                            AXP VP --             AXP VP --             AXP VP --
                                                                              Bond                Capital               Cash
                                                                              Fund               Resource            Management
Aug. 31, 1999                                                                                      Fund                 Fund

 Assets
Investments in securities, at value (Note 1):
   (identified cost, $1,835,687,555; $4,047,761,447
<S>                                                                     <C>                  <C>                   <C>
   and $689,561,940, respectively)                                      $1,752,157,356       $5,622,133,352        $689,561,940
Cash in bank on demand deposit                                                 189,902               79,197             128,006
Receivable for investment securities sold                                   29,034,173           17,284,939                  --
Dividends and accrued interest receivable                                   28,896,892            4,031,500             109,911
U.S. government securities held as collateral (Note 5)                      66,371,795                   --                  --
Receivable for capital stock sold                                            7,747,962                5,664           3,483,156
                                                                             ---------                -----           ---------
Total assets                                                             1,884,398,080        5,643,534,652         693,283,013
                                                                         -------------        -------------         -----------
Liabilities
Dividends payable to shareholders (Note 1)                                  10,027,436            1,303,492           2,737,850
Payable for investment securities purchased                                 54,174,575            3,847,282                  --
Accrued investment management and services fee                                 931,661            3,032,408             302,993
Payable upon return of securities loaned (Note 5)                           68,796,795            7,920,000                  --
Payable for capital stock redeemed                                                  --            6,396,860             576,924
Other accrued expenses                                                         179,954              468,067              45,628
                                                                               -------              -------              ------
Total liabilities                                                          134,110,421           22,968,109           3,663,395
                                                                           -----------           ----------           ---------
Net assets applicable to outstanding capital stock                      $1,750,287,659       $5,620,566,543        $689,619,618
                                                                        ==============       ==============        ============
Represented by
Capital stock-- $.01 par value (Note 1)                                 $    1,657,059       $    1,623,556        $  6,896,869
Additional paid-in capital                                               1,891,237,568        3,474,570,488         682,731,880
Undistributed (excess of distributions over)
   net investment income                                                     1,473,065              (61,479)                 80
Accumulated net realized gain (loss)                                       (61,338,960)         570,062,073              (9,211)
Unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign
   currencies (Note 7)                                                     (82,741,073)       1,574,371,905                  --
                                                                           -----------        -------------         -----------
Total -- representing net assets applicable to outstanding
   capital stock                                                        $1,750,287,659       $5,620,566,543        $689,619,618
                                                                        ==============       ==============        ============
Shares outstanding                                                         165,705,950          162,355,580         689,686,854
Net asset value per share of outstanding capital stock                  $        10.56       $        34.62        $       1.00
                                                                        --------------       --------------        ------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of assets and liabilities (continued)

American Express Variable Portfolio Funds

                                                                            AXP VP --             AXP VP --             AXP VP --
                                                                              Extra               Global            International
                                                                             Income                Bond                 Fund
Aug. 31, 1999                                                                 Fund                 Fund

Assets
Investments in securities, at value (Note 1):
   (identified cost, $684,860,287; $202,795,870
<S>                                                                       <C>                  <C>               <C>
   and $1,944,967,810, respectively)                                      $621,838,112         $197,837,361      $2,296,602,351
Cash in bank on demand deposit                                                 583,980               79,566                  --
Receivable for investment securities sold                                      850,541           17,745,301          33,319,234
Dividends and accrued interest receivable                                   17,110,221            3,001,555           9,637,138
Unrealized appreciation on foreign currency
   contracts held, at value (Notes 1 and 4)                                         --               17,405             185,614
U.S. government securities held as collateral (Note 5)                              --                   --           4,593,908
Receivable for capital stock sold                                            5,964,449              405,060           4,063,643
                                                                             ---------              -------           ---------
Total assets                                                               646,347,303          219,086,248       2,348,401,888
                                                                           -----------          -----------       -------------
Liabilities
Disbursements in excess of cash on demand deposit                                   --                   --           1,090,195
Dividends payable to shareholders (Note 1)                                   6,827,240              760,501           6,018,832
Payable for investment securities purchased                                  1,080,474           20,726,215          27,430,862
Accrued investment management and services fee                                 350,109              146,055           1,697,101
Unrealized depreciation on foreign currency
   contracts held, at value (Notes 1 and 4)                                         --                   45             191,333
Payable upon return of securities loaned (Note 5)                                   --                   --          90,740,908
Other accrued expenses                                                          51,604               27,201             201,864
                                                                                ------               ------             -------
Total liabilities                                                            8,309,427           21,660,017         127,371,095
                                                                             ---------           ----------         -----------
Net assets applicable to outstanding capital stock                        $638,037,876         $197,426,231      $2,221,030,793
                                                                          ============         ============      ==============
Represented by
Capital stock-- $.01 par value (Note 1)                                   $    729,579         $    200,692      $    1,287,149
Additional paid-in capital                                                 730,307,771          207,268,558       1,511,687,018
Undistributed (excess of distributions over) net investment income            (674,915)            (366,177)            214,311
Accumulated net realized gain (loss)                                       (29,302,384)          (4,690,693)        356,188,362
Unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign
   currencies (Note 4)                                                     (63,022,175)          (4,986,149)        351,653,953
                                                                           -----------           ----------         -----------
Total -- representing net assets applicable to
   outstanding capital stock                                              $638,037,876         $197,426,231      $2,221,030,793
                                                                          ============         ============      ==============
Shares outstanding                                                          72,957,929           20,069,246         128,714,852
                                                                            ----------           ----------         -----------
Net asset value per share of outstanding capital stock                    $       8.75         $       9.84      $        17.26
                                                                          ------------         ------------      --------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of assets and liabilities (continued)

American Express Variable Portfolio Funds

                                                                            AXP VP --             AXP VP --             AXP VP --
                                                                             Managed                New               Strategy
                                                                              Fund              Dimensions           Aggressive
Aug. 31, 1999                                                                                      Fund                 Fund

Assets
Investments in securities, at value (Note 1):
   (identified cost, $4,061,695,440; $2,568,327,288
<S>                                                                     <C>                  <C>                 <C>
   and $2,106,264,126, respectively)                                    $5,177,684,945       $3,551,448,206      $2,401,108,546
Cash in bank on demand deposit                                                  59,581               14,712           1,819,241
Receivable for investment securities sold                                   14,221,980            4,611,128         119,229,846
Dividends and accrued interest receivable                                   27,080,277            1,938,694             312,583
U.S. government securities held as collateral (Note 5)                     221,080,365                   --           7,907,206
Receivable for capital stock sold                                           25,931,880            1,653,352                  --
                                                                            ----------            ---------
Total assets                                                             5,466,059,028        3,559,666,092       2,530,377,422
                                                                         -------------        -------------       -------------
Liabilities
Dividends payable to shareholders (Note 1)                                  33,026,581            3,183,554           2,089,271
Payable for investment securities purchased                                  6,395,363            6,175,601          92,440,246
Unrealized depreciation on foreign currency
   contracts held, at value (Notes 1 and 4)                                         --                   --             239,606
Accrued investment management and services fee                               2,642,861            1,918,505           2,524,978
Payable upon return of securities loaned (Note 5)                          377,324,265           10,011,600         104,147,606
Payable for capital stock redeemed                                                  --               15,541                  --
Other accrued expenses                                                         251,622              136,645             536,548
Option contracts  written at value (premium  received,
   $1,198,710 for AXP VP -- Managed Fund and $1,299,571
   for AXP VP-- Strategy Aggressive Fund) (Note 8)                             687,500                   --           1,077,187
                                                                               -------             --------           ---------
Total liabilities                                                          420,328,192           21,441,446         203,055,442
                                                                           -----------           ----------         -----------
Net assets applicable to outstanding capital stock                      $5,045,730,836       $3,538,224,646      $2,327,321,980
                                                                        ==============       ==============      ==============
Represented by
Capital stock -- $.01 par value
   ($.001 for AXP VP-- Managed Fund) (Note 1)                           $      267,823       $    1,875,218      $    1,414,050
Additional paid-in capital                                               3,721,938,026        2,520,469,647       1,783,865,812
Undistributed (excess of distributions over)
   net investment income                                                    (8,256,690)                  (7)            (27,100)
Accumulated net realized gain (loss)                                       215,299,519           32,758,870         246,869,640
Unrealized appreciation (depreciation) on investments and
   on translation of assets and liabilities in foreign
   currencies (Notes 4 and 7)                                            1,116,482,158          983,120,918         295,199,578
                                                                         -------------          -----------         -----------
Total -- representing net assets applicable to outstanding
   capital stock                                                        $5,045,730,836       $3,538,224,646      $2,327,321,980
                                                                        ==============       ==============      ==============
Shares outstanding                                                         267,822,635          187,521,775         141,404,983
                                                                           -----------          -----------         -----------
Net asset value per share of outstanding capital stock                  $        18.84       $        18.87      $        16.46
                                                                        --------------       --------------      --------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations

American Express Variable Portfolio Funds

                                                                            AXP VP --            AXP VP --             AXP VP --
                                                                              Bond                Capital               Cash
                                                                              Fund               Resource            Management
Year ended Aug. 31, 1999                                                                            Fund                 Fund

Investment income
Income:
<S>                                                                      <C>                 <C>                    <C>
Dividends                                                                $   2,290,910       $   39,716,887         $        --
Interest                                                                   144,232,068            5,715,664          28,661,101
   Less foreign taxes withheld                                                      --             (149,543)                 --
                                                                              --------             --------             -------
Total income                                                               146,522,978           45,283,008          28,661,101
                                                                           -----------           ----------          ----------
Expenses (Note 2):
Investment management services fee                                          11,191,880           33,169,737           2,828,782
Administrative services fees and expenses                                      933,030            2,297,747             173,728
Custodian fees and expenses                                                    161,406              320,145              51,221
Compensation of board members and officers                                      15,597               28,547               9,258
Printing and postage                                                           249,563              339,322              39,073
Audit fees                                                                      23,250               22,500              17,000
Other                                                                            1,785                1,448                 309
                                                                                 -----                -----                 ---
Total expenses                                                              12,576,511           36,179,446           3,119,371
                                                                            ----------           ----------           ---------
Investment income (loss)-- net                                             133,946,467            9,103,562          25,541,730
                                                                           -----------            ---------          ----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (Note 3)                                          (61,615,405)         572,334,253              (6,680)
   Financial futures contracts                                               2,263,646                   --                  --
   Foreign currency transactions                                              (321,153)                  --                  --
                                                                              --------              -------               -----
Net realized gain (loss) on investments                                    (59,672,912)         572,334,253              (6,680)
Net change in unrealized appreciation (depreciation)
   on investments and on translation of assets and liabilities
   in foreign currencies                                                   (28,854,381)       1,167,038,381                  --
                                                                           -----------        -------------               -----
Net gain (loss) on investments and foreign currencies                      (88,527,293)       1,739,372,634              (6,680)
                                                                           -----------        -------------              ------
Net increase (decrease) in net assets resulting from operations          $  45,419,174       $1,748,476,196         $25,535,050
                                                                         =============       ==============         ===========

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations (continued)

American Express Variable Portfolio Funds

                                                                            AXP VP --             AXP VP --             AXP VP --
                                                                              Extra               Global            International
                                                                             Income                Bond                 Fund
Year ended Aug. 31, 1999                                                      Fund                 Fund

Investment income
Income:
<S>                                                                       <C>                  <C>                 <C>
Dividends                                                                 $  7,946,033         $         --        $ 29,278,224
Interest                                                                    57,379,689           12,706,266           7,993,218
   Less foreign taxes withheld                                                      --                   --          (2,248,560)
                                                                              --------              -------          ----------
Total income                                                                65,325,722           12,706,266          35,022,882
Expenses (Note 2):
Investment management services fee                                           3,725,928            1,689,945          17,609,972
Administrative services fees and expenses                                      321,400              123,793             997,689
Custodian fees and expenses                                                     65,418               57,358           1,137,533
Compensation of board members and officers                                       9,258                7,877              15,870
Printing and postage                                                            65,318               28,104             254,969
Audit fees                                                                      18,500               16,500              20,000
Other                                                                            2,378                2,399               3,449
                                                                                 -----                -----               -----
Total expenses                                                               4,208,200            1,925,976          20,039,482
                                                                             ---------            ---------          ----------
Investment income (loss)-- net                                              61,117,522           10,780,290          14,983,400
                                                                            ----------           ----------          ----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (Note 3)                                          (29,699,969)          (5,336,280)        356,750,737
   Financial futures contracts                                                      --               82,266                  --
   Foreign currency transactions                                                    --               (4,616)         (6,586,209)
                                                                               -------               ------          ----------
Net realized gain (loss) on investments                                    (29,699,969)          (5,258,630)        350,164,528
Net change in unrealized appreciation (depreciation)
   on investments and on translation of assets and liabilities
   in foreign currencies                                                   (14,674,862)          (1,292,387)         64,235,687
                                                                           -----------           ----------          ----------
Net gain (loss) on investments and foreign currencies                      (44,374,831)          (6,551,017)        414,400,215
                                                                           -----------           ----------         -----------
Net increase (decrease) in net assets resulting from operations           $ 16,742,691         $  4,229,273        $429,383,615
                                                                          ============         ============        ============

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations (continued)

American Express Variable Portfolio Funds

                                                                            AXP VP --             AXP VP --             AXP VP --
                                                                             Managed                New               Strategy
                                                                              Fund              Dimensions           Aggressive
Year ended Aug. 31, 1999                                                                           Fund                 Fund

Investment income
Income:
<S>                                                                       <C>                  <C>                 <C>
Dividends                                                                 $ 29,123,926         $ 20,422,107        $  4,640,677
Interest                                                                   134,409,775            9,469,922          17,744,977
   Less foreign taxes withheld                                                (214,424)             (59,269)            (12,392)
                                                                              --------              -------             -------
Total income                                                               163,319,277           29,832,760          22,373,262
                                                                           -----------           ----------          ----------
Expenses (Note 2):
Investment management services fee                                          29,584,681           17,935,431          13,697,732
Administrative services fees and expenses                                    1,402,710            1,339,605           1,046,623
Custodian fees and expenses                                                    369,131              313,308             228,585
Compensation of board members and officers                                      27,446               15,883              16,972
Printing and postage                                                           239,877              269,431             228,012
Audit fees                                                                      21,000               22,000              17,000
Other                                                                              316                7,265               8,956
                                                                                   ---                -----               -----
Total expenses                                                              31,645,161           19,902,923          15,243,880
                                                                            ----------           ----------          ----------
Investment income (loss)-- net                                             131,674,116            9,929,837           7,129,382
                                                                           -----------            ---------           ---------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security  transactions  (including $6,076,005 realized gain on
   investments of affiliated issuers for AXP VP -- Strategy
   Aggressive Fund) (Note 3)                                               212,592,019           33,424,972         265,390,770
   Foreign currency transactions                                              (239,114)                  --             (17,405)
   Options contracts written (Note 8)                                               --             (606,416)         (5,272,733)
                                                                               -------             --------          ----------
Net realized gain (loss) on investments                                    212,352,905           32,818,556         260,100,632
Net change in unrealized appreciation (depreciation)
   on investments and on translation of assets and liabilities
   in foreign currencies                                                   655,721,269          838,085,236         400,514,769
                                                                           -----------          -----------         -----------
Net gain (loss) on investments and foreign currencies                      868,074,174          870,903,792         660,615,401
                                                                           -----------          -----------         -----------
Net increase (decrease) in net assets resulting from
   operations                                                             $999,748,290         $880,833,629        $667,744,783
                                                                          ============         ============        ============

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets

American Express Variable Portfolio Funds

                                                                 AXP VP -- Bond Fund             AXP VP -- Capital Resource Fund
Year ended Aug. 31,                                             1999             1998                1999                1998

Operations and distributions
<S>                                                      <C>              <C>                <C>                  <C>
Investment income (loss)-- net                           $   133,946,467  $   143,058,301    $    9,103,562       $   18,039,721
Net realized gain (loss) on investments                     (59,672,912)        (465,418)       572,334,253          448,373,910
Net change in unrealized appreciation
   (depreciation) on investments and on translation
   of assets and liabilities in foreign currencies          (28,854,381)    (110,599,748)     1,167,038,381         (503,365,840)
                                                            -----------     ------------      -------------         ------------
Net increase (decrease) in net assets resulting
   from operations                                           45,419,174       31,993,135      1,748,476,196          (36,952,209)
                                                             ----------       ----------      -------------          -----------
Distributions to shareholders from:
   Net investment income                                   (129,854,610)    (138,696,945)        (9,103,562)         (19,551,462)
   Net realized gain                                         (4,108,552)     (42,097,397)      (401,677,258)        (108,000,072)
   Excess distributions of net investment
      income (Note 1)                                                --               --                 --              (60,536)
                   -                                            -------          -------            -------              -------
Total distributions                                        (133,963,162)    (180,794,342)      (410,780,820)        (127,612,070)
                                                           ------------     ------------       ------------         ------------
Capital share transactions (Note 6)
Proceeds from sales                                         106,635,029      111,114,932         84,199,124           94,373,230
Reinvested distributions at net asset value                 133,963,162      180,794,342        410,780,820          127,612,070
Payments for redemptions                                   (254,262,401)    (213,929,824)      (665,014,906)        (471,105,969)
                                                           ------------     ------------       ------------         ------------
Increase (decrease) in net assets from capital
   share transactions                                       (13,664,210)      77,979,450       (170,034,962)        (249,120,669)
                                                            -----------       ----------       ------------         ------------
Total increase (decrease) in net assets                    (102,208,198)     (70,821,757)     1,167,660,414         (413,684,948)
Net assets at beginning of year                           1,852,495,857    1,923,317,614      4,452,906,129        4,866,591,077
                                                          -------------    -------------      -------------        -------------
Net assets at end of year                                $1,750,287,659   $1,852,495,857     $5,620,566,543       $4,452,906,129
                                                         ==============   ==============     ==============       ==============
Undistributed (excess of distributions over)
   net investment income                                 $    1,473,065   $    2,105,989     $      (61,479)      $      (61,479)
                                                         --------------   --------------     --------------       --------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets (continued)

American Express Variable Portfolio Funds

                                                             AXP VP -- Cash Management Fund          AXP VP -- Extra Income Fund
Year ended Aug. 31,                                             1999             1998                1999                1998

Operations and distributions
<S>                                                        <C>              <C>                <C>                  <C>
Investment income (loss)-- net                             $ 25,541,730     $ 20,307,017       $ 61,117,522         $ 43,597,676
Net realized gain (loss) on investments                          (6,680)          (1,891)       (29,699,969)           6,264,774
Net change in unrealized appreciation
   (depreciation) on investments and on translation
   of assets and liabilities in foreign currencies                   --               --        (14,674,862)         (57,363,291)
                                                                -------          -------        -----------          -----------
Net increase (decrease) in net assets resulting
   from operations                                           25,535,050       20,305,126         16,742,691           (7,500,841)
                                                             ----------       ----------         ----------           ----------
Distributions to shareholders from:
   Net investment income                                    (25,541,732)     (20,307,015)       (61,060,060)         (43,596,675)
   Net realized gain                                                 --               --         (6,531,786)          (1,952,622)
                                                                 ------           ------         ----------           ----------
Total distributions                                         (25,541,732)     (20,307,015)       (67,591,846)         (45,549,297)
                                                            -----------      -----------        -----------          -----------
Capital share transactions (Note 6)
Proceeds from sales                                         603,358,465      372,906,239         88,193,720          262,609,367
Reinvested distributions at net asset value                  25,541,732       20,307,015         67,591,846           45,549,297
Payments for redemptions                                   (367,134,897)    (386,699,143)       (31,179,532)         (11,144,825)
                                                           ------------     ------------        -----------          -----------
Increase (decrease) in net assets from capital
   share transactions                                       261,765,300        6,514,111        124,606,034          297,013,839
                                                            -----------        ---------        -----------          -----------
Total increase (decrease) in net assets                     261,758,618        6,512,222         73,756,879          243,963,701
Net assets at beginning of year                             427,861,000      421,348,778        564,280,997          320,317,296
                                                            -----------      -----------        -----------          -----------
Net assets at end of year                                  $689,619,618     $427,861,000       $638,037,876         $564,280,997
                                                           ============     ============       ============         ============
Undistributed (excess of distributions over)
   net investment income                                   $         80     $         82       $   (674,915)        $   (332,628)
                                                           ------------     ------------       ------------         ------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets (continued)

American Express Variable Portfolio Funds

                                                             AXP VP -- Global Bond Fund            AXP VP -- International Fund
Year ended Aug. 31,                                             1999             1998                1999                1998

Operations and distributions
<S>                                                        <C>              <C>              <C>                  <C>
Investment income (loss)-- net                             $ 10,780,290     $  9,143,827     $   14,983,400       $   20,701,441
Net realized gain (loss) on investments                      (5,258,630)        (732,605)       350,164,528           20,930,910
Net change in unrealized appreciation
   (depreciation) on investments and on translation
   of assets and liabilities in foreign currencies           (1,292,387)      (4,143,433)        64,235,687           46,999,648
                                                             ----------       ----------         ----------           ----------
Net increase (decrease) in net assets resulting
   from operations                                            4,229,273        4,267,789        429,383,615           88,631,999
                                                              ---------        ---------        -----------           ----------
Distributions to shareholders from:
   Net investment income                                    (10,036,136)      (8,768,516)        (8,959,567)         (21,412,151)
   Net realized gain                                            (60,153)        (557,107)       (10,584,503)         (27,841,143)
   Excess distributions of net investment income                     --               --                 --           (8,929,492)
                                                                 ------           ------             ------           ----------
Total distributions                                         (10,096,289)      (9,325,623)       (19,544,070)         (58,182,786)
                                                            -----------       ----------        -----------          -----------
Capital share transactions (Note 6)
Proceeds from sales                                          26,082,577       64,799,779        189,648,648          131,026,007
Reinvested distributions at net asset value                  10,096,289        9,325,623         19,544,070           58,182,786

Payments for redemptions                                    (16,223,051)      (4,907,859)      (420,734,802)        (301,899,906)
                                                            -----------       ----------       ------------         ------------
Increase (decrease) in net assets from capital
   share transactions                                        19,955,815       69,217,543       (211,542,084)        (112,691,113)
                                                             ----------       ----------       ------------         ------------
Total increase (decrease) in net assets                      14,088,799       64,159,709        198,297,461          (82,241,900)
Net assets at beginning of year                             183,337,432      119,177,723      2,022,733,332        2,104,975,232
                                                            -----------      -----------      -------------        -------------
Net assets at end of year                                  $197,426,231     $183,337,432     $2,221,030,793       $2,022,733,332
                                                           ============     ============     ==============       ==============
Undistributed (excess of distributions over)
   net investment income                                   $   (366,177)    $   (411,170)    $      214,311       $      214,312
                                                           ------------     ------------     --------------       --------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets (continued)

American Express Variable Portfolio Funds

                                                               AXP VP -- Managed Fund             AXP VP -- New Dimensions Fund
Year ended Aug. 31,                                             1999            1998               1999                1998

Operations and distributions
<S>                                                      <C>              <C>                <C>                  <C>
Investment income (loss)-- net                           $  131,674,116   $  123,735,373     $    9,929,837       $   10,926,250
Net realized gain (loss) on investments                     212,352,905      433,344,561         32,818,556           14,132,367
Net change in unrealized appreciation
   (depreciation) on investments and on translation
   of assets and liabilities in foreign currencies          655,721,269     (467,198,242)       838,085,236          (31,064,162)
                                                            -----------     ------------        -----------          -----------
Net increase (decrease) in net assets resulting
   from operations                                          999,748,290       89,881,692        880,833,629           (6,005,545)
                                                            -----------       ----------        -----------           ----------
Distributions to shareholders from:
   Net investment income                                   (131,267,722)    (120,816,343)        (9,929,837)         (10,926,249)
   Net realized gain                                       (431,748,610)    (354,443,189)        (2,459,211)                  --
   Excess distributions of net investment income (Note 1)            --       (2,711,871)                --                   --
                                                                -------       ----------           --------               ------
Total distributions                                        (563,016,332)    (477,971,403)       (12,389,048)         (10,926,249)
                                                           ------------     ------------        -----------          -----------
Capital share transactions (Note 6)
Proceeds from sales                                        130,228,2911       64,843,111        744,395,091          683,285,147
Reinvested distributions at net asset value                 563,016,332      477,971,403         12,389,048           10,926,249
Payments for redemptions                                   (497,199,202)    (286,373,658)       (46,528,713)         (24,581,947)
                                                           ------------     ------------        -----------          -----------
Increase (decrease) in net assets from capital
   share transactions                                       196,045,421      356,440,856        710,255,426          669,629,449
                                                            -----------      -----------        -----------          -----------
Total increase (decrease) in net assets                     632,777,379      (31,648,855)     1,578,700,007          652,697,655
Net assets at beginning of year                           4,412,953,457    4,444,602,312      1,959,524,639        1,306,826,984
                                                          -------------    -------------      -------------        -------------
Net assets at end of year                                $5,045,730,836   $4,412,953,457     $3,538,224,646       $1,959,524,639
                                                         ==============   ==============     ==============       ==============
Undistributed (excess of distributions over)
   net investment income                                 $   (8,256,690)  $   (4,408,797)    $           (7)      $           (7)
                                                         --------------   --------------     --------------       --------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets (continued)

American Express Variable Portfolio Funds

                                                                           AXP VP -- Strategy Aggressive Fund
Year ended Aug. 31,                                                            1999                 1998

Operations and distributions
<S>                                                                     <C>                  <C>
Investment income (loss)-- net                                          $    7,129,382       $    1,982,389
Net realized gain (loss) on investments                                    260,100,632          138,926,753
Net change in unrealized appreciation
   (depreciation) on investments and on translation
   of assets and liabilities in foreign currencies                         400,514,769         (522,716,812)
                                                                           -----------         ------------
Net increase (decrease) in net assets resulting
   from operations                                                         667,744,783         (381,807,670)
                                                                           -----------         ------------
Distributions to shareholders from:
   Net investment income                                                    (7,142,316)          (1,982,434)
   Net realized gain                                                      (148,760,451)        (212,438,792)
   Excess distributions of net investment income                                    --           (1,274,187)
                                                                              --------           ----------
Total distributions                                                       (155,902,767)        (215,695,413)
                                                                          ------------         ------------
Capital share transactions (Note 6)
Proceeds from sales                                                         69,869,156          123,640,158
Reinvested distributions at net asset value                                155,902,767          215,695,413
Payments for redemptions                                                  (385,883,333)        (193,668,539)
                                                                          ------------         ------------
Increase (decrease) in net assets from capital
   share transactions                                                     (160,111,410)         145,667,032
                                                                          ------------          -----------
Total increase (decrease) in net assets                                    351,730,606         (451,836,051)
Net assets at beginning of year                                          1,975,591,374        2,427,427,425
                                                                         -------------        -------------
Net assets at end of year                                               $2,327,321,980       $1,975,591,374
                                                                        ==============       ==============
Undistributed (excess of distributions over) net investment income      $      (27,100)      $        3,239
                                                                        --------------       --------------

See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to Financial Statements
American Express Variable Portfolio 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  AXP VP --  Global  Bond  Fund)  open-end
management  investment  company.  Each Fund has 10 billion  authorized shares of
capital stock.

The primary investments of each Fund are as follows:

   AXP VP -- Bond Fund (formerly  known as IDS Life Special Income Fund) invests
primarily in investment-grade bonds and other debt obligations;
   AXP VP -- Capital  Resource Fund (formerly known as IDS Life Capital Resource
Fund) invests  primarily in U.S. common stocks and other securities  convertible
into common stock;
   AXP VP -- Cash Management Fund (formerly  known as IDS Life Moneyshare  Fund)
invests  primarily  in money  market  securities;
   AXP VP -- Extra  Income  Fund (formerly  known  as IDS Life  Income Advantage
Fund)  invests   primarily  in high-yielding, high risk corporate bonds (junk
bonds) issued by U.S. and foreign companies and governments;
   AXP VP -- Global  Bond Fund  (formerly  known as IDS Life Global  Yield Fund)
invests primarily in debt securities of U.S. and foreign issuers;
   AXP VP -- International Fund (formerly known as IDS Life International Equity
Fund)  invests  primarily  in equity  securities  of foreign  issuers that offer
strong growth potential;
   AXP VP -- Managed  Fund  (formerly  known as IDS Life Managed  Fund)  invests
primarily  in  a  combination  of  common  and  preferred  stocks,   convertible
securities, bonds and other debt securities;
   AXP VP -- New Dimensions  Fund (formerly  known as IDS Life Growth Dimensions
Fund) invests  primarily in common  stocks  showing  potential  for  significant
growth; and
   AXP VP -- Strategy  Aggressive  Fund  (formerly  known as IDS Life Aggressive
Growth Fund) invests primarily in securities of growth companies.

Shares of each Fund are sold through the purchase of a variable annuity contract
or life insurance policy.

The Fund's significant accounting policies are summarized as follows:

Use of estimates
Preparing  financial  statements that conform to generally  accepted  accounting
principles   requires   management  to  make  estimates  (e.g.,  on  assets  and
liabilities) that could differ from actual results.

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 that reflects fair value
as quoted by dealers 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 AXP VP -- Cash Management Fund, maturing in more
than 60 days  from  the  valuation  date  are  valued  at the  market  price  or
approximate  market value based on the 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 AXP VP -- Cash  Management  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
To produce incremental earnings, protect gains and facilitate buying and selling
of securities for investments, the Funds, except AXP VP -- Cash Management 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 being
unable to enter into a closing transaction if a liquid secondary market does not
exist.  The Funds also may write  over-the-counter  options where completing the
obligation depends upon the credit standing of the other party.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized  appreciation or  depreciation  is recorded.  The Funds
will realize a gain or loss when the option transaction  expires or closes. 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
To gain exposure to or protect itself from market changes, the Funds, except AXP
VP -- Cash Management 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 of
an illiquid  market and that 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 are 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,  if any, may arise from sales of foreign currency,  closed forward
contracts,  exchange  gains  or  losses  realized  between  the  trade  date and
settlement  date on  securities  transactions,  and other  translation  gains or
losses on dividends, interest income and foreign withholding taxes.

The Funds,  except AXP VP -- Cash  Management  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 its contract obligations.

Illiquid securities
As of Aug. 31, 1999,  investments  in securities for AXP VP -- Bond Fund and AXP
VP -- Extra  Income Fund  included  issues that are  illiquid  which these Funds
currently limit to 10% of net assets,  at market value, at the time of purchase.
The aggregate  value of such  securities as of Aug. 31, 1999, was $9,509,063 and
$5,383,766  representing  0.54% and 0.84% of net  assets for AXP VP -- Bond Fund
and AXP VP -- Extra Income Fund,  respectively.  According to board  guidelines,
certain unregistered securities are determined to be liquid and are not included
within the 10% limitation specified above.
<PAGE>
<TABLE>
<CAPTION>

Federal taxes
Each Fund's  policy is to comply with all sections of the Internal  Revenue Code
that  apply to  regulated  investment  companies  and to  distribute  all of its
taxable income to the Variable Accounts. No provision for income or excise taxes
is thus 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 deferred  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:

                                                    AXP VP --          AXP VP --          AXP VP --
                                                     Bond               Capital            Cash
                                                     Fund              Resource         Management
                                                                         Fund              Fund
<S>                                               <C>                    <C>               <C>
Accumulated net realized gain (loss)              $4,724,781             $--               $--
Undistributed net investment income               (4,724,781)             --                --
                                                  ----------            ----              ----
Additional paid-in capital reduction (increase)   $       --             $--               $--

                                                   AXP VP --            AXP VP --          AXP VP --
                                                 Extra Income         Global Bond      International
                                                     Fund                Fund              Fund
Accumulated net realized gain (loss)                $399,749           $699,161        $6,023,834
Undistributed net investment income                 (399,749)          (699,161)       (6,023,834)
                                                    --------           --------        ----------
Additional paid-in capital reduction (increase)     $     --           $     --        $       --

                                                    AXP VP --            AXP VP --          AXP VP --
                                                     Managed               New            Strategy
                                                       Fund             Dimensions        Aggressive
                                                                          Fund              Fund
Accumulated net realized gain (loss)              $4,254,287               $--            $17,405
Undistributed net investment income               (4,254,287)               --            (17,405)
                                                  ----------            ------            -------
Additional paid-in capital reduction (increase)   $      --                $--            $    --
</TABLE>
<PAGE>

Dividends

As of Aug. 31, 1999,  dividends declared for each Fund payable Sept. 1, 1999 are
as follows:

AXP VP-- Bond Fund                        $0.060
AXP VP-- Capital Resource Fund            $0.008
AXP VP-- Cash Management Fund             $0.004
AXP VP-- Extra Income Fund                $0.094
AXP VP-- Global Bond Fund                 $0.038
AXP VP-- International Fund               $0.047
AXP VP-- Managed Fund                     $0.124
AXP VP-- New Dimensions Fund              $0.017
AXP VP-- Strategy Aggressive Fund         $0.015

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 AXP VP -- Bond,  AXP VP -- Cash  Management,  AXP VP -- Extra Income
and AXP VP -- Global Bond Funds and  declared and paid  quarterly  for AXP VP --
Capital  Resource,  AXP VP --  International,  AXP VP -- Managed,  AXP VP -- New
Dimensions and AXP VP -- Strategy Aggressive 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 securities are purchased or
sold.  Dividend income is recognized on the ex-dividend  date or upon receipt of
ex-dividend  notification  in the case of certain foreign  securities.  For U.S.
dollar denominated bonds,  interest income includes level-yield  amortization of
premium and discount. For foreign bonds, the Funds amortize premium and original
issue discount daily and market discount is recognized at the time of sale.

2. EXPENSES
The Funds have an  Investment  Management  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
AXP VP-- Bond Fund                                0.610% to 0.535%
AXP VP-- Capital Resource Fund                    0.630% to 0.570%
AXP VP-- Cash Management Fund                     0.510% to 0.440%
AXP VP-- Extra Income Fund                        0.620% to 0.545%
AXP VP-- Global Bond Fund                         0.840% to 0.780%
AXP VP-- International Fund                       0.870% to 0.795%
AXP VP-- Managed Fund                             0.630% to 0.550%
AXP VP-- New Dimensions Fund                      0.630% to 0.570%
AXP VP-- Strategy Aggressive Fund                 0.650% to 0.575%

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 AXP VP --  International  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 AXP VP -- Cash Management Fund will be limited to 0.25% of
the Fund's average daily net assets.

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

The Funds  have 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
AXP VP-- Bond Fund                                0.050% to 0.025%
AXP VP-- Capital Resource Fund                    0.050% to 0.030%
AXP VP-- Cash Management Fund                     0.030% to 0.020%
AXP VP-- Extra Income Fund                        0.050% to 0.025%
AXP VP-- Global Bond Fund                         0.060% to 0.040%
AXP VP-- International Fund                       0.060% to 0.035%
AXP VP-- Managed Fund                             0.040% to 0.020%
AXP VP-- New Dimensions Fund                      0.050% to 0.030%
AXP VP-- Strategy Aggressive Fund                 0.060% to 0.035%

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 and any other  expenses  properly  payable by the Funds and approved by the
board.

Effective  Sept.  21, 1999, the Funds will enter into an agreement with IDS Life
for distribution services. Under a Plan and Agreement of Distribution, each Fund
will pay a  distribution  fee at an annual rate of 0.125% of each Fund's average
daily net assets.

3. SECURITIES TRANSACTIONS
For the year ended Aug. 31, 1999,  cost of purchases  and proceeds from sales of
securities aggregated,  respectively,  $3,339,487,592 and $3,064,358,115 for AXP
VP -- Cash  Management  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
AXP VP-- Bond Fund                 $1,261,980,794      $1,215,427,781
AXP VP-- Capital Resource Fund      3,014,830,372       3,530,277,020
AXP VP-- Extra Income Fund            380,484,408         278,703,313
AXP VP-- Global Bond Fund             138,020,088         103,758,446
AXP VP-- International Fund         2,006,188,247       2,208,333,223
AXP VP-- Managed Fund               2,064,244,598       2,155,313,200
AXP VP-- New Dimensions Fund        1,276,024,025         745,928,138
AXP VP-- Strategy Aggressive Fund   4,045,046,657       4,351,822,101

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 Aug. 31, 1999 are as follows:

AXP VP -- Capital Resource Fund     $582,267
AXP VP -- Managed  Fund              215,973
AXP VP -- New  Dimensions  Fund      165,340
AXP VP -- Strategy Aggressive Fund   203,181
<PAGE>
<TABLE>
<CAPTION>

4. FOREIGN CURRENCY CONTRACTS
As of Aug. 31, 1999,  AXP VP -- Global Bond Fund, AXP VP --  International  Fund
and AXP VP --  Strategy  Aggressive  Fund  had  entered  into  foreign  currency
exchange  contracts  that obligate the Funds to deliver  currencies at specified
future dates. 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:

AXP VP -- Global Bond Fund

Exchange date                                        Currency to        Currency to        Unrealized         Unrealized
                                                    be delivered        be received       appreciation       depreciation

<S>                                                   <C>               <C>                  <C>                  <C>
Sept. 2, 1999                                         1,506,625         470,308,150          $17,405              $--
                                                     U.S. Dollar       Greek Drachma
Sept. 2, 1999                                           4,049              4,238                --                 45
                                                                                              -----                --
                                               European Monetary Unit   U.S. Dollar
Total                                                                                        $17,405              $45

AXP VP -- International Fund

Exchange date                                        Currency to        Currency to        Unrealized         Unrealized
                                                    be delivered        be received       appreciation       depreciation

Sept. 1, 1999                                         1,164,238           736,614          $     --           $  6,636
                                                  Australian Dollar     U.S. Dollar
Sept. 1, 1999                                         1,708,111         189,907,788          29,460                 --
                                                     U.S. Dollar       Japanese Yen
Sept. 1, 1999                                          690,758            408,563                --              1,747
                                                  Singaporan Dollar     U.S. Dollar
Sept. 2, 1999                                         5,505,685          3,468,803           74,579                 --
                                                     U.S Dollar        British Pound
Sept. 2, 1999                                          969,403            616,831                --              2,036
                                                  Australian Dollar     U.S. Dollar
Sept. 2, 1999                                         1,507,810         165,527,370           6,691                 --
                                                     U.S. Dollar       Japanese Yen
Sept. 2, 1999                                         2,928,769          1,736,287               --              3,404
                                                  Singaporan Dollar     U.S. Dollar
Sept. 3, 1999                                         5,940,421          3,739,053           74,594                 --
                                                     U.S Dollar        British Pound
Sept. 3, 1999                                          962,539            570,678                --              1,071
                                                  Singaporan Dollar     U.S. Dollar
Sept. 7, 1999                                         4,116,470          2,445,476              290                 --
                                                  Singaporan Dollar     U.S. Dollar
Sept. 30, 1999                                        7,077,303          7,396,985               --             89,740
                                               European Monetary Unit   U.S. Dollar
Sept. 30, 1999                                        4,620,479          4,845,728               --             42,046
                                               European Monetary Unit   U.S. Dollar
Sept. 30, 1999                                        4,421,077          4,632,183               --             44,653
                                                                                           ---------            ------
                                               European Monetary Unit   U.S. Dollar
Total                                                                                      $185,614           $191,333

AXP VP -- Strategy Aggressive Fund

Exchange date                                        Currency to        Currency to        Unrealized         Unrealized
                                                    be delivered        be received       appreciation       depreciation

Sept. 1, 1999                                         7,543,897         12,026,480             $--            $109,385
                                                    British Pound       U.S. Dollar
Sept. 2, 1999                                         2,054,435          3,256,937             $--           $  48,033
                                                    British Pound       U.S. Dollar
Sept. 2, 1999                                         2,707,561          2,820,331             $--           $  43,861
                                               European Monetary Unit   U.S. Dollar
Sept. 3, 1999                                         3,054,016          3,192,363             $--           $  38,327
                                                                                               ---           ---------
                                               European Monetary Unit   U.S. Dollar
Total                                                                                          $--            $239,606
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

5. LENDING OF PORTFOLIO SECURITIES
Presented below is information regarding securities on loan as of Aug. 31, 1999.

                                                   AXP VP --           AXP VP --          AXP VP --
                                                     Bond               Capital        International
                                                     Fund              Resource            Fund
                                                                         Fund
<S>                                               <C>                 <C>             <C>
Value of securities on loan to brokers            $66,601,500         $7,462,500      $86,190,096
                                                  -----------         ----------      -----------
Collateral received for securities loaned:
Cash                                              $ 2,425,000         $7,920,000      $86,147,000
U.S. government securities, at value               66,371,795                 --        4,593,908
                                                   ----------            -------        ---------
Total collateral received for securities loaned   $68,796,795         $7,920,000      $90,740,908
                                                  -----------         ----------      -----------


                                                  AXP VP --            AXP VP --        AXP VP --
                                                   Managed               New            Strategy
                                                    Fund             Dimensions        Aggressive
                                                                         Fund              Fund
Value of securities on loan to brokers           $362,954,040        $ 9,747,313     $100,414,463
                                                 ------------        -----------     ------------
Collateral received for securities loaned:
Cash                                             $156,243,900        $10,011,600     $ 96,240,400
U.S. government securities, at value              221,080,365                 --        7,907,206
                                                  -----------            -------        ---------
Total collateral received for securities loaned  $377,324,265        $10,011,600     $104,147,606
                                                 ------------        -----------     ------------

Income from securities lending amounted to $205,211, $103,137, $8,114, $834,283,
$772,965,  $69,710  and  $450,762  for AXP VP -- Bond  Fund,  AXP VP --  Capital
Resource Fund, AXP VP -- Global Bond Fund, AXP VP -- International  Fund, AXP VP
- -- Managed Fund, AXP VP -- New Dimensions Fund and AXP VP -- Strategy Aggressive
Fund, respectively, for the year ended Aug. 31, 1999.

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.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

6. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock for the years indicated are as follows:

                                                    Year ended Aug. 31, 1999
                                        AXP VP --            AXP VP --      AXP VP --
                                          Bond               Capital          Cash
                                          Fund              Resource       Management
                                                              Fund            Fund
<S>                                     <C>                <C>            <C>
Sold                                    9,705,292          2,571,389      603,415,090
Issued for reinvested distributions    12,224,882         14,021,994       25,544,144
Redeemed                              (23,348,532)       (20,385,941)    (367,169,580)
                                      -----------        -----------     ------------
Net increase (decrease)                (1,418,358)        (3,792,558)     261,789,654

                                                    Year ended Aug. 31, 1999
                                        AXP VP --            AXP VP --        AXP VP --
                                          Extra              Global       International
                                         Income               Bond            Fund
                                          Fund                Fund
Sold                                    9,758,757          2,510,601       12,212,960
Issued for reinvested distributions     7,511,830            981,534        1,096,574
Redeemed                               (3,462,581)        (1,593,306)     (26,524,212)
                                       ----------         ----------      -----------
Net increase (decrease)                13,808,006          1,898,829      (13,214,678)

                                                    Year ended Aug. 31, 1999
                                        AXP VP --            AXP VP --       AXP VP --
                                         Managed               New           Strategy
                                          Fund             Dimensions       Aggressive
                                                              Fund              Fund
Sold                                    6,954,626         42,053,242        4,611,926
Issued for reinvested distributions    31,767,507            669,065       11,423,262
Redeemed                              (26,684,346)        (2,661,999)     (25,418,985)
                                      -----------         ----------      -----------
Net increase (decrease)                12,037,787         40,060,308       (9,383,797)

                                                    Year ended Aug. 31, 1998
                                        AXP VP --            AXP VP --       AXP VP --
                                          Bond               Capital          Cash
                                          Fund              Resource        Management
                                                              Fund            Fund
Sold                                    9,406,202          3,111,763      372,938,041
Issued for reinvested distributions    15,335,152          4,593,438       20,308,748
Redeemed                              (18,015,220)       (15,545,239)    (386,732,614)
                                      -----------        -----------     ------------
Net increase (decrease)                 6,726,134         (7,840,038)       6,514,175

                                                    Year ended Aug. 31, 1998

                                        AXP VP --            AXP VP --        AXP VP --
                                          Extra              Global       International
                                         Income               Bond            Fund
                                          Fund                Fund
Sold                                   25,022,142          6,193,224        8,581,401
Issued for reinvested distributions     4,401,276            894,227        4,293,695
Redeemed                               (1,093,400)          (470,748)     (20,393,377)
                                       ----------           --------      -----------
Net increase (decrease)                28,330,018          6,616,703       (7,518,281)

                                                    Year ended Aug. 31, 1998
                                        AXP VP --            AXP VP --        AXP VP --
                                         Managed               New           Strategy
                                          Fund             Dimensions       Aggressive
                                                              Fund              Fund
Sold                                    8,609,654         47,550,647        7,220,136
Issued for reinvested distributions    26,654,679            493,421       13,613,493
Redeemed                              (15,015,022)        (1,469,624)     (11,448,329)
                                      -----------         ----------      -----------
Net increase (decrease)                20,249,311         46,574,444        9,385,300
</TABLE>
<PAGE>

7. FUTURES CONTRACTS
As of Aug. 31, 1999, AXP VP -- Bond Fund's  investments  in securities  included
securities valued at $6,311,834 that were pledged as collateral to cover initial
margin  deposits on 400 open sale interest rate  contracts.  The market value of
the  open  sale  contracts  as of  Aug.  31,  1999  was  $45,587,500  with a net
unrealized gain of $801,526. See "Summary of significant accounting policies."

As of Aug.  31,  1999,  AXP VP --  Strategy  Aggressive  Fund's  investments  in
securities included securities valued at $88,438 that were pledged as collateral
to cover initial margin  deposits on three open purchase stock index  contracts.
The market value of the open purchase contracts as of Aug. 31, 1999 was $989,850
with a net unrealized  loss of $72,968.  See "Summary of significant  accounting
policies."
<PAGE>
<TABLE>
<CAPTION>

8. OPTIONS CONTRACTS WRITTEN
Contracts and premium amounts  associated with options  contracts written by AXP
VP -- Managed Fund during the year ended

Aug. 31, 1999 are as follows:

                                                   Puts
                                    Contracts               Premium
Balance Aug. 31, 1998                   --               $       --
Opened                               2,500                1,198,710
                                     -----                ---------
Balance Aug. 31, 1999                2,500               $1,198,710

See "Summary of significant accounting policies."

Contracts and premium amounts  associated with options  contracts written by AXP
VP -- New Dimensions Fund during the year ended

Aug. 31, 1999 are as follows:

                                                   Calls
                                   Contracts                Premium
Balance Aug. 31, 1998                   --               $       --
Opened                               2,426                1,143,310
Closed or expired                   (2,426)              (1,143,310)
                                    ------               ----------
Balance Aug. 31, 1999                   --               $       --

See "Summary of significant accounting policies."

Contracts and premium amounts  associated with options  contracts written by AXP
VP --  Strategy  Aggressive  Fund  during the year ended  Aug.  31,  1999 are as
follows:

                                                   Puts                                               Calls
                                     Contracts               Premium                    Contracts                Premium
<S>                                  <C>                  <C>                            <C>                  <C>
Balance Aug. 31, 1998                    --               $       --                          --              $        --
Opened                                5,450                1,834,053                      37,480               16,414,545
Closed or expired                    (1,000)                (534,482)                    (29,500)             (13,762,194)
Exercised                                --                       --                      (7,980)              (2,652,351)
                                       ----                  -------                      ------               ----------
Balance Aug. 31, 1999                 4,450               $1,299,571                          --              $        --

See "Summary of significant accounting policies."


9. CAPITAL LOSS CARRYOVER
For federal  income tax  purposes,  AXP VP -- Bond Fund,  AXP VP -- Extra Income
Fund and AXP VP -- Global Bond Fund had capital loss  carryovers  as of Aug. 31,
1999 of $57,229,041,  $29,248,847 and  $4,559,469,  respectively,  which, if not
offset by subsequent capital gains, will expire in 2007 and 2008. It is unlikely
the board will  authorize a  distribution  of any net  realized  gain for a Fund
until its capital loss carryover has been offset or expires.

10. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
are presented on pages 56-64 of the prospectus.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- Bond Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Bonds (92.9%)
Issuer                                                              Coupon                  Principal                 Value(a)
                                                                     rate                    amount

Government obligations (11.8%)
Govt of Algeria
   (U.S. Dollar)
<S>                                                                    <C>                <C>                         <C>
      03-04-00                                                         7.06%              $1,090,909(c)               $1,039,091
Govt of Poland
   (Polish Zloty)
      06-12-02                                                         3.44               18,900,000(c)                4,719,648
Govt of Russia
   (Russian Ruble)
      06-16-99                                                          --                 1,639,000(b,c)                 65,338
      12-15-01                                                          --                 7,793,000(b,c)                 79,872
      02-06-02                                                          --                 2,273,000(b,c)                 44,173
      05-22-02                                                          --                 2,273,000(b,c)                 41,772
      06-05-02                                                          --                 2,273,000(b,c)                 41,600
      09-18-02                                                          --                 2,273,000(b,c)                 39,688
      10-09-02                                                          --                 2,273,000(b,c)                 38,474
      01-22-03                                                          --                 2,273,000(b,c)                 36,698
      02-05-03                                                          --                 2,273,000(b,c)                 36,607
      05-21-03                                                          --                 2,273,000(b,c)                 35,121
      06-04-03                                                          --                 2,273,000(b,c)                 35,348
      09-17-03                                                          --                 2,273,000(b,c)                 34,668
      10-08-03                                                          --                 2,273,000(b,c)                 33,345
      01-21-04                                                          --                 2,273,000(b,c)                 32,847
Republic of Brazil
   (U.S. Dollar)
      04-15-14                                                         8.00               11,952,800(c,f)              7,111,916
Republic of Panama
   (U.S. Dollar)
      04-01-29                                                         9.38                5,000,000(c)                4,637,500
Resolution Funding Corp
      10-15-19                                                         8.13               38,059,000                  44,139,278
U.S. Treasury
      11-30-99                                                         5.63               14,000,000                  14,019,514
      11-15-00                                                         5.75                5,000,000                   5,006,984
      05-15-02                                                         7.50                6,170,000                   6,421,977
      06-30-02                                                         6.25               17,000,000(d)               17,173,221
      08-15-02                                                         6.38               10,900,000                  11,041,005
      03-31-03                                                         5.50                7,500,000                   7,401,691
      08-15-04                                                         7.25                8,200,000(o)                8,626,173
      11-15-05                                                         5.88               40,000,000(d)               39,516,347
      11-15-16                                                         7.50               24,750,000                  27,314,446
United Mexican States
   (U.S. Dollar)
      03-12-08                                                         8.63                4,000,000(c,d)              3,680,000
   (U.S. Dollar) Series XW
      02-17-09                                                        10.38                4,000,000(c)                4,015,000
Total                                                                                                                206,459,342

Mortgage-backed securities (17.0%)
Federal Home Loan Mtge Corp
      05-01-07                                                         9.00                3,387,614                   3,491,342
      03-01-13                                                         5.50                4,373,456                   4,085,814
      08-01-24                                                         8.00                2,861,721                   2,904,647
      01-01-25                                                         9.00                  811,200                     849,480
      07-01-28                                                         6.00                9,502,230                   8,736,160
      09-01-28                                                         6.00               28,995,081                  26,674,230
   Collateralized Mtge Obligation
      03-15-22                                                         7.00               10,455,000                  10,179,309
      07-15-22                                                         7.00               12,940,000                  12,538,731
Federal Natl Mtge Assn
      09-01-07                                                         8.50                4,009,501                   4,127,300
      06-15-09                                                         6.38               10,000,000(d)                9,632,800
      12-01-13                                                         5.50               14,913,742                  13,902,441
      01-01-14                                                         5.50               23,816,455                  22,186,457
      04-01-14                                                         5.50               14,927,032                  13,914,830
      11-01-21                                                         8.00                  308,222                     313,425
      04-01-22                                                         8.00                1,939,160                   1,970,672
      04-01-23                                                         8.50                4,005,995                   4,144,963
      06-01-24                                                         9.00                4,005,617                   4,215,912
      02-01-27                                                         7.50                8,742,395                   8,682,247
      09-01-28                                                         6.50               14,260,506                  13,494,004
      10-01-28                                                         6.00               19,813,906                  18,204,026
      11-01-28                                                         6.00                8,959,148                   8,231,217
      11-01-28                                                         6.50               19,523,583                  18,486,392
      12-01-28                                                         6.50               24,458,583                  23,136,352
      01-01-29                                                         6.50               19,437,227                  18,392,476
      02-01-29                                                         6.00                9,881,301                   9,092,385
      03-01-29                                                         6.50               24,676,641                  23,362,801
   Collateralized Mtge Obligation
      05-18-26                                                         5.00               10,000,000                   8,626,252
Govt Natl Mtge Assn
      06-20-24                                                         6.38                3,332,238(j)                3,348,899
Total                                                                                                                296,925,564

Aerospace & defense (0.2%)
Kellstrom Inds
   Cv Sub Nts
      10-15-02                                                         5.75                  730,000                     529,250
L-3 Communications
   Sr Sub Nts Series B
      05-01-07                                                        10.38                1,710,000                   1,791,225
Newport News Shipbuilding
   Sr Nts
      12-01-06                                                         8.63                1,250,000                   1,287,500
Total                                                                                                                  3,607,975

Airlines (0.3%)
AMR
      05-15-01                                                         9.50                4,500,000                   4,694,802

Automotive & related (1.4%)
Arvin Capital
   Company Guaranty
      02-01-27                                                         9.50                5,000,000                   5,057,990
Exide
   Cv Sr Sub Nts
      12-15-05                                                         2.90                1,240,000(e)                  706,093
Ford Motor Credit
      01-15-03                                                         7.50                5,000,000                   5,077,692
French (JL) Auto Casting
   Sr Sub Nts
      06-01-09                                                        11.50                3,800,000(e)                3,871,250
Lear
   Sr Nts
      05-15-09                                                         8.11                7,500,000(e)                7,198,799
Mascotech
   Cv Sub Deb
      12-15-03                                                         4.50                  385,000                     313,775
MSX Intl
   Company Guaranty
      01-15-08                                                        11.38                2,450,000                   2,388,750
Total                                                                                                                 24,614,349

Banks and savings & loans (4.6%)
Bank of Singapore
   (U.S. Dollar) Sub Nts
      08-10-09                                                         7.88               10,000,000(c,e)              9,887,690
Bank One
   Medium-term Nts Series A
      02-17-09                                                         6.00               15,000,000                  13,608,018
Cullen/Frost Capital
   Series A
      02-01-27                                                         8.42                5,000,000                   4,900,475
Dao Heng Bank
   (U.S. Dollar) Sub Nts
      01-24-07                                                         7.75                5,100,000(c,e)              4,500,750
Fleet Financial Group
   Sub Nts
      06-15-01                                                         9.90                5,000,000                   5,298,253
      12-01-01                                                         9.00                5,000,000                   5,275,481
Newcourt Credit Group
      02-16-05                                                         6.88               10,000,000(e)                9,725,320
      04-15-28                                                         8.29                5,500,000                   5,428,108
Union Planters Bank
   Sub Nts
      03-15-18                                                         6.50                5,000,000                   4,638,358
Washington Mutual Capital
   Company Guaranty
      06-01-27                                                         8.38                3,000,000                   2,972,233
Wells Fargo
      07-15-04                                                         6.63               15,000,000                  14,780,354
Total                                                                                                                 81,015,040

Building materials & construction (0.5%)
Masco
      10-01-01                                                         9.00                5,000,000                   5,253,698
Tyco Intl Group
   (U.S. Dollar) Company Guaranty
      01-15-29                                                         6.88                4,300,000(c)                3,829,961
Total                                                                                                                  9,083,659

Chemicals (1.0%)
Allied Waste North America
   Company Guaranty Series B
      01-01-09                                                         7.88                9,950,000                   9,054,500
Rohm & Haas
      07-15-29                                                         7.85                8,000,000(e)                8,110,138
Total                                                                                                                 17,164,638

Communications equipment & services (2.8%)
Caprock Communications
   Sr Nts
      05-01-09                                                        11.50                6,000,000(e)                5,955,000
Celcaribe
   Sr Nts
      03-15-04                                                        13.50                3,150,000                   2,535,750
Clearnet Communications
   Zero Coupon Sr Disc Nts
      12-15-00                                                         6.42                5,000,000(g)                4,625,000
EchoStar DBS
   Sr Nts
      02-01-09                                                         9.38                2,050,000(e)                2,050,000
Esprit Telecom Group
   (U.S. Dollar) Sr Nts
      12-15-07                                                        11.50                2,000,000(c)                2,095,000
MJD Communications
   Sr Sub Nts Series B
      05-01-08                                                         9.50                1,000,000                   1,000,000
NTL
   Zero Coupon Sr Nts
      10-01-03                                                         7.87                9,625,000(g)                6,400,625
   Zero Coupon Sr Nts Series B
      02-01-01                                                        11.48                5,000,000(g)                4,337,500
PhoneTel Technologies
   Sr Nts
      12-15-06                                                        12.00                8,500,000(b)                2,125,000
Poland Telecom
   (U.S. Dollar) Company Guaranty
      06-01-04                                                        14.00                5,000,000(b,c)              3,475,000
Price Communications Wireless
   Company Guaranty Series B
      12-15-06                                                         9.13                5,000,000                   5,075,000
Telehub Communications
   Zero Coupon Company Guaranty
      07-31-01                                                        13.88                2,500,000(g)                1,650,000
WorldCom
      04-01-07                                                         7.75                7,000,000                   7,229,469
Total                                                                                                                 48,553,344

Computers & office equipment (0.5%)
Data General
   Cv Sub Nts
      05-15-04                                                         6.00                  285,000                     282,150
PSINet
   Sr Nts Series B
      02-15-05                                                        10.00                6,005,000                   5,794,825
Silicon Graphics
   Cv Sr Nts
      09-01-04                                                         5.25                  490,000                     387,100
Solectron
   Zero Coupon Cv Sub Nts
      01-27-19                                                         4.00                  919,000(e,f)                584,714
Verio
   Sr Nts
      12-01-08                                                        11.25                2,250,000                   2,289,375
Total                                                                                                                  9,338,164

Electronics (0.9%)
Credence Systems
   Cv Sub Nts
      09-15-02                                                         5.25                  860,500                     808,750
Cymer
   Zero Coupon Cv Sub Nts
      08-06-00                                                         3.50                  860,000(g)                  836,410
Hyundai Semiconductor
   (U.S. Dollar) Sr Nts
      05-15-07                                                         8.63                8,500,000(c,e)              6,756,159
Integrated Process Equipment
   Cv Sub Nts
      09-15-04                                                         6.25                  620,000                     437,875
Kent Electronics
   Cv Sub Nts
      09-01-04                                                         4.50                  935,000                     738,650
Micron Technology
   Cv Sub Nts
      07-01-04                                                         7.00                  450,000                     569,813
NatSteel Electronics
   Cv
      06-30-04                                                         1.50                  235,000(e)                  267,313
S3
   Cv Sub Nts
      10-01-03                                                         5.75                  600,000                     529,500
STMicroelectronics
   (U.S. Dollar) Zero Coupon Cv Sub Nts
      06-10-08                                                          .50                  203,000(c,f)                257,225
Thomas & Betts
      01-15-06                                                         6.50                4,500,000                   4,336,430
Total                                                                                                                 15,538,125

Energy (2.2%)
Devon Energy
   Cv Deb
      08-15-08                                                         4.90                  526,000                     523,370
Lodestar Holdings
   Company Guaranty
      05-15-05                                                        11.50                1,500,000                   1,260,000
Occidental Petroleum
   Medium-term Nts
      06-01-00                                                        10.98                5,000,000                   5,157,685
Oryx Energy
      04-01-01                                                        10.00                5,000,000                   5,236,571
PDV America
   Sr Nts
      08-01-03                                                         7.88                7,500,000                   6,706,628
R & B Falcon
      04-15-08                                                         6.95                5,000,000                   3,827,697
Roil
   (U.S. Dollar)
      12-05-02                                                        12.78                3,724,800(c,e)              2,346,624
Union Pacific Resources
      05-15-28                                                         7.15                7,500,000                   6,574,880
USX
      03-01-08                                                         6.85                6,500,000                   6,160,092
Total                                                                                                                 37,793,547

Energy equipment & services (0.6%)
Diamond Offshore Drilling
   Cv Sub Nts
      02-15-07                                                         3.75                  385,000                     437,938
Global Marine
      09-01-07                                                         7.13               10,000,000                   9,467,881
Seacor Holdings
   Cv Sub Nts
      11-15-06                                                         5.38                  340,000                     332,775
Total                                                                                                                 10,238,594

Financial services (4.6%)
Airplanes GPA Cl D
   (U.S. Dollar) Series 1
      03-15-19                                                        10.88                2,750,000(c)                2,621,245
American General Finance
   Sr Nts
      11-01-03                                                         5.75                5,000,000                   4,775,443
Associates
      11-01-03                                                         5.75                6,700,000                   6,413,023
Beneficial
   Medium-term Nts
      02-18-13                                                         6.25               10,000,000                   9,829,603
California Infrastructure-
Southern California Edison
      03-25-02                                                         6.14                5,635,412                   5,644,766
Countrywide Home Loan
   Company Guaranty
      06-15-04                                                         6.85               12,000,000                  11,804,399
CSC Holdings
   Sr Sub Deb
      04-01-23                                                         9.88                5,000,000                   5,112,500
Ford Capital
      05-15-02                                                         9.88                5,000,000                   5,380,143
Hoechst Capital
   (European Monetary Unit) Company Guaranty
      07-29-03                                                         2.75                  600,000(c,e)                666,445
Household Finance
      04-01-00                                                         9.55                6,500,000                   6,618,151
Marlin Water Trust
   Sr Nts
      12-15-01                                                         7.09                8,095,670                   7,986,101
Ohio Savings Capital
   Company Guaranty
      06-03-27                                                         9.50                5,000,000(e)                5,158,520
Ono Finance
   (U.S. Dollar)
      05-01-09                                                        13.00                1,800,000(c,e)              1,890,098
Salomon
   Medium-term Sr Nts Series D
      10-06-99                                                         6.99                5,000,000                   5,006,643
SASCO
      02-25-28                                                         6.76                2,174,363                   2,167,600
Total                                                                                                                 81,074,680

Food (0.2%)
Daya Guna
   (U.S. Dollar) Company Guaranty
      06-01-07                                                        10.00                4,750,000(c,e)              3,372,500

Furniture & appliances (0.3%)
Interface
   Sr Sub Nts Series B
      11-15-05                                                         9.50                5,000,000                   5,012,500
Simmons
   Sr Sub Nts
      03-15-09                                                        10.25                  600,000(e)                  594,000
Total                                                                                                                  5,606,500

Health care (0.5%)
Centocor
   Cv Sub Deb
      02-15-05                                                         4.75                  205,000                     272,138
Lilly (Eli)
      01-01-36                                                         6.77               10,000,000                   9,278,668
Total                                                                                                                  9,550,806

Health care services (1.5%)
Abbey Healthcare Group
   Sr Sub Nts
      11-01-02                                                         9.50                  250,000                     246,250
Magellan Health Services
   Sr Sub Nts
      02-15-08                                                         9.00                2,500,000                   2,137,500
Novacare
   Cv Sub Deb
      01-15-00                                                         5.50                  537,000                     475,916
Omnicare
   Cv
      12-01-07                                                         5.00                1,130,000                     774,050
Service Corp Intl
      03-15-20                                                         6.30               11,000,000                  10,544,048
Sunrise Assisted Living
   Cv Sub Nts
      06-15-02                                                         5.50                  550,000                     506,000
Tenet Healthcare
   Sr Sub Nts Series B
      12-01-08                                                         8.13                9,000,000                   8,392,500
Triad Hospitals Holdings
   Sr Sub Nts
      05-15-09                                                        11.00                3,050,000(e)                3,080,500
Total                                                                                                                 26,156,764

Household products (0.4%)
Chattem
   Company Guaranty Series B
      04-01-08                                                         8.88                2,200,000                   2,112,000
Revlon Consumer Products
   Sr Nts
      02-01-06                                                         8.13                4,250,000                   3,782,500
Scotts
   Sr Sub Nts
      01-15-09                                                         8.63                  585,000(e)                  567,450
Total                                                                                                                  6,461,950

Industrial equipment & services (1.4%)
AGCO
   Sr Sub Nts
      03-15-06                                                         8.50                1,025,000                     964,781
Case
      08-01-05                                                         7.25                5,475,000                   5,296,434
Clark Equipment
      03-01-01                                                         9.75                5,000,000                   5,209,839
Laidlaw
   (U.S. Dollar)
      05-15-06                                                         7.65               10,000,000(c)                9,609,870
Terex
   Company Guaranty
      04-01-08                                                         8.88                3,800,000                   3,572,000
Total                                                                                                                 24,652,924

Insurance (3.6%)
Americo Life
   Sr Sub Nts
      06-01-05                                                         9.25                4,500,000                   4,584,375
Conseco
   Medium-term Nts Series B
      06-21-01                                                         7.60               15,000,000                  14,965,217
Executive Risk Capital
   Company Guaranty Series B
      02-01-27                                                         8.68                3,500,000                   3,515,983
Florida Windstorm
   (MBIA Insured)
      02-25-19                                                         7.13               15,000,000(e,l)             14,079,257
Nationwide CSN Trust
      02-15-25                                                         9.88               10,500,000(e)               11,355,535
New England Mutual
      02-15-24                                                         7.88                5,000,000(e)                5,134,487
SAFECO Capital
   Company Guaranty
      07-15-37                                                         8.07               10,000,000                   9,072,624
Total                                                                                                                 62,707,478

Leisure time & entertainment (4.0%)
AMC Entertainment
   Sr Sub Nts
      02-01-11                                                         9.50                5,000,000                   4,237,500
Loews Cineplex Entertainment
   Sr Sub Nts
      08-01-08                                                         8.88                4,500,000                   3,948,750
Premier Parks
   Sr Nts
      04-01-06                                                         9.25                2,150,000                   2,085,500
   Zero Coupon Sr Disc Nts
      04-01-03                                                        10.00                5,250,000(g)                3,451,875
Speedway Motorsports
   Company Guaranty Series D
      08-15-07                                                         8.50               12,000,000                  11,940,000
Time Warner
      08-15-04                                                         7.98                1,500,000                   1,543,217
      08-15-06                                                         8.11                3,000,000                   3,099,165
      08-15-07                                                         8.18                3,000,000                   3,133,070
      02-01-24                                                         7.57               20,000,000                  19,288,461
   Sr Nts
      01-15-28                                                         6.95                5,000,000                   4,449,489
Trump Holdings & Funding
   Sr Nts
      06-15-05                                                        15.50                2,500,000                   2,512,500
United Artists Theatres
   Series 1995A
      07-01-15                                                         9.30                4,668,292                   3,288,905
Vail Resorts
   Sr Sub Nts
      05-15-09                                                         8.75                7,000,000(e)                6,798,750
Total                                                                                                                 69,777,182

Media (5.9%)
AMFM
   Company Guaranty
      11-01-08                                                         8.00               10,000,000                   9,600,000
Australis Media
   (U.S. Dollar)
      11-01-00                                                        14.00                  292,984(b,c)                254,396
   (U.S. Dollar) Zero Coupon
      05-15-03                                                        15.75               10,081,770(b,c,g)                1,409
Comcast Cable Communications
      11-15-08                                                         6.20                6,100,000                   5,548,717
Cox Communications
      06-15-25                                                         7.63               10,000,000                   9,405,506
Cox Enterprises
      06-15-09                                                         7.38               10,000,000(e)                9,844,965
CSC Holdings
   Sr Nts
      07-15-09                                                         8.13                6,600,000(e)                6,435,000
   Sr Sub Debs
      05-15-16                                                        10.50               10,000,000                  10,900,000
Heritage Media
   Sr Sub Nts
      02-15-06                                                         8.75                2,000,000                   2,045,000
Interpublic Group
   Cv Sub Nts
      06-01-06                                                         1.87                  250,000(e)                  231,250
Lamar Media
   Company Guaranty
      12-01-06                                                         9.63                1,350,000                   1,377,000
MDC Communications
   (U.S. Dollar) Sr Sub Nts
      12-01-06                                                        10.50                1,700,000(c)                1,729,750
News America Holdings
      10-15-12                                                        10.13               10,000,000                  11,106,395
Rogers Cablesystems
   (Canadian Dollar)
      01-15-14                                                         6.56                2,700,000(c)                1,927,024
STC Broadcasting
   Sr Sub Nts
      03-15-07                                                        11.00                6,750,000                   6,994,688
Susquehanna Media
   Sr Sub Nts
      05-15-09                                                         8.50                3,260,000(e)                3,194,800
TCI Communications
      08-01-15                                                         8.75                5,000,000                   5,609,456
TCI Telecommunications
   Sr Nts
      02-15-28                                                         7.13                2,000,000                   1,883,174
Telewest Communication
   (British Pound) Cv
      02-19-07                                                         5.25                  320,000(c,e)                489,045
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      04-15-04                                                         9.25                4,275,000(c,e,g)            2,607,750
Time Warner Entertainment
   Sr Nts
      07-15-33                                                         8.38                2,500,000                   2,626,764
Veninfotel
   (U.S. Dollar) Cv Pay-in-kind
      03-01-02                                                        10.00                6,339,375(c,k,q)            9,509,063
Total                                                                                                                103,321,152

Metals (1.3%)
Alcan Aluminum
   (U.S. Dollar)
      01-15-22                                                         8.88                6,750,000(c)                7,171,511
Imexsa Export Trust
   (U.S. Dollar)
      05-31-03                                                        10.13                4,189,380(c,e)              3,958,964
Southern Peru Copper
   (U.S. Dollar)
      05-30-07                                                         7.90                2,000,000(c)                1,734,221
WMC Finance USA
   (U.S. Dollar)
      11-15-13                                                         7.25               10,000,000(c)                9,833,541
Total                                                                                                                 22,698,237

Miscellaneous (3.7%)
Alliance Imaging
   Sr Sub Nts
      12-15-05                                                         9.63                3,000,000                   2,940,000
Bistro Trust
   Sub Nts
      12-31-02                                                         9.50               10,000,000(e)                9,483,000
Colonial Capital
   Company Guaranty Series A
      01-15-27                                                         8.92                3,000,000                   2,781,570
Continucare
   Cv Sr Sub Nts
      10-31-02                                                         8.00                1,000,000(e)                   45,000
Delphes 2
   (U.S. Dollar)
      05-05-09                                                         7.75                3,200,000(c,e)              3,008,000
FCB/NC Capital
   Company Guaranty
      03-01-28                                                         8.05                4,625,000                   4,305,371
Great Central Mines
   (U.S. Dollar) Sr Nts
      04-01-08                                                         8.88                7,500,000(c)                6,750,000
Guangdong Enterprises
   (U.S. Dollar) Sr Nts
      05-22-07                                                         8.88                3,600,000(b,c,e)              954,000
Jorgensen (Earle M)
   Sr Nts
      04-01-05                                                         9.50                1,225,000                   1,145,375
KPNQwest
   (U.S. Dollar) Sr Nts
      06-01-09                                                         8.13               15,000,000(c,e)             14,287,499
Network Associates
   Zero Coupon Cv Sub Deb
      02-13-18                                                         3.24                2,450,000(f)                  753,375
Nextel Partners
   Zero Coupon Sr Disc Nts
      02-01-04                                                        13.60                9,600,000(e,g)              5,760,000
NSM Steel
   Company Guaranty
      02-01-06                                                        12.00                2,125,000(b,e)                573,750
      02-01-08                                                        12.25                5,300,000(b,e)                265,000
Outsourcing Solutions
   Sr Sub Nts Series B
      11-01-06                                                        11.00                1,775,000                   1,739,500
PTC Intl Finance
   (U.S. Dollar) Zero Coupon Company Guaranty
      07-01-02                                                        10.75                3,000,000(c,g)              2,178,750
Republic Technology/RTI Capital
      07-15-09                                                        13.75                3,800,000                   3,743,000
Talton Holdings
   Company Guaranty Sr Nts Series B
      06-30-07                                                        11.00                4,255,000                   3,903,963
Transamerica Energy
      06-15-02                                                        11.50                1,000,000(b)                  115,000
      06-15-02                                                        13.00                2,100,000(b)                  215,250
Total                                                                                                                 64,947,403

Multi-industry conglomerates (2.3%)
American Standard
   Company Guaranty
      06-01-09                                                         8.25                5,000,000                   4,800,000
Interim Services
   Cv Sub Nts
      06-01-05                                                         4.50                  915,000                     750,300
Metamor Worldwide
   Cv Sub Nts
      08-15-04                                                         2.94                1,090,000                     758,913
Packaged Ice
   Company Guaranty Series B
      02-01-05                                                         9.75                7,525,000                   7,167,563
Personnel Group of America
   Cv Sub Nts
      07-01-04                                                         5.75                  600,000                     478,500
Pierce Leahy
   Sr Sub Nts
      07-15-06                                                        11.13                  812,000                     881,020
Tenneco
      06-15-17                                                         7.63                6,000,000                   5,770,898
USI America Holdings
   Company Guaranty
      10-15-03                                                         7.13               10,000,000                   9,796,329
   Sr Nts Series B
      12-01-06                                                         7.25                5,000,000                   4,841,078
Westinghouse Electric
      06-01-01                                                         8.88                5,000,000                   5,125,016
Total                                                                                                                 40,369,617

Paper & packaging (2.5%)
APP Intl Finance
   (U.S. Dollar)
      10-01-05                                                        11.75                3,950,000(b,c)              2,824,250
Chesapeake
      05-01-03                                                         9.88                5,000,000                   5,479,936
Crown Cork & Seal
      04-15-23                                                         8.00                5,000,000                   4,535,608
Gaylord Container
   Sr Nts
      06-15-07                                                         9.75                2,200,000                   2,046,000
   Sr Nts Series B
      06-15-07                                                         9.38                5,000,000                   4,550,000
Graham Packaging/GPC Capital
   Company Guaranty Series B
      01-15-08                                                         8.75                2,500,000                   2,375,000
Owens-Illinois
   Sr Nts
      05-15-04                                                         7.85                5,000,000                   4,920,514
Packaging Corp of America
   Sr Sub Nts
      04-01-09                                                         9.63                3,220,000(e)                3,252,200
Repap New Brunswick
   (U.S. Dollar) Sr Nts
      04-15-05                                                        10.63                6,465,000(c)                5,624,549
Riverwood Intl
   Company Guaranty
      04-01-08                                                        10.88                3,750,000                   3,656,250
Silgan Holdings
      06-01-09                                                         9.00                4,125,000                   4,027,031
Total                                                                                                                 43,291,338

Restaurants & lodging (0.2%)
Domino's
   Company Guaranty Series B
      01-15-09                                                        10.38                3,275,000                   3,209,500
Sunterra
   Cv Sub Nts
      01-15-07                                                         5.75                1,140,000                     813,675
Total                                                                                                                  4,023,175

Retail (1.8%)
Costco Companies
   Zero Coupon Cv Sub Nts
      08-19-17                                                         3.50                  225,000(f)                  198,281
Dayton Hudson
      12-01-22                                                         8.50                3,000,000                   3,145,462
Eye Care Centers of America
   Company Guaranty
      05-01-08                                                         9.13                4,000,000                   3,455,000
Kroger
   Sr Nts
      07-15-06                                                         8.15                3,000,000                   3,112,490
SAKS
   Company Guaranty
      07-15-04                                                         7.00               10,000,000                   9,561,300
Wal-Mart CRAVE Trust
      07-17-06                                                         7.00               11,603,197(e)               11,451,892
Total                                                                                                                 30,924,425

Textiles & apparel (0.3%)
VF Corp
      05-01-01                                                         9.50                5,000,000                   5,231,795

Transportation (0.6%)
Greater Beijing First Expressways
   (U.S. Dollar) Sr Nts
      06-15-07                                                         9.50                3,950,000(c)                1,975,000
Hermes Europe RailTel
   (U.S. Dollar) Sr Nts
      01-15-09                                                        10.38                6,600,000(c)                6,600,000
Zhuhai Highway
   (U.S. Dollar) Sub Nts
      07-01-08                                                        11.50                4,140,000(c,e)              2,111,400
Total                                                                                                                 10,686,400

Utilities -- electric (6.2%)
Boston Edison
      06-01-20                                                         9.88                5,000,000                   5,289,712
Calpine
   Sr Nts
      04-15-06                                                         7.63                9,400,000                   8,836,000
Cleveland Electric Illuminating
      07-01-00                                                         7.19                5,000,000                   5,024,329
      07-01-04                                                         7.67                2,000,000                   2,020,398
   1st Mtge Series B
      05-15-05                                                         9.50               11,000,000                  11,611,431
CMS Energy
   Sr Nts
      05-15-02                                                         8.13                5,000,000                   4,992,478
Connecticut Light & Power
   1st Mtge Series C
      06-01-02                                                         7.75                5,000,000                   5,059,123
Edison Mission Energy
   Sr Nts
      06-15-09                                                         7.73                8,600,000(e)                8,595,339
Hydro-Quebec
   (U.S. Dollar) Local Govt Guaranty Series 1989HH
      12-01-29                                                         8.50               20,000,000(c)               21,912,837
Midland Cogeneration
   Series 1991-C
      07-23-02                                                        10.33                1,120,480                   1,184,908
Midland Funding
   Series 1994-C
      07-23-02                                                        10.33                  965,211                   1,020,711
   Series A
      07-23-05                                                        11.75                5,000,000                   5,531,250
Sithe Independence Funding
   Series A
      12-30-13                                                         9.00                7,500,000                   7,939,045
Texas Utilities Electric
   Medium-term Nts 1st Mtge Series B
      03-01-02                                                         9.70                6,000,000                   6,394,478
Texas-New Mexico Power
   1st Mtge Series U
      09-15-00                                                         9.25                3,500,000                   3,587,500
TXU Electric Capital
   Company Guaranty
      01-30-37                                                         8.18               10,000,000                   9,547,093
Total                                                                                                                108,546,632

Utilities -- gas (0.8%)
El Paso Energy
   Sr Nts
      07-15-01                                                         6.63                8,675,000(e)                8,661,337
      05-15-09                                                         6.75                5,500,000                   5,143,098
Total                                                                                                                 13,804,435

Utilities -- telephone (6.7%)
AT&T
      03-15-04                                                         5.63                7,000,000                   6,680,869
      03-15-09                                                         6.00                5,400,000                   5,000,443
AT&T Canada
   (U.S. Dollar) Sr Nts
      11-01-08                                                        10.63                4,000,000(c)                4,520,000
Bell Atlantic
      08-01-31                                                         9.00                7,500,000                   7,883,476
Bell Atlantic Financial Services
   Cv
      09-15-05                                                         4.25                  476,000(e)                  508,520
Bell Telephone of Pennsylvania
      03-15-33                                                         7.38               10,000,000                   9,351,254
Call-Net Enterprises
   (U.S. Dollar) Sr Nts
      08-15-08                                                         8.00                3,625,000(c)                3,190,000
COLT Telecom Group
   (European Monetary Unit)
      03-29-06                                                         2.00                  450,000(c,e)                504,594
Energis
   (U.S. Dollar)
      06-15-09                                                         9.75               10,000,000(c,e)             10,175,000
Frontier
      10-15-03                                                         6.00                7,000,000                   6,537,370
Geotek Communications
   Cv Sr Sub Nts
      02-15-01                                                        12.00                4,135,000(b)                    5,169
Intermedia Communications
   Sr Nts Series B
      11-01-07                                                         8.88                5,600,000                   4,984,000
      06-01-08                                                         8.60                3,500,000                   3,097,500
      03-01-09                                                         9.50                5,000,000                   4,687,500
   Zero Coupon Sr Disc Nts
      05-15-01                                                         8.97                1,000,000(g)                  825,000
McLeod USA
   Sr Nts
      03-15-08                                                         8.38                1,535,000                   1,431,388
      02-15-09                                                         8.13                5,000,000                   4,612,500
MetroNet Communications
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      06-15-03                                                         9.95                3,800,000(c,g)              2,907,000
Paging Network
   Sr Sub Nts
      08-01-07                                                        10.13                3,250,000                   1,917,500
Qwest Communications Intl
   Sr Nts Series B
      11-01-08                                                         7.25                1,750,000                   1,697,500
      11-01-08                                                         7.50               13,250,000                  12,865,064
RSL Communications
   (U.S. Dollar) Company Guaranty
      11-15-06                                                        12.25                6,150,000(c)                6,211,500
      11-15-09                                                         9.88                5,000,000(c)                4,375,000
U S West Capital Funding
   Company Guaranty
      07-15-28                                                         6.88                9,250,000                   8,148,550
U S WEST Communications
      11-10-26                                                         7.20                6,000,000                   5,451,770
Total                                                                                                                117,568,467

Municipal bond (0.4%)
New Jersey Economic Development
   Authority State Pension Funding
   Revenue Bond (MBIA Insured)
      02-15-29                                                         7.43                7,000,000(l)                7,007,070

Total bonds
(Cost: $1,707,871,239)                                                                                            $1,626,808,073

See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Common stocks (0.1%)
Issuer                                                                                          Shares                  Value(a)

<S>                                                                                               <C>                       <C>
BayCorp Holdings                                                                                  28(b)                     $203
Celcaribe                                                                                    512,190(b,e)              1,280,475
Intermedia Communications                                                                      2,167(b)                   56,342
Nextel Communications Cl A                                                                     6,197(b)                  358,264
Specialty Foods                                                                               15,000(b)                    3,750
Wilshire Financial Services Group                                                            617,590(b)                  791,287

Total common stocks
(Cost: $7,381,336)                                                                                                    $2,490,321

Preferred stocks & other (1.4%)

Issuer                                                                                         Shares                   Value(a)

Adelphia Communications
   5.50% Cv Series D                                                                           2,875                    $529,000
Bar Technologies
   Warrants                                                                                    4,500                      90,000
Bell Technology
   Warrants                                                                                    5,410                     595,100
CMS Energy
   8.75% Cv                                                                                   13,500(b)                  545,063
Coastal
   5.58% Cv                                                                                   23,400                     642,038
Coltec Capital
   5.25% Cv                                                                                   10,800(e)                  503,550
CVS
   6.00% Cv ACES                                                                               3,075(i)                  234,469
Dairy Mart
   Warrants                                                                                   10,000                       3,500
Dobson Communications
   13.00% Pay-in-kind                                                                          3,000(n)                2,880,000
Federal-Mogul Finance Trust
   7.00% Cm Cv                                                                                 9,400                     494,675
Georgia-Pacific Group
   7.50% Cv                                                                                    9,750(b)                  442,406
Geotek Communications
   Warrants                                                                                  250,000(m)                        --
Global TeleSystems Group
   7.25% Cm Cv                                                                                 5,600(e)                  313,600
   7.25% Cm Cv                                                                                 3,400                     190,400
Hercules Trust
   6.50% Cm Cv                                                                                   530                     487,271
Houston Inds
   7.00% Cv ACES                                                                               2,275(i)                  234,325
Intermedia Communications
   7.00% Cv Series F                                                                          36,700                     798,225
Kerr-McGee
   5.50% Cv                                                                                    7,500(b)                  274,688
KMC Telecom Holdings
   Warrants                                                                                    3,000                       7,500
Nakornthai Strip Mill
   Warrants                                                                                3,355,391                           3
Newell Financial Trust
   5.25% Cm Cv                                                                                10,000                     500,000
Nextel Communications
   13.00% Pay-in-kind Series D                                                                 4,130(n)                4,460,399
Paxson Communications
   12.50% Pay-in-kind Exchangeable                                                            45,878(b,n)              4,496,044
PLD Telekom
   Warrants                                                                                    5,000                         250
Poland Telecom
   Warrants                                                                                    5,000                         250
Price Communications
   Warrants                                                                                   23,048                   2,869,476
Republic of Argentina
   Warrants                                                                                    5,500(c)                    1,375
SkyTel Communications
   2.25% Cv                                                                                   13,500(b)                  511,313
Suiza Capital
   5.50% Cv                                                                                   23,850(e)                  775,125
Telehub Communications
   Warrants                                                                                    2,500                      75,000
Unifi Communications
   Warrants                                                                                    7,000                          70
United Mexican States
   Warrants                                                                                    9,000                     652,500
Wendys Financing
   5.00% Cm Cv Series A                                                                        8,800                     523,600

Total preferred stocks & other
(Cost: $21,688,553)                                                                                                  $24,131,215

See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (5.6%)
Issuer                                                             Annualized                Amount                   Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government agencies (4.8%)
Federal Home Loan Bank Disc Nts
<S>                                                                    <C>               <C>                         <C>
      09-17-99                                                         5.16%             $18,800,000                 $18,756,969
      10-01-99                                                         5.09               25,000,000                  24,886,402
Federal Home Loan Mtge Corp Disc Nts
      10-07-99                                                         5.21                4,200,000                   4,178,244
      10-15-99                                                         5.22               11,600,000                  11,526,559
Federal Natl Mtge Assn Disc Nts
      09-16-99                                                         5.05                6,100,000                   6,085,316
      09-17-99                                                         5.06                5,300,000                   5,285,944
      10-21-99                                                         5.24               10,400,000                  10,324,889
      11-18-99                                                         5.31                2,600,000                   2,569,247
Total                                                                                                                 83,613,570

Commercial paper (0.7%)
Ameritech Capital Funding
      09-24-99                                                         5.27                1,800,000(p)                1,793,962
Petrofina (Delaware)
      10-26-99                                                         5.20                3,300,000                   3,271,723
Salomon Smith Barney
      10-06-99                                                         5.33                3,300,000                   3,282,964
SBC Communications Capital
      10-13-99                                                         5.17                4,600,000(p)                4,570,020
Total                                                                                                                 12,918,669

Letter of credit (0.1%)
Bank of America-
AES Hawaii
      09-15-99                                                         5.26                2,200,000                   2,195,508

Total short-term securities
(Cost: $98,746,427)                                                                                                  $98,727,747

Total investments in securities
(Cost: $1,835,687,555)(r)                                                                                         $1,752,157,356


See accompanying notes to investments in securities.
</TABLE>
<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.  As of Aug. 31,
1999, the value of foreign securities represented 12.44% of net assets.

(d)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(e)  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.

(f) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(g) 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.

(h) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1999.

(i)  ACES  (Automatically  Convertible  Equity  Securities)  are  structured  as
convertible preferred securities.  Investors receive an enhanced yield but based
upon a specific formula,  potential appreciation is limited. ACES pay dividends,
have voting rights,  are noncallable for at least three years and upon maturity,
convert into shares of common stock.

(j)  Adjustable  rate mortgage;  interest rate varies to reflect  current market
conditions; rate shown is the effective rate on Aug. 31, 1999.

(k) 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, 1999, is as follows:

Security                                           Acquisition          Cost
                                                      dates
Veninfotel
 (U.S. Dollar) 10.00% Cv Pay-in-kind 2002    03-05-97 thru 09-01-99  $6,037,500

(l) The following abbreviation is used in portfolio descriptions to identify the
insurer of the issue:

MBIA -- Municipal Bond Investors Assurance

(m) Negligible market value.

(n) Pay-in-kind  securities are securities in which the issuer makes interest or
dividend payments in cash or in additional  securities.  The securities  usually
have the same terms as the original holdings.

(o) Partially  pledged as initial  deposit on the  following  open interest rate
futures contracts (see Note 7 to the financial statements):


Type of security                               Notional amount

Sale contracts
U.S. Treasury Bonds, Dec. 1999                    $40,000,000

(p) 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.

(q) Pay-in-kind  securities are securities in which the issuer has the option to
make  interest or dividend  payments in cash or in  additional  securities.  The
securities  issued  as  interest  or  dividends  usually  have the  same  terms,
including maturity date, as the pay-in-kind securities.

(r) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$1,834,191,393 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                   $29,109,796
Unrealized depreciation                                  (111,143,833)
                                                         ------------
Net unrealized depreciation                              $(82,034,037)

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- Capital Resource Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (98.3%)
Issuer                                                                                      Shares                     Value(a)

Aerospace & defense (2.4%)
<S>                                                                                        <C>                       <C>
AlliedSignal                                                                               1,000,000                 $61,250,000
Raytheon Cl B                                                                              1,050,000                  71,531,250
Total                                                                                                                132,781,250

Automotive & related (2.4%)
Delphi Automotive Systems                                                                  1,000,000                  18,750,000
Federal-Mogul                                                                                300,000                  13,687,500
General Motors                                                                               900,000                  59,512,500
Lear                                                                                       1,000,000(b)               40,187,500
Total                                                                                                                132,137,500

Banks and savings & loans (1.6%)
Bank One                                                                                     400,000                  16,050,000
First Union                                                                                  850,000                  35,275,000
State Street                                                                                 660,000                  39,517,500
Total                                                                                                                 90,842,500

Beverages & tobacco (1.6%)
Coca-Cola                                                                                  1,500,000                  89,718,750

Building materials & construction (0.8%)
Weyerhaeuser                                                                                 800,000                  45,000,000

Chemicals (0.4%)
Azurix                                                                                     1,300,000(b)               24,131,250

Communications equipment & services (2.4%)
Lucent Technologies                                                                        1,100,000                  70,468,750
Motorola                                                                                     700,000                  64,575,000
Total                                                                                                                135,043,750

Computers & office equipment (19.3%)
America Online                                                                               550,000(b)               50,221,875
BMC Software                                                                                 650,000(b)               34,978,125
Cisco Systems                                                                              1,500,000(b)              101,718,750
Computer Sciences                                                                          1,000,000(b)               69,187,500
Electronic Data Systems                                                                    1,500,000                  84,187,500
EMC                                                                                          600,000(b)               36,000,000
Equant                                                                                       396,000(b,c)             34,872,750
First Data                                                                                 1,500,000                  66,000,000
Intl Business Machines                                                                     1,250,000                 155,703,124
Microsoft                                                                                  1,500,000(b)              138,843,750
Novell                                                                                     1,500,000(b)               35,531,250
Solectron                                                                                  1,600,000(b)              125,200,000
Unisys                                                                                     3,000,000(b)              129,000,000
Yahoo!                                                                                       200,000(b)               29,500,000
Total                                                                                                              1,090,944,624

Electronics (7.4%)
Corning                                                                                      950,000                  63,175,000
Intel                                                                                      1,600,000                 131,500,000
Jabil Circuit                                                                              1,000,000(b)               44,812,500
Teradyne                                                                                     750,000(b)               51,046,875
Texas Instruments                                                                          1,500,000                 123,093,750
Total                                                                                                                413,628,125

Energy (3.4%)
Anadarko Petroleum                                                                         1,000,000                  34,000,000
Exxon                                                                                      1,200,000                  94,650,000
Texaco                                                                                     1,000,000                  63,500,000
Total                                                                                                                192,150,000

Financial services (4.0%)
Citigroup                                                                                  1,875,000                  83,320,313
MBNA                                                                                       2,500,000                  61,718,750
Morgan Stanley, Dean Witter, Discover & Co                                                   900,000                  77,231,250
Total                                                                                                                222,270,313

Health care (6.5%)
Bristol-Myers Squibb                                                                       1,000,000                  70,375,000
Guidant                                                                                      700,000                  41,081,250
Immunex                                                                                      370,000(b)               24,905,625
Medtronic                                                                                    650,000                  50,862,500
Merck & Co                                                                                   900,000                  60,468,750
Mylan Laboratories                                                                         1,250,000                  24,765,625
Pfizer                                                                                     1,200,000                  45,300,000
Warner-Lambert                                                                               700,000                  46,375,000
Total                                                                                                                364,133,750

Household products (1.7%)
Colgate-Palmolive                                                                          1,300,000                  69,550,000
Newell Rubbermaid                                                                            600,000                  24,600,000
Total                                                                                                                 94,150,000

Industrial equipment & services (4.5%)
Caterpillar                                                                                1,200,000                  67,950,000
Illinois Tool Works                                                                        1,500,000                 116,906,250
Ingersoll-Rand                                                                             1,100,000                  69,987,500
Total                                                                                                                254,843,750

Insurance (4.8%)
ACE                                                                                        2,000,000(c)               42,875,000
American Intl Group                                                                        1,125,000                 104,273,438
Lincoln Natl                                                                               1,250,000                  58,593,750
Progressive Corp                                                                             606,400                  61,852,800
Total                                                                                                                267,594,988

Leisure time & entertainment (0.7%)
Disney (Walt)                                                                                200,000                   5,550,000
Time Warner                                                                                  550,000                  32,621,875
Total                                                                                                                 38,171,875

Media (4.3%)
Clear Channel Communications                                                               1,000,000(b)               70,062,500
Comcast Special Cl A                                                                       1,500,000                  48,937,500
Infinity Broadcasting Cl A                                                                 2,700,000(b)               73,068,750
MediaOne Group                                                                               750,000(b)               49,312,500
Total                                                                                                                241,381,250

Multi-industry conglomerates (7.4%)
General Electric                                                                           1,650,000                 185,315,625
Tyco Intl                                                                                  2,300,000(c)              233,018,750
Total                                                                                                                418,334,375

Paper & packaging (2.4%)
Earthshell                                                                                   400,000(b)                1,937,500
Intl Paper                                                                                 1,550,000                  72,946,875
Willamette Inds                                                                            1,500,000                  59,437,500
Total                                                                                                                134,321,875

Restaurants & lodging (1.5%)
Wendy's Intl                                                                               3,000,000                  84,000,000

Retail (13.2%)
Amazon.com                                                                                   225,000(b,e)             27,984,375
Circuit City Stores                                                                        1,900,000                  81,700,000
Costco Wholesale                                                                             285,000(b)               21,303,750
CVS                                                                                        1,250,000                  52,109,375
Dayton Hudson                                                                              1,700,000                  98,600,000
Gap                                                                                        2,475,000                  96,834,375
Home Depot                                                                                 1,850,000                 113,081,250
Kohl's                                                                                     1,200,000(b)               85,500,000
Safeway                                                                                    1,200,000(b)               55,875,000
Wal-Mart Stores                                                                            2,500,000                 110,781,250
Total                                                                                                                743,769,375

Transportation (1.4%)
Canadian Natl Railway                                                                        500,000(c)               31,781,250
Union Pacific                                                                              1,000,000                  48,687,500
Total                                                                                                                 80,468,750

Utilities -- gas (1.1%)
Enron                                                                                      1,500,000                  62,812,500

Utilities -- telephone (3.1%)
AT&T                                                                                       1,800,000                  81,000,000
MCI WorldCom                                                                               1,200,000(b)               90,900,000
Total                                                                                                                171,900,000

Total common stocks
(Cost: $3,950,138,994)                                                                                            $5,524,530,550


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (1.7%)
Issuer                                                             Annualized                Amount                   Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government agencies (1.3%)
Federal Home Loan Bank Disc Nts
<S>                                                                    <C>               <C>                          <C>
      09-17-99                                                         5.16%             $10,000,000                  $9,977,111
      10-13-99                                                         5.18                2,500,000                   2,483,758
      10-22-99                                                         5.23                5,500,000                   5,458,259
Federal Home Loan Mtge Corp Disc Nts
      09-09-99                                                         5.06                  600,000                     599,192
      09-20-99                                                         5.05                7,600,000                   7,579,864
      10-01-99                                                         5.07               25,096,000                  24,978,128
      10-14-99                                                         5.24                6,500,000                   6,459,550
Federal Natl Mtge Assn Disc Nts
      10-12-99                                                         5.17                6,200,000                   6,160,761
      10-21-99                                                         5.24               10,000,000                   9,927,778
      11-18-99                                                         5.31                2,300,000                   2,272,795
Total                                                                                                                 75,897,196

Commercial Paper (0.4%)
CAFCO
      10-22-99                                                         5.37                5,000,000(d)                4,962,246
Delaware Funding
      09-24-99                                                         5.31                5,000,000(d)                4,983,069
Ford Motor Credit
      09-03-99                                                         5.33                5,000,000                   4,998,519
      10-18-99                                                         5.30                3,800,000                   3,773,905
Heinz (HJ)
      09-29-99                                                         5.23                3,000,000                   2,987,867
Total                                                                                                                 21,705,606

Total short-term securities
(Cost: $97,622,453)                                                                                                  $97,602,802

Total investments in securities
(Cost: $4,047,761,447)(f)                                                                                         $5,622,133,352


See accompanying notes to investments in securities.
</TABLE>
<PAGE>

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. As of Aug. 31, 1999, the
value of foreign securities represented 6.09% of net assets.

(d) 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.

(e)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(f) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$4,048,615,527 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                           $1,674,334,912
Unrealized depreciation                             (100,817,087)
                                                    ------------
Net unrealized appreciation                       $1,573,517,825

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- Cash Management Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

U.S. government agencies (2.2%)
Issuer                                                            Annualized                Amount                     Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

Federal Home Loan Mtge Corp Disc Nt
<S>                                                                    <C>                <C>                         <C>
      10-07-99                                                         5.21%              $7,500,000                  $7,461,150
Federal Natl Mtge Disc Nt
      11-18-99                                                         5.31                7,700,000                   7,612,413

Total U.S. government agencies
(Cost: $15,073,563)                                                                                                  $15,073,563

Certificates of deposit (1.0%)
Dresdner U.S. Finance
      01-19-00                                                         5.04                2,000,000                   2,000,000
Westdeutsche Landesbank Yankee
      09-29-99                                                         5.32                5,000,000                   5,000,000

Total certificates of deposit
(Cost: $7,000,000)                                                                                                    $7,000,000

Commercial paper (91.2%)

Automotive & related (2.9%)
Daimler/Chrysler
      09-23-99                                                         5.25                6,100,000                   6,080,541
      10-05-99                                                         5.18                4,200,000                   4,179,651
      10-18-99                                                         5.23                5,000,000                   4,966,317
Ford Motor Credit
      09-03-99                                                         5.33                5,000,000                   4,998,520
Total                                                                                                                 20,225,029

Banks and savings & loans (13.2%)
ABN Amro
      10-04-99                                                         5.23                5,000,000                   4,976,212
      10-15-99                                                         4.92                3,000,000                   2,982,400
ANZ (Delaware)
      09-13-99                                                         4.89                4,000,000                   3,993,600
      10-06-99                                                         5.22                2,900,000                   2,885,452
      10-07-99                                                         4.93                5,000,000                   4,975,950
      10-12-99                                                         4.91                5,200,000                   5,171,573
Deutsche Bank Financial
      09-08-99                                                         5.00                6,000,000                   5,994,237
      09-17-99                                                         5.23                2,000,000                   1,995,369
      10-18-99                                                         5.21                6,300,000                   6,257,724
      10-25-99                                                         5.22                5,000,000                   4,961,337
      10-28-99                                                         5.22                5,000,000                   4,959,150
Dresdner US Finance
      09-02-99                                                         5.02                5,000,000                   4,999,310
      11-29-99                                                         5.28                5,000,000                   4,935,846
First Union
      05-19-00                                                         5.35                1,000,000                   1,000,000
First Union Natl Bank
      11-18-99                                                         5.50                2,000,000(c)                2,000,000
Morgan Guaranty
      11-29-99                                                         5.23                5,000,000(c)                5,000,000
NBD Bank Canada
      09-08-99                                                         5.16               11,400,000                  11,388,650
      09-28-99                                                         5.25                3,400,000                   3,386,689
      10-05-99                                                         5.23                7,200,000                   7,164,708
Westpac Capital
      10-19-99                                                         4.91                2,100,000                   2,086,560
Total                                                                                                                 91,114,767

Broker dealers (6.1%)
Bear Stearns
      10-04-99                                                         5.23                2,000,000                   1,990,522
      10-19-99                                                         5.23                5,000,000                   4,965,600
      10-28-99                                                         4.95                2,800,000                   2,778,587
      11-19-99                                                         4.99                1,000,000                     989,357
      11-22-99                                                         4.98                2,000,000                   1,977,951
      01-20-00                                                         5.96                2,000,000                   1,954,332
      01-28-00                                                         5.85                1,000,000                     976,408
      04-13-00                                                         5.70                2,000,000                   1,931,625
      04-21-00                                                         5.77                1,000,000                     964,144
Goldman Sachs Group
      10-13-99                                                         4.91                3,300,000                   3,281,520
      10-14-99                                                         4.92                3,500,000                   3,479,933
      10-25-99                                                         5.24                5,000,000                   4,961,300
      10-27-99                                                         4.94                5,000,000                   4,962,511
      10-29-99                                                         5.24                3,000,000                   2,975,060
      11-23-99                                                         5.28                3,000,000                   2,964,033
      01-07-00                                                         5.36                1,000,000(c)                1,000,000
Total                                                                                                                 42,152,883

Commercial finance (14.8%)
CAFCO
      09-09-99                                                         4.95                5,000,000(b)                4,994,578
      10-19-99                                                         5.37                6,400,000(b)                6,354,517
      10-21-99                                                         5.38                5,000,000(b)                4,962,986
      10-22-99                                                         5.23                2,000,000(b)                1,985,352
      10-22-99                                                         5.37                5,000,000(b)                4,962,246
      11-01-99                                                         5.29                5,000,000(b)                4,955,690
Ciesco LP
      10-18-99                                                         5.20                4,000,000                   3,973,158
Falcon Asset
      09-09-99                                                         5.19                2,000,000(b)                1,997,707
      09-20-99                                                         4.90                2,000,000(b)                1,994,923
      10-20-99                                                         5.24                5,000,000(b)                4,964,815
      11-02-99                                                         5.43                2,000,000(b)                1,981,469
      11-08-99                                                         5.28                2,000,000(b)                1,980,356
      11-10-99                                                         5.43                5,000,000(b)                4,947,694
Preferred Receivables
      09-16-99                                                         5.16                4,100,000(b)                4,091,236
      10-01-99                                                         5.24                2,500,000(b)                2,489,167
      10-12-99                                                         5.37                2,200,000(b)                2,186,645
      10-13-99                                                         5.33                5,000,000(b)                4,969,200
      10-29-99                                                         5.40                5,000,000(b)                4,956,903
      11-03-99                                                         5.43                5,000,000(b)                4,952,925
      11-10-99                                                         5.44                5,000,000(b)                4,947,694
Variable Funding Capital
      09-13-99                                                         5.19                5,600,000(b)                5,590,349
      09-21-99                                                         5.17                4,500,000(b)                4,487,200
      10-13-99                                                         5.20                5,000,000(b)                4,970,017
      10-13-99                                                         5.36                8,600,000(b)                8,546,522
Total                                                                                                                102,243,349

Communications equipment & services (1.0%)
BellSouth Capital Funding
      09-22-99                                                         5.19                7,100,000(b)                7,078,629

Energy (2.5%)
Chevron Transport
      09-17-99                                                         4.89                3,500,000(b)                3,492,518
Petrofina (Delaware)
      10-15-99                                                         5.34                6,100,000                   6,060,486
      11-09-99                                                         5.40                7,700,000                   7,621,337
Total                                                                                                                 17,174,341

Financial services (25.0%)
Associates First Capital
      10-20-99                                                         5.25                5,000,000                   4,964,747
      10-21-99                                                         5.24                4,500,000                   4,467,687
Barclays U.S. Funding
      09-09-99                                                         5.17                5,000,000                   4,994,300
      10-20-99                                                         5.32                5,000,000                   4,964,101
BMW US Capital
      09-22-99                                                         5.20                5,000,000                   4,984,921
      10-08-99                                                         5.19                6,300,000                   6,266,783
      10-29-99                                                         5.21               10,500,000                  10,412,878
Corporate Receivables
      09-08-99                                                         5.17                5,000,000(b)                4,995,013
      09-23-99                                                         5.17                5,000,000(b)                4,984,356
      10-26-99                                                         5.23                3,300,000(b)                3,273,985
      10-27-99                                                         5.22                4,000,000(b)                3,967,956
      11-05-99                                                         5.36                2,200,000(b)                2,178,947
Delaware Funding
      09-30-99                                                         5.30                2,000,000(b)                1,991,574
      10-22-99                                                         5.31                5,000,000(b)                4,962,813
      11-09-99                                                         5.39                4,800,000(b)                4,751,056
GMAC
      10-07-99                                                         5.24                5,000,000                   4,974,000
      10-12-99                                                         5.19                5,000,000                   4,970,788
      10-14-99                                                         5.29                5,900,000                   5,863,073
Household Finance
      09-01-99                                                         5.60                2,000,000                   2,000,000
      09-20-99                                                         5.25                5,100,000                   5,085,923
Intl Lease Finance
      09-10-99                                                         4.90                2,000,000                   1,997,600
Intl Securitization
      09-02-99                                                         5.15                3,500,000(b)                3,499,501
      09-02-99                                                         5.18                5,000,000(b)                4,999,283
Merrill Lynch
      10-21-99                                                         5.30                1,000,000(c)                1,000,000
      01-28-00                                                         5.17                3,000,000(c)                3,000,000
Salomon Smith Barney
      10-26-99                                                         5.23                5,000,000                   4,960,583
Sheffield Receivables
      09-01-99                                                         5.15                5,000,000(b)                5,000,000
      09-14-99                                                         5.21                3,300,000(b)                3,293,839
      09-17-99                                                         5.18                5,000,000(b)                4,988,578
      09-23-99                                                         5.19                3,000,000(b)                2,990,558
      10-15-99                                                         5.23                8,700,000(b)                8,645,025
      10-29-99                                                         5.42                2,000,000(b)                1,982,664
Windmill Funding
      09-15-99                                                         5.18                6,700,000(b)                6,686,607
      09-15-99                                                         5.19                6,400,000(b)                6,387,132
      09-23-99                                                         5.24                5,000,000(b)                4,984,081
      09-27-99                                                         4.90                3,000,000(b)                2,989,730
      10-01-99                                                         5.25                5,000,000(b)                4,978,292
      10-04-99                                                         5.32                5,000,000(b)                4,975,754
Total                                                                                                                172,414,128

Food (1.4%)
Cargill Financial Markets
      01-25-00                                                         5.75                1,000,000(b)                  977,289
Cargill Global
      09-01-99                                                         5.57                2,000,000(b)                2,000,000
      03-10-00                                                         5.49                1,000,000(b)                  971,987
Heinz (HJ)
      09-29-99                                                         5.23                5,400,000                   5,378,160
Total                                                                                                                  9,327,436

Health care (2.9%)
Glaxo Wellcome
      09-07-99                                                         5.00                5,000,000(b)                4,995,883
      09-10-99                                                         5.05                5,200,000(b)                5,193,513
      10-04-99                                                         5.22               10,000,000(b)                9,952,517
Total                                                                                                                 20,141,913

Insurance (1.5%)
American General
      10-06-99                                                         5.23                7,500,000                   7,462,156
American General Finance
      09-30-99                                                         5.27                3,000,000                   2,987,337
Total                                                                                                                 10,449,493

Metals (0.6%)
Alcoa
      10-05-99                                                         5.34                4,100,000                   4,079,400

Miscellaneous (11.3%)
CXC
      09-01-99                                                         5.16                5,000,000(b)                5,000,000
      10-12-99                                                         5.23                5,000,000(b)                4,970,560
      10-14-99                                                         5.36               10,000,000(b)                9,936,337
      10-20-99                                                         5.21                3,000,000(b)                2,978,971
      10-21-99                                                         5.22                3,300,000(b)                3,276,350
Fleet Funding
      09-16-99                                                         5.16                4,500,000(b)                4,490,400
      10-06-99                                                         5.33                6,000,000(b)                5,969,083
      10-06-99                                                         5.35                5,000,000(b)                4,974,139
      10-12-99                                                         5.36                5,000,000(b)                4,969,706
      10-14-99                                                         5.32                5,900,000(b)                5,862,861
Thames Asset Global
      09-07-99                                                         5.20                4,000,000(b)                3,996,547
      09-15-99                                                         5.32                5,000,000(b)                4,989,694
      10-14-99                                                         5.25                5,000,000(b)                4,969,004
      10-15-99                                                         4.92                4,000,000(b)                3,976,484
      11-01-99                                                         5.41                2,000,000(b)                1,981,869
      11-01-99                                                         5.46                5,600,000(b)                5,548,760
Total                                                                                                                 77,890,765

Multi-industry conglomerates (2.7%)
General Electric Capital Intl
      09-03-99                                                         5.19                5,000,000(b)                4,998,564
      09-22-99                                                         5.26                5,000,000(b)                4,984,717
      09-29-99                                                         5.27                5,000,000(b)                4,979,622
      10-04-99                                                         5.23                3,500,000                   3,483,381
Total                                                                                                                 18,446,284

Utilities -- electric (3.8%)
Natl Rural Utilities
      09-10-99                                                         5.00                3,700,000                   3,695,440
      10-26-99                                                         5.21                7,100,000                   7,044,137
      10-27-99                                                         5.21                3,300,000                   3,273,563
UBS Finance (Delaware)
      10-08-99                                                         4.92                1,000,000                     995,108
      10-12-99                                                         4.95                1,000,000                     994,545
      11-12-99                                                         4.92                5,000,000                   4,952,200
      12-13-99                                                         5.07                5,000,000                   4,929,330
Total                                                                                                                 25,884,323

Utilities -- telephone (1.5%)
Ameritech Capital Funding
      09-24-99                                                         5.27                4,800,000(b)                4,783,900
SBC Communications Capital
      10-07-99                                                         5.18                5,500,000(b)                5,471,840
Total                                                                                                                 10,255,740

Total commercial paper
(Cost: $628,878,480)                                                                                                $628,878,480

Letters of credit (5.6%)
ABN Amro-
Louis Dreyfus
      09-07-99                                                         5.20                5,000,000                   4,995,683
      09-10-99                                                         5.26                5,000,000                   4,993,450
      09-17-99                                                         5.31                3,600,000                   3,591,520
Bank of America-
AES Hawaii
      09-24-99                                                         5.18                3,100,000                   3,089,840
Dresdner US Finance-
ContiFinancial
      09-10-99                                                         5.24                5,000,000                   4,993,475
Toronto Dominion Bank-
Presbyterian Healthcare Services
      10-20-99                                                         5.33                5,000,000                   4,964,067
Union Bank Switzerland-
River Fuel Trust
      09-03-99                                                         5.19                8,000,000(b)                7,997,702
      09-28-99                                                         5.31                4,000,000(b)                3,984,160

Total letters of credit
(Cost: $38,609,897)                                                                                                  $38,609,897

Total investments in securities
(Cost: $689,561,940)(d)                                                                                             $689,561,940



See accompanying notes to investments in securities.
</TABLE>
<PAGE>

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 either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1999.

(d) Also  represents  the cost of securities  for federal income tax purposes at
Aug. 31, 1999.

<PAGE>
<TABLE>
<CAPTION>


Investments in Securities
AXP VP -- Extra Income Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Bonds (82.7%)
Issuer                                                              Coupon                 Principal                  Value(a)
                                                                     rate                    amount

Aerospace & defense (1.7%)
Compass Aerospace
   Sr Sub Nts
<S>                                                                   <C>                 <C>                         <C>
      04-15-05                                                        10.13%              $1,720,000(d)               $1,539,400
Fairchild
   Company Guaranty
      04-15-09                                                        10.75                2,700,000(d)                2,484,000
L-3 Communications
   Sr Sub Nts Series B
      05-01-07                                                        10.38                1,060,000                   1,110,350
Sequa
      10-15-99                                                         9.63                2,500,000                   2,509,375
      08-01-09                                                         9.00                3,500,000                   3,447,500
Total                                                                                                                 11,090,625

Automotive & related (2.5%)
EV Intl
   Company Guaranty Series A
      03-15-07                                                        11.00                2,500,000                   1,893,750
French (JL) Auto Casting
   Sr Sub Nts
      06-01-09                                                        11.50                2,300,000(d)                2,343,125
Hayes Lemmerz Intl
   Company Guaranty Series B
      07-15-07                                                         9.13                2,000,000                   1,985,000
Lear
   Sr Nts
      05-15-09                                                         8.11                2,000,000                   1,919,680
MSX Intl
   Company Guaranty
      01-15-08                                                        11.38                1,725,000                   1,681,875
Oxford Automotive
   Company Guaranty Series D
      06-15-07                                                        10.13                4,250,000                   4,207,500
Penda
   Sr Nts Series B
      03-01-04                                                        10.75                1,200,000                   1,179,000
Venture Holdings Trust
   Sr Nts Series B
      07-01-05                                                         9.50                1,000,000                     957,500
Total                                                                                                                 16,167,430

Banks and savings & loans (0.1%)
CEI Citicorp Holdings
   (Argentine Peso)
      02-14-07                                                        11.25                  500,000(c,d)                357,500

Beverages & tobacco (0.4%)
Canandaigua Brands
   Company Guaranty
      03-01-09                                                         8.50                2,500,000                   2,368,750

Building materials & construction (0.4%)
Formica
   Sr Sub Nts
      03-01-09                                                        10.88                2,875,000(d)                2,706,094

Chemicals (1.3%)
Allied Waste
   Sr Sub Nts
      08-01-09                                                        10.00                  750,000(d)                  727,500
Allied Waste North America
   Company Guaranty Series B
      01-01-06                                                         7.63                  750,000                     688,125
      01-01-09                                                         7.88                3,325,000                   3,025,750
Lyondell Chemical
   Series B
      05-01-07                                                         9.88                1,500,000                   1,500,000
   Sr Sub Nts
      05-01-09                                                        10.88                1,300,000                   1,316,250
Sterling Chemicals
      07-15-06                                                        12.38                1,000,000(d)                1,000,000
Total                                                                                                                  8,257,625

Commercial finance (0.4%)
Advance Holding
   Zero Coupon Series B
      04-15-03                                                        12.88                1,900,000(g)                1,064,000
Netia Holdings
   (U.S. Dollar) Company Guaranty Series B
      11-01-07                                                        10.25                2,000,000(c)                1,752,500
Total                                                                                                                  2,816,500

Communications equipment & services (11.3%)
21st Century Telecom Group
   Zero Coupon Sr Disc Nts
      02-15-03                                                        12.25                1,500,000(g)                  675,000
Bestel
   (U.S. Dollar) Zero Coupon
      05-15-01                                                        12.75                1,850,000(c,g)              1,202,500
Birch Telecom
   Sr Nts
      06-15-08                                                        14.00                2,000,000                   2,022,500
Caprock Communications
   Sr Nts Series B
      07-15-08                                                        12.00                3,000,000                   3,000,000
Covad Communications Group
   Sr Nts
      02-15-09                                                        12.50                2,000,000                   1,940,000
Crown Castle Intl
   Zero Coupon Sr Disc Nts
      08-01-04                                                        11.30                1,250,000(d,g)                703,125
Dobson/Sygnet Communications
   Sr Nts
      12-15-08                                                        12.25                3,000,000                   3,150,000
EchoStar DBS
   Sr Nts
      02-01-09                                                         9.38                7,200,000(d)                7,199,999
Esprit Telecom Group
   (U.S. Dollar) Sr Nts
      12-15-07                                                        11.50                3,850,000(c)                4,032,875
      06-15-08                                                        10.88                2,000,000(c)                2,040,000
GST Equipment Funding
   Sr Nts
      05-01-07                                                        13.25                  750,000                     819,375
GST Telecom/GST Network Funding
   Zero Coupon Sr Disc Nts
      05-01-03                                                        10.50                3,000,000(d,g)              1,710,000
GST Telecommunications
   Sr Sub Nts
      11-15-07                                                        12.75                  750,000                     817,500
Jordan Telecommunications Products
   Sr Nts Series B
      08-01-07                                                         9.88                4,700,000                   4,535,500
   Zero Coupon Sr Disc Nts Series B
      08-01-00                                                         9.19                3,250,000(g)                2,758,438
KMC Telecom Holdings
   Sr Nts
      05-15-09                                                        13.50                2,000,000(d)                1,960,000
   Zero Coupon Sr Disc Nts
      02-15-03                                                        12.68                1,500,000(g)                  795,000
MJD Communications
   Sr Sub Nts Series B
      05-01-08                                                         9.50                  600,000                     600,000
NTL
   Sr Nts Series B
      02-15-07                                                        10.00                2,000,000                   2,025,000
   Zero Coupon Sr Nts Series B
      02-01-01                                                         8.94                5,000,000(g)                4,337,500
PhoneTel Technologies
   Sr Nts
      12-15-06                                                        12.00                2,130,000(b)                  532,500
Poland Telecom
   (U.S. Dollar) Company Guaranty
      06-01-04                                                        14.00                  100,000(b,c)                 69,500
Price Communications Wireless
   Company Guaranty Series B
      12-15-06                                                         9.13                4,700,000                   4,770,500
RCN
   Zero Coupon Sr Disc Nts Series B
      02-15-03                                                         9.80                  700,000(g)                  435,750
Rhythms Net Connections
   Sr Nts
      04-15-09                                                        12.75                1,750,000(d)                1,614,375
Satelites Mexicanos
   (U.S. Dollar) Sr Nts Series B
      11-01-04                                                        10.13                2,000,000(c)                1,560,000
Spectrasite Holdings
   Zero Coupon Sr Disc Nts
      04-15-04                                                        11.25                2,975,000(d,g)              1,532,125
Tele1 Europe
   (U.S. Dollar)
      05-15-09                                                        13.00                1,000,000(c,d)              1,060,000
Telehub Communications
   Zero Coupon Company Guaranty
      07-31-01                                                        13.88                3,000,000(g)                1,980,000
Triton Communications
   Zero Coupon Company Guaranty
      05-01-03                                                        10.86                4,000,000(g)                2,740,000
Unisite
   Zero Coupon Sub Nts
      12-15-00                                                        13.00                1,000,000(e,g)              1,224,300
Versatel Telecom
   (U.S. Dollar) Sr Nts
      05-15-08                                                        13.25                1,200,000(c)                1,200,000
      05-15-08                                                        13.25                1,400,000(c)                1,400,000
Vialog
   Company Guaranty
      11-15-01                                                        12.75                3,720,000                   3,008,550
Worldwide Fiber
   Sr Nts
      08-01-09                                                        12.00                2,500,000(d)                2,506,250
Total                                                                                                                 71,958,162

Computers & office equipment (1.9%)
Concentric Network
   Sr Nts
      12-15-07                                                        12.75                  600,000                     604,500
Cooperative Computing
   Sr Sub Nts
      02-01-08                                                         9.00                3,250,000                   2,839,687
Decisionone Holdings
   Zero Coupon
      08-01-02                                                         9.88                1,425,000(b,g)                  3,563
Globix
   Sr Nts
      05-01-05                                                        13.00                2,050,000                   1,845,000
PSINet
   Sr Nts
      11-01-08                                                        11.50                1,500,000                   1,522,500
   Sr Nts Series B
      02-15-05                                                        10.00                2,450,000                   2,364,250
Verio
   Sr Nts
      04-01-05                                                        10.38                  500,000                     497,500
      12-01-08                                                        11.25                2,250,000                   2,289,375
Total                                                                                                                 11,966,375

Electronics (0.5%)
Hyundai Semiconductor
   (U.S. Dollar) Sr Nts
      05-15-07                                                         8.63                1,350,000(c,d)              1,073,037
Metromedia Fiber Network
   Sr Nts Series B
      11-15-08                                                        10.00                2,250,000                   2,227,500
Total                                                                                                                  3,300,537

Energy (3.8%)
Belco Oil & Gas
   Sr Sub Nts Series B
      09-15-07                                                         8.88                2,000,000                   1,920,000
Canadian Forest Oil
   (U.S. Dollar) Company Guaranty
      09-15-07                                                         8.75                2,500,000(c)                2,406,250
Clark R&M
   Sr Sub Nts
      11-15-07                                                         8.88                1,400,000                   1,162,000
Energy Corp of America
   Sr Sub Nts Series A
      05-15-07                                                         9.50                1,500,000                   1,378,125
HS Resources
   Sr Sub Nts
      12-01-03                                                         9.88                1,400,000                   1,400,000
   Sr Sub Nts Series B
      11-15-06                                                         9.25                2,000,000                   1,980,000
Hurricane Hydrocarbons
   (U.S. Dollar) Sr Nts
      11-01-04                                                        11.75                2,250,000(b,c,d)              450,000
Lodestar Holdings
   Company Guaranty
      05-15-05                                                        11.50                4,650,000                   3,906,000
Michael Petroleum
   Sr Nts Series B
      04-01-05                                                        11.50                  500,000(b)                  240,000
Nuevo Energy
   Sr Sub Nts
      06-01-08                                                         9.50                2,000,000                   2,000,000
Ocean Energy
   Company Guaranty Series B
      07-01-08                                                         8.38                2,250,000                   2,188,125
Rayovac
   Sr Sub Nts Series B
      11-01-06                                                        10.25                2,412,000                   2,617,020
Roil
   (U.S. Dollar)
      12-05-02                                                        12.78                1,241,600(c,d)                782,208
Tesoro Petroleum
   Company Guaranty Series B
      07-01-08                                                         9.00                2,150,000                   2,133,875
Total                                                                                                                 24,563,603

Energy equipment & services (0.9%)
Dailey Intl
   Company Guaranty Series B
      02-15-08                                                         9.50                1,000,000                     646,250
DI Inds
   Sr Nts
      07-01-07                                                         8.88                1,000,000                     895,000
Grey Wolf
   Company Guaranty Series C
      07-01-07                                                         8.88                  250,000                     223,750
Northern Offshore
   (U.S. Dollar) Company Guaranty Series B
      05-15-05                                                        10.00                3,400,000(c)                2,074,000
Plains Resources
   Company Guaranty Series D
      03-15-06                                                        10.25                1,000,000                   1,005,000
Seven Seas Petroleum
   Sr Nts Series B
      05-15-05                                                        12.50                2,000,000                     940,000
Total                                                                                                                  5,784,000

Financial services (2.0%)
AOA Holdings LLC
   Sr Nts
      06-01-06                                                        10.38                2,500,000(d)                2,493,750
Arcadia Financial
   Sr Nts
      03-15-07                                                        11.50                4,830,000                   4,179,225
Gemini Inds
      12-23-01                                                        13.50                1,500,000(b,e)              1,200,000
Ono Finance
   (U.S. Dollar)
      05-01-09                                                        13.00                1,100,000(c,d)              1,155,060
RBF Finance
   Company Guaranty
      03-15-09                                                        11.38                2,060,000                   2,183,600
Tjiwi Kimia Finance Mauritius
   (U.S. Dollar) Company Guaranty
      08-01-04                                                        10.00                3,000,000(b,c)              1,860,000
Total                                                                                                                 13,071,635

Food (1.0%)
Ameriserve Food Distributions
   Company Guaranty
      07-15-07                                                        10.13                1,975,000                   1,471,375
Aurora Foods
   Sr Sub Nts Series D
      02-15-07                                                         9.88                2,000,000                   2,020,000
Chiquita Brands Intl
   Sr Nts
      01-15-04                                                         9.63                  400,000                     395,000
Daya Guna
   (U.S. Dollar) Company Guaranty
      06-01-07                                                        10.00                1,250,000(c,d)                887,500
RAB Enterprises
   Company Guaranty
      05-01-05                                                        10.50                2,400,000                   1,656,000
Total                                                                                                                  6,429,875

Health care (1.0%)
Alaris Medical
   Zero Coupon Sr Disc Nts
      08-01-03                                                        11.12                4,000,000(g)                2,120,000
Alaris Medical Systems
   Company Guaranty
      12-01-06                                                         9.75                4,225,000                   4,013,750
Total                                                                                                                  6,133,750

Health care services (3.3%)
Abbey Healthcare Group
   Sr Sub Nts
      11-01-02                                                         9.50                5,750,000                   5,663,750
Fountain View
   Company Guaranty Series B
      04-15-08                                                        11.25                  950,000                     779,000
Genesis Health Ventures
   Sr Sub Nts
      10-01-06                                                         9.25                1,700,000                   1,037,000
Hanger Orthopedic Group
   Sr Sub Nts
      06-15-09                                                        11.25                1,700,000(d)                1,717,000
Magellan Health Services
   Sr Sub Nts
      02-15-08                                                         9.00                2,000,000                   1,710,000
Oxford Health Plans
   Sr Nts
      05-15-05                                                        11.00                2,275,000(d)                2,275,000
Paracelsus Healthcare
   Sr Sub Nts
      08-15-06                                                        10.00                2,750,000                   2,158,750
Physician Sales & Service
   Company Guaranty
      10-01-07                                                         8.50                2,250,000                   2,272,500
Tenet Healthcare
   Sr Sub Nts Series B
      12-01-08                                                         8.13                2,950,000                   2,750,875
Triad Hospitals Holdings
   Sr Sub Nts
      05-15-09                                                        11.00                  900,000(d)                  909,000
Total                                                                                                                 21,272,875

Household products (0.4%)
Revlon Worldwide
   Zero Coupon Sr Disc Nts Series B
      03-15-01                                                        10.59                1,000,000(f)                  595,000
Scotts
   Sr Sub Nts
      01-15-09                                                         8.63                2,050,000(d)                1,988,500
Total                                                                                                                  2,583,500

Industrial equipment & services (2.1%)
Blount
   Company Guaranty
      06-15-05                                                         7.00                2,600,000                   2,177,500
Fairfield Mfg
   Sr Sub Nts
      10-15-08                                                         9.63                2,000,000(d)                1,990,000
Grove Holdings/Capital
   Zero Coupon
      05-01-03                                                        11.63                1,000,000(g)                  250,000
Grove Inds
      05-01-10                                                        14.50                  778,682                     272,539
Motor & Gears
   Sr Nts Series D
      11-15-06                                                        10.75                5,250,000                   5,184,375
Park-Ohio Inds
   Sr Sub Nts
      12-01-07                                                         9.25                2,500,000                   2,400,000
Thermadyne Holdings
   Zero Coupon
      06-01-03                                                        12.50                3,000,000(g)                1,372,500
Total                                                                                                                 13,646,914

Insurance (0.3%)
Americo Life
   Sr Sub Nts
      06-01-05                                                         9.25                2,000,000                   2,037,500

Leisure time & entertainment (5.8%)
Coast Hotels & Casino
   Company Guaranty
      04-01-09                                                         9.50                1,570,000                   1,503,275
Hammons (JQ) Hotels
   1st Mtge
      02-15-04                                                         8.88                1,500,000                   1,389,375
HMH Properties
   Sr Nts Series C
      12-01-08                                                         8.45                1,250,000                   1,171,875
Hollywood Casino Shreveport
   1st Mtge
      08-01-06                                                        13.00                1,500,000(d)                1,537,500
Hollywood Park
   Company Guaranty Series B
      02-15-07                                                         9.25                2,000,000                   1,960,000
Horseshoe Gaming Holdings
   Sr Sub Nts
      05-15-09                                                         8.63                2,750,000(d)                2,660,625
Icon Health & Fitness
   Sr Sub Nts Series B
      07-15-02                                                        13.00                1,000,000(b)                  730,000
Intl Game Technology
   Sr Nts
      05-15-09                                                         8.38                2,500,000(d)                2,412,500
Isle of Capri Casinos/Capital
   1st Mtge Series B
      08-31-04                                                        13.00                2,750,000                   3,038,750
Lodgenet Entertainment
   Sr Nts
      12-15-06                                                        10.25                2,000,000                   2,030,000
Premier Cruises
   Sr Nts
      03-15-08                                                        11.00                2,000,000(b,d,k)                   --
Premier Parks
   Sr Nts
      04-01-06                                                         9.25                  800,000                     776,000
      06-15-07                                                         9.75                2,300,000                   2,300,000
Regal Cinemas
   Sr Sub Nts
      06-01-08                                                         9.50                3,750,000                   2,625,000
      12-15-10                                                         8.88                  500,000                     330,000
Trump Atlantic City Assn/Funding
   1st Mtge Company Guaranty
      05-01-06                                                        11.25                7,550,000                   6,493,000
Trump Holdings & Funding
   Sr Nts
      06-15-05                                                        15.50                1,200,000                   1,206,000
United Artists Theatres
   Series 1995A
      07-01-15                                                         9.30                1,633,909                   1,151,122
   Sr Sub Nts Series B
      04-15-08                                                         9.75                2,000,000                     680,000
Venetian Casino/LV Sands
   Company Guaranty
      11-15-04                                                        12.25                3,025,000                   2,737,625
      11-15-05                                                        10.00                  600,000                     510,000
Total                                                                                                                 37,242,647

Media (9.5%)
Adelphia Communications
   Sr Nts Series B
      02-01-08                                                         8.38                3,500,000                   3,272,500
   Zero Coupon Sr Nts Pay-in-kind Series B
      02-15-04                                                         9.50                   60,991(f,i)                 60,076
AMFM
   Company Guaranty
      11-01-08                                                         8.00                8,600,000                   8,255,999
Australis Holdings
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      11-01-00                                                        12.80                2,260,000(b,c,g)               22,600
Australis Media
   (U.S. Dollar)
      11-01-00                                                        14.00                  197,041(b,c)                171,090
   (U.S. Dollar) Zero Coupon
      05-15-00                                                        12.25                4,500,000(b,c,g)                  450
      05-15-00                                                        14.06                   47,958(b,c,g)                  240
Benedek Communications
   Zero Coupon Sr Disc Nts
      05-15-01                                                        11.89                2,250,000(g)                1,901,250
Big City Radio
   Zero Coupon Company Guaranty
      03-15-01                                                        11.25                2,000,000(g)                1,427,500
Bresnan Communications
   Sr Nts
      02-01-09                                                         8.00                1,450,000(d)                1,435,500
Capstar Broadcasting
   Zero Coupon Sr Disc Nts
      02-01-02                                                         7.49                1,000,000(g)                  857,500
CBS Radio
   Pay-in-kind Sub Deb
      01-15-09                                                        11.38                1,052,800(i)                1,183,084
Central Euro Media
   (U.S. Dollar) Sr Nts
      08-15-04                                                         9.38                2,150,000(c)                1,182,500
Coaxial Communications/Phoenix
   Company Guaranty
      08-15-06                                                        10.00                1,500,000                   1,530,000
Globo Communicacoes Participacoes
   (U.S. Dollar) Sr Nts
      12-05-08                                                        10.63                2,250,000(c,d)              1,625,625
Golden Sky Systems
   Company Guaranty Series B
      08-01-06                                                        12.38                3,000,000                   3,281,250
Jacor Communications
   Company Guaranty
      12-15-06                                                         9.75                1,450,000                   1,544,250
Liberty Group Publishing
   Zero Coupon
      02-01-03                                                        22.46                  750,000(g)                  360,000
MDC Communications
   (U.S. Dollar) Sr Sub Nts
      12-01-06                                                        10.50                3,000,000(c)                3,052,500
Outdoor Systems
   Company Guaranty
      06-15-07                                                         8.88                5,165,000                   5,332,863
Paxson Communications
   Sr Sub Nts
      10-01-02                                                        11.63                3,250,000                   3,331,250
Pegasus Media & Communications
   Series B
      07-01-05                                                        12.50                1,500,000                   1,657,500
   Sr Nts Series B
      10-15-05                                                         9.63                2,750,000                   2,722,500
Price Communications Wireless
   Sr Sub Nts
      07-15-07                                                        11.75                2,500,000                   2,731,250
Radio Unica
   Zero Coupon Company Guaranty
      08-01-02                                                        11.74                2,000,000(g)                1,240,000
Regional Independent Medical
   (U.S. Dollar) Sr Nts
      07-01-08                                                        10.50                2,600,000(c)                2,600,000
Sinclair Broadcast Group
   Sr Sub Nts
      12-15-07                                                         8.75                  450,000                     427,500
Sinclair Broadcasting Group
   Company Guaranty
      07-15-07                                                         9.00                  450,000                     436,500
Spanish Broadcasting System
   Sr Nts
      06-15-02                                                        12.50                1,000,000                   1,120,000
Susquehanna Media
   Sr Sub Nts
      05-15-09                                                         8.50                  960,000(d)                  940,800
Telemundo Holdings
   Zero Coupon Sr Disc Nts Series B
      08-15-03                                                        11.50                4,000,000(g)                2,120,000
Telewest Communication
   (U.S. Dollar) Sr Nts
      11-01-08                                                        11.25                2,000,000(c)                2,130,000
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      04-15-04                                                         7.90                2,100,000(c,d,g)            1,281,000
Veninfotel
   (U.S. Dollar) Cv Pay-in-kind
      03-01-02                                                        10.00                1,102,500(c,e,i)            1,653,750
Total                                                                                                                 60,888,827

Metals (2.3%)
AK Steel
   Sr Nts
      02-15-09                                                         7.88                2,500,000(d)                2,400,000
EnviroSource
   Sr Nts
      06-15-03                                                         9.75                4,000,000                   2,560,000
Imexsa Export Trust
   (U.S. Dollar)
      05-31-03                                                        10.13                  837,876(c,d)                791,793
Maxxam Group Holdings
   Sr Nts Series B
      08-01-03                                                        12.00                2,000,000                   2,040,000
Ormet
   Company Guaranty
      08-15-08                                                        11.00                3,500,000(d)                3,416,875
Pen Holdings
   Company Guaranty Series B
      06-15-08                                                         9.88                1,875,000                   1,790,625
Sheffield Steel
   1st Mtge Series B
      12-01-05                                                        11.50                2,000,000                   1,680,000
Total                                                                                                                 14,679,293

Miscellaneous (9.3%)
Adams Outdoor Advertising
   Sr Nts
      03-15-06                                                        10.75                1,500,000                   1,560,000
Advance Stores
   Company Guaranty Series B
      04-15-08                                                        10.25                  800,000                     744,000
Advanced Glassfiber Yarn
   Sr Sub Nts
      01-15-09                                                         9.88                3,120,000                   2,999,100
Argo-Tech
   Company Guaranty Series D
      10-01-07                                                         8.63                3,000,000                   2,883,750
Bistro Trust
   Sub Nts
      12-31-02                                                         9.50                1,000,000(d)                  948,300
Booth Creek Ski Holdings
   Sr Nts Series B
      03-15-07                                                        12.50                  500,000                     370,000
Centaur Mining & Exploration
   (U.S. Dollar) Company Guaranty
      12-01-07                                                        11.00                1,500,000(c)                1,387,500
Charter Communication Holdings
   Sr Nts
      04-01-09                                                         8.63                2,500,000(d)                2,350,000
Comforce Operating
   Sr Nts Series B
      12-01-07                                                        12.00                  750,000                     709,688
Consolidated Container
   Sr Sub Nts
      07-15-09                                                        10.13                2,850,000(d)                2,878,500
CTI Holdings
   (U.S. Dollar) Zero Coupon Sr Nts
      04-15-03                                                        11.50                  950,000(c,g)                446,500
Dura Operating
   Sr Sub Nts
      05-01-09                                                         9.00                1,400,000(d)                1,344,000
Falcon Products
   Sr Sub Nts
      06-15-09                                                        11.38                2,750,000(d)                2,701,875
Great Central Mines
   (U.S. Dollar) Sr Nts
      04-01-08                                                         8.88                1,750,000(c)                1,575,000
ISG Resources
      04-15-08                                                        10.00                2,705,000                   2,684,713
Knology Holdings
   Zero Coupon Sr Disc Nts
      10-15-02                                                        12.14                  900,000(g)                  513,000
Nebco Evans Holding
   Zero Coupon Sr Disc Nts
      07-15-02                                                        12.79                1,500,000(g)                  645,000
Nextel Partners
   Zero Coupon Sr Disc Nts
      02-01-04                                                        13.60               10,100,000(d,g)              6,059,999
Norcal Waste Systems
   Company Guaranty Series B
      11-15-05                                                        13.50                2,475,000                   2,697,750
NSM Steel
   Company Guaranty
      02-01-06                                                        12.00                1,050,000(b)                  283,500
      02-01-08                                                        12.25                1,200,000(b)                   60,000
NTEX
   (U.S. Dollar) Sr Nts
      06-01-06                                                        11.50                1,400,000(c)                1,197,000
Omnipoint Communications
   Sr Nts
      02-17-06                                                         8.58                    1,972(d,h)                  1,962
Outsourcing Solutions
   Sr Sub Nts Series B
      11-01-06                                                        11.00                5,690,000                   5,576,199
Panolam Inds
   Sr Sub Nts
      02-15-09                                                        11.50                  800,000(d)                  824,000
Pierce Leahy Command
   Company Guaranty
      05-15-08                                                         8.13                5,125,000                   4,779,063
Poland Telecom Finance
   (U.S. Dollar) Company Guaranty Series B
      12-01-07                                                        14.00                2,225,000(c)                2,002,500
Republic Technology/RTI Capital
      07-15-09                                                        13.75                1,275,000                   1,255,875
Riviera Black Hawk
   1st Mtge
      06-01-05                                                        13.00                1,575,000(d)                1,602,563
SC Intl
      09-01-07                                                         9.25                2,700,000                   2,673,000
SFC New Holdings
   Sr Nts
      08-15-01                                                        11.25                2,000,000                   1,900,000
SFC Sub Inc
   Zero Coupon
      06-15-05                                                          --                    95,787(b,g)                     10
Stellex Inds
   Sr Sub Nts Series B
      11-01-07                                                         9.50                1,250,000                     962,500
Talton Holdings
   Company Guaranty Sr Nts Series B
      06-30-07                                                        11.00                  570,000                     522,975
Transamerica Energy
      06-15-02                                                        11.50                2,200,000(b)                  253,000
      06-15-02                                                        13.00                2,400,000(b)                  246,000
Total                                                                                                                 59,638,822

Multi-industry conglomerates (1.2%)
Communications & Power Inds
   Sr Sub Nts Series B
      08-01-05                                                        12.00                2,000,000                   1,720,000
Jordan Inds
   Sr Nts Series D
      08-01-07                                                        10.38                2,740,000                   2,685,199
   Zero Coupon Sr Sub Debs Series B
      04-01-02                                                        11.75                1,608,386(g)                1,037,409
Prime Succession
   Sr Sub Nts
      08-15-04                                                        10.75                2,710,000                   2,245,913
Total                                                                                                                  7,688,521

Paper & packaging (6.5%)
Bear Island LLC/Finance
   Sr Nts Series B
      12-01-07                                                        10.00                  875,000                     857,500
Berry Plastics
   Sr Sub Nts
      04-15-04                                                        12.25                  750,000(d)                  787,500
      07-15-07                                                        11.00                1,400,000(d)                1,422,750
BPC Holding
   Sr Nts Series B
      06-15-06                                                        12.50                1,600,000                   1,572,000
Crown Paper
   Sr Sub Nts
      09-01-05                                                        11.00                3,000,000                   2,295,000
Doman Inds
      07-01-04                                                        12.00                1,750,000(d)                1,750,000
   (U.S. Dollar)
      03-15-04                                                         8.75                1,500,000(c)                1,042,500
   (U.S. Dollar) Sr Nts Series B
      11-15-07                                                         9.25                  350,000(c)                  231,000
Gaylord Container
   Sr Nts
      06-15-07                                                         9.75                4,300,000                   3,999,000
      02-15-08                                                         9.88                4,000,000                   3,450,000
Graham Packaging/GPC Capital
   Zero Coupon Sr Disc Nts Series B
      01-15-03                                                        10.03                2,100,000(g)                1,344,000
Grupo Industrial Durango
   (U.S. Dollar)
      08-01-03                                                        12.63                1,000,000(c)                  990,000
Packaging Corp of America
   Sr Sub Nts
      04-01-09                                                         9.63                1,485,000(d)                1,499,850
Repap New Brunswick
   (U.S. Dollar)
      06-01-04                                                        11.50                1,000,000(c,d)              1,010,000
   (U.S. Dollar) Sr Nts
      06-01-04                                                         9.00                2,150,000(c)                2,080,125
      04-15-05                                                        10.63                3,750,000(c)                3,262,500
Riverwood Intl
   Company Guaranty
      08-01-07                                                        10.63                  500,000                     505,000
Riverwood Intl
   Company Guaranty Sr Nts
      04-01-06                                                        10.25                4,250,000                   4,250,000
Silgan Holdings
      06-01-09                                                         9.00                2,325,000                   2,269,781
Stone Container
   Sr Nts
      08-01-16                                                        12.58                2,000,000                   2,062,500
Warren (SD)
   Pay-in-kind
      12-15-06                                                        14.00                4,032,448(i)                4,617,153
Total                                                                                                                 41,298,159

Restaurants & lodging (1.2%)
American Restaurant Group
   Company Guaranty Series B
      02-15-03                                                        11.50                1,000,000                     885,000
Domino's
   Company Guaranty Series B
      01-15-09                                                        10.38                2,600,000                   2,548,000
Florida Panthers Holdings
   Company Guaranty
      04-15-09                                                         9.88                1,650,000                   1,526,250
Prime Hospitality
   Sr Sub Nts Series B
      04-01-07                                                         9.75                2,750,000                   2,667,500
Total                                                                                                                  7,626,750

Retail (1.2%)
Amazon.com
   Zero Coupon Sr Disc Nts
      05-01-03                                                        10.00                1,650,000(g)                1,113,750
Dairy Mart Convenience Stores
   Sr Sub Nts
      03-15-04                                                        10.25                2,850,000                   2,664,750
Maxim Group
   Company Guaranty Series B
      10-15-07                                                         9.25                1,500,000(b)                1,275,000
Musicland Group
   Company Guaranty Series B
      03-15-08                                                         9.88                2,500,000                   2,425,000
Total                                                                                                                  7,478,500

Textiles & apparel (1.0%)
Anvil Knitwear
   Sr Nts Series B
      03-15-07                                                        10.88                1,500,000                     952,500
Galey & Lord
   Company Guaranty
      03-01-08                                                         9.13                1,600,000                     800,000
GFSI
   Sr Sub Nts Series B
      03-01-07                                                         9.63                2,500,000                   2,025,000
GFSI Holdings
   Zero Coupon Sr Disc Nts Series B
      09-15-04                                                        11.38                2,700,000(g)                1,890,000
Steel Heddle Group
   Zero Coupon Series B
      06-01-03                                                        13.74                1,600,000(g)                  240,000
Steel Heddle Mfg
   Company Guaranty Series B
      06-01-08                                                        10.63                1,200,000                     660,000
Total                                                                                                                  6,567,500

Transportation (1.2%)
American Architectural
   Company Guaranty
      12-01-07                                                        11.75                1,000,000                     550,000
Fistas Del Sol
   (U.S. Dollar) Sr Nts
      08-01-09                                                        10.25                1,500,000(c,d)                975,000
Enterprises Shipholding
   (U.S. Dollar) Sr Nts
      05-01-08                                                         8.88                3,570,000(c)                2,427,600
Global Ocean Carriers
   Sr Nts
      07-15-07                                                        10.25                2,500,000(b)                  875,000
Greater Beijing First Expressways
   (U.S. Dollar) Sr Nts
      06-15-04                                                         9.25                  350,000(c)                  185,500
      06-15-07                                                         9.50                  500,000(c)                  250,000
Hermes Europe RailTel
   (U.S. Dollar) Sr Nts
      01-15-09                                                        10.38                1,600,000(c)                1,600,000
Trico Marine Services
   Company Guaranty Series G
      08-01-05                                                         8.50                1,000,000                     890,000
Total                                                                                                                  7,753,100

Utilities -- gas (0.2%)
Leviathan Gas
   Sr Sub Nts
      06-01-09                                                        10.38                1,250,000(d)                1,271,875

Utilities -- telephone (7.7%)
Allegiance Telecom
   Sr Nts
      05-15-08                                                        12.88                  250,000                     270,625
   Zero Coupon Sr Disc Nts Series B
      02-15-03                                                        12.13                4,950,000(g)                3,093,750
AT&T Canada
   (U.S. Dollar) Sr Nts
      11-01-08                                                        10.63                1,050,000(c)                1,186,500
CCPR Services
   Company Guaranty
      02-01-07                                                        10.00                2,000,000                   2,140,000
COLT Telecommunications Group
   (U.S. Dollar) Zero Coupon
      12-15-01                                                         8.86                1,000,000(c,g)                811,250
Energis
   (U.S. Dollar)
      06-15-09                                                         9.75                1,450,000(c,d)              1,475,375
Geotek Communications
   Cv Sr Sub Nts
      02-15-01                                                        12.00                  500,000(b)                      625
Hyperion Telecommunications
   Sr Nts Series B
      09-01-04                                                        12.25                3,000,000                   3,150,000
Intermedia Communications
   Sr Nts Series B
      11-01-07                                                         8.88                1,975,000                   1,757,750
      06-01-08                                                         8.60                  600,000                     531,000
   Zero Coupon Sr Disc Nts Series B
      07-15-02                                                         9.51                3,125,000(g)                2,156,250
ITC Deltacom
   Sr Nts
      06-01-07                                                        11.00                1,528,000                   1,612,040
      03-01-08                                                         8.88                2,600,000                   2,535,000
      11-15-08                                                         9.75                  500,000                     510,000
McLeod USA
   Sr Nts
      03-15-08                                                         8.38                1,345,000                   1,254,213
      02-15-09                                                         8.13                2,250,000                   2,075,625
MetroNet Communications
   (U.S. Dollar) Sr Nts
      08-15-07                                                        12.00                  750,000(c)                  870,000
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      11-01-02                                                        10.74                  800,000(c,g)                639,000
      06-15-03                                                         9.95                3,550,000(c,g)              2,715,750
NEXTLINK Communications
   Sr Nts
      04-15-06                                                        12.50                1,000,000                   1,090,000
      11-15-08                                                        10.75                2,750,000                   2,777,500
Omnipoint
   Sr Nts Series A
      08-15-06                                                        11.63                1,000,000                   1,050,000
Omnipoint Communications
   Sr Nts
      08-15-06                                                        11.63                2,450,000                   2,572,500
Paging Network
   Sr Sub Nts
      02-01-06                                                         8.88                1,500,000                     840,000
      08-01-07                                                        10.13                2,000,000                   1,180,000
Primus Telecommunications Group
   Sr Nts
      08-01-04                                                        11.75                1,175,000                   1,151,500
   Sr Nts Series B
      05-15-08                                                         9.88                2,500,000                   2,200,000
Pronet
   Sr Sub Nts
      06-15-05                                                        11.88                2,000,000                   1,700,000
RSL Communications
   (U.S. Dollar) Company Guaranty
      11-15-06                                                        12.25                1,225,000(c)                1,237,250
      11-15-08                                                        10.50                2,750,000(c)                2,591,875
United Pan-Europe Communications
   (U.S. Dollar) Sr Nts
      08-01-09                                                        10.88                1,800,000(c,d)              1,809,000
Total                                                                                                                 48,984,378

Total bonds
(Cost: $582,879,580)                                                                                                $527,631,622


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Common stocks (1.4%)
Issuer                                                                                         Shares                   Value(a)

<S>                                                                                           <C>                       <C>
Concentric Network                                                                            34,000(b)                 $745,875
Cybernet Internet Services                                                                     2,000(d)                1,999,999
Global TeleSystems Group                                                                      21,800(b)                  704,413
Intermedia Communications                                                                     72,842(b)                1,893,891
Nextel Communications Cl A                                                                     2,323(b)                  134,298
OpTel                                                                                          2,250(b,d)                     23
Premier Holdings                                                                             148,117                     555,439
Price Communications                                                                          85,001(b)                1,753,143
Versatel Telecom Intl ADR                                                                     50,000(b,c)                678,125
Wilshire Financial Services Group                                                            286,815(b)                  367,482
Wilshire Real Estate Investment Trust                                                         30,000                      90,000

Total common stocks
(Cost: $11,200,791)                                                                                                   $8,922,688

Preferred stocks & other (7.7%)
Issuer                                                                                         Shares                    Value(a)

21st Century Telecom Group
   13.75% Pay-in-kind                                                                            457(j)                 $210,220
   Warrants                                                                                      400                       8,000
Allegiance Telecom
   Warrants                                                                                    4,950                     346,500
American Mobile Satellite
   Warrants                                                                                    1,500(d)                   60,000
American Restaurant Group
   12.00% Pay-in-kind Series B                                                                   528(j)                  528,000
   Warrants                                                                                      500                           5
APP Finance II Mauritius Cl B
   12.00%                                                                                      4,075(b,c)              2,404,250
Australis Holdings
   Warrants                                                                                    1,760(c)                       18
Belco Oil & Gas
   6.50% Cv                                                                                   40,000                     692,500
Bell Technology
   Warrants                                                                                    2,350                     258,500
Benedek Communications
   11.50% Pay-in-kind                                                                          1,000(b,j)                790,000
Bestel
   Warrants                                                                                    2,850                      85,500
Birch Telecom
   Warrants                                                                                    2,000                      11,000
Capstar Broadcasting
   12.00% Pay-in-kind
   Exchangeable                                                                               11,236(j)                1,325,848
Capstar Communications
   12.63% Pay-in-kind Series E                                                                10,607(j)                1,251,626
Century Maintenance
   13.25% Pay-in-kind Series C                                                                22,682(j)                2,313,564
Chesapeake Energy
   7.00% Cv                                                                                   10,000                     287,500
Clark Materials Handling
   13.00%                                                                                      1,648(b)                1,380,200
Communications & Power Inds
   14.00% Pay-in-kind Series B                                                                29,691(j)                3,047,039
Concentric Network
   13.50% Pay-in-kind Series B                                                                 2,847(j)                2,619,240
CSC Holdings
   11.13% Pay-in-kind Series M                                                                45,306(j)                4,915,700
Dobson Communications
   13.00% Pay-in-kind                                                                          1,500(j)                1,440,000
Fairfield Mfg
   11.25% Pay-in-kind                                                                            600(b,j)                618,000
Geotek Communications
   Warrants                                                                                   40,000(k)                       --
Hyperion Telecommunications
   12.88% Pay-in-kind Series B                                                                   602(j)                  538,790
Intermedia Communications
   7.00% Cv Series F                                                                          60,000                   1,305,000
   13.50% Pay-in-kind Series B                                                                 2,571(j)                2,442,450
Iridium World Communications
   Warrants                                                                                    1,700                         425
Jitney-Jungle Stores of America Cl A
   15.00%                                                                                     20,000                     320,000
KMC Telecom Holdings
   Warrants                                                                                    1,500                       3,750
Knology Holdings
   Warrants                                                                                    1,500                       3,000
Lady Luck Gaming
   Pay-in-kind                                                                                15,000(b,e,j)              630,000
MetroNet Communications
   Warrants                                                                                      750                      78,438
Nakornthai Strip Mill
   Warrants                                                                                  759,711                           1
Nebco Evans Holdings
   11.25% Pay-in-kind                                                                         23,348(j)                  770,484
Nextel Communications
   11.13% Pay-in-kind Series E                                                                 1,178(j)                1,198,615
   13.00% Pay-in-kind Series D                                                                 2,581(j)                2,787,480
NTL
   13.00% Pay-in-kind Series B                                                                 3,725(j)                3,957,813
Packaging Corp of America
   12.38% Pay-in-kind                                                                          7,500(b,d,j)              821,250
Paxson Communications
   12.50% Pay-in-kind
   Exchangeable                                                                               27,260(b,j)              2,671,480
Pegasus Communications
   12.75% Pay-in-kind                                                                          7,450(b,j)                797,150
   12.75% Pay-in-kind Series A                                                                   187(b,j)                187,000
PLD Telekom                                                                                      100(b)                        5
Poland Telecom
   Warrants                                                                                    2,225(c)                  133,500
   Warrants                                                                                      100                           5
Price Communications
   Warrants                                                                                    4,472                     556,764
Primus Telecommunications
   Warrants                                                                                    1,175                      23,500
R&B Falcon
   13.88% Cm Pay-in-kind                                                                       2,000(j)                1,880,000
   Warrants                                                                                    2,000                     200,000
RSL Communications
   Warrants                                                                                    1,250                      98,750
SGW Holding
   12.50% Pay-in-kind Series B                                                                12,374(b,e,j)              210,358
   Cv Series A                                                                                 9,677(b,e)                 99,996
   Warrants                                                                                      250(e)                   79,125
Sinclair Capital
   11.63%                                                                                     20,000                   2,025,000
Telehub Communications
   Warrants                                                                                    3,000                      90,000
Unifi Communications
   Warrants                                                                                    1,000                          10
Unisite
   Cl C Warrants                                                                                 540(b,e)                286,232
   Warrants                                                                                      500(b,e)                      5
Vialog
   Warrants                                                                                    3,720                     186,000

Total preferred stocks & other
(Cost: $54,466,987)                                                                                                  $48,975,586


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (5.7%)

Issuer                                                            Annualized                 Amount                     Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government notes (5.0%)
Federal Home Loan Bank Disc Nt
<S>                                                                    <C>                <C>                         <C>
      09-17-99                                                         5.16%              $1,300,000                  $1,297,024
Federal Home Loan Mtge Corp Disc Nts
      09-15-99                                                         5.06                3,300,000                   3,292,424
      09-17-99                                                         5.06                4,000,000                   3,989,592
      09-20-99                                                         5.04                1,300,000                   1,296,563
      09-20-99                                                         5.05                4,200,000                   4,188,872
      10-14-99                                                         5.20                1,300,000                   1,291,988
      10-15-99                                                         5.22                2,200,000                   2,186,072
      10-18-99                                                         5.23                3,200,000                   3,178,317
      10-28-99                                                         5.24                1,000,000                     991,317
Federal Natl Mtge Assn Disc Nts
      10-12-99                                                         5.17                1,600,000                   1,589,874
      10-21-99                                                         5.24                2,400,000                   2,382,667
      10-25-99                                                         5.27                4,900,000                   4,861,560
      11-18-99                                                         5.31                1,100,000                   1,086,989
Total                                                                                                                 31,633,259

Commercial paper (0.7%)
American General
      10-07-99                                                         5.30                1,900,000                   1,889,987
Ciesco LP
      10-08-99                                                         5.28                2,000,000(l)                1,989,208
Delaware Funding
      10-05-99                                                         5.17                  800,000(l)                  795,762
Total                                                                                                                  4,674,957

Total short-term securities
(Cost: $36,312,929)                                                                                                  $36,308,216

Total investments in securities
(Cost: $684,860,287)(m)                                                                                             $621,838,112


See accompanying notes to investments in securities.
</TABLE>
<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.  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.  As of Aug. 31,
1999, the value of foreign securities represented 12.20% of net assets.

(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, 1999, is as follows:

Security                                                              Acquisition                               Cost
                                                                         dates

Gemini Inds
<S>                                                                    <C>                                   <C>
  13.50% 2001                                                          12-23-96                              $1,500,000

Lady Luck Gaming
  Pay-in-kind                                                          11-19-98                                 525,000

SGW Holding
  12.50% Pay-in-kind Series B                                   08-12-97 thru 04-15-99                          211,601
  Cv Series A                                                          08-12-97                                 100,002
  Warrants                                                             08-12-97                                  78,900

Unisite
  13.00% Zero Coupon Sub Nts 2000                                      12-18-97                               1,000,000
  Cl C Warrants                                                        12-17-97                                 250,090
  Warrants                                                             12-17-97                                      --

Veninfotel

  (U.S. Dollar) 10.00% Cv Pay-in-kind 2002                      03-05-97 thru 03-01-99                        1,102,500

(f) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(g) 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.

(h) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1999.

(i) Pay-in-kind  securities are securities in which the issuer has the option to
make  interest or dividend  payments in cash or in  additional  securities.  The
securities  issued  as  interest  or  dividends  usually  have the  same  terms,
including maturity date, as the pay-in-kind securities.

(j) Pay-in-kind  securities are securities in which the issuer makes interest or
dividend payments in cash or in additional  securities.  The securities  usually
have the same terms as the original holdings.

(k) Negligible market value.

(l) 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.

(m) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$683,648,086  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                      $11,682,488
Unrealized depreciation                                      (73,492,462)
                                                             -----------
Net unrealized depreciation                                 $(61,809,974)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- Global Bond Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Bonds (97.3%)(c)
Issuer                                                              Coupon                 Principal                    Value(a)
                                                                     rate                    amount

Argentina (0.5%)
Republic of Argentina
   (Japanese Yen)
<S>                                                                    <C>               <C>                            <C>
      03-27-01                                                         5.50%             110,000,000                    $996,710

Australia (1.9%)
New South Wales Treasury
   (Australian Dollar)
      03-01-08                                                         8.00                2,700,000(d)                1,867,536
Queensland Treasury
   (Australian Dollar) Local Govt Guaranty
      05-14-03                                                         6.00                2,825,000                   1,917,878
Total                                                                                                                  3,785,414

Bermuda (0.1%)
Central Euro Media
   (European Monetary Unit) Sr Nts Series RG
      08-15-04                                                         4.45                  750,000                     263,674

Canada (6.1%)
Abitibi-Consolidated Finance
   (U.S. Dollar) Company Guaranty
      08-01-09                                                         7.88                1,600,000                   1,551,340
British Columbia
   (Canadian Dollar)
      12-01-06                                                         5.25                2,275,000                   1,446,973
Govt of Canada
   (Canadian Dollar)
      02-01-06                                                         7.00                3,000,000                   2,150,364
      06-01-23                                                         8.00                4,200,000                   3,564,117
Laidlaw
   (U.S. Dollar)
      05-15-06                                                         7.65                1,400,000                   1,345,382
Province of Manitoba
   (U.S. Dollar) Series CK
      12-15-00                                                         9.00                  625,000                     645,155
Rogers Communication
   (Canadian Dollar) Sr Nts
      07-15-07                                                         6.37                2,000,000                   1,345,524
Total                                                                                                                 12,048,855

Cayman Islands (0.2%)
Roil
   (U.S. Dollar)
      12-05-02                                                        12.78                  776,000(d)                  488,880

China (0.1%)
Zhuhai Highway
   (U.S. Dollar) Sub Nts
      07-01-08                                                        11.50                  500,000(d)                  255,000

Denmark (3.2%)
Govt of Denmark
   (Danish Krone)
      05-15-03                                                         8.00                7,700,000                   1,218,240
      03-15-06                                                         8.00                7,500,000                   1,224,293
      11-10-24                                                         7.00               24,850,000                   3,844,916
Total                                                                                                                  6,287,449

France (0.2%)
Govt of France
   (European Monetary Unit)
      04-25-05                                                         7.50                  400,000                     487,076

Germany (13.3%)
Allgemeine Hypo Bank
   (European Monetary Unit)
      09-02-09                                                         5.00               15,510,000                  15,882,391
Bayerische Landesbank
   (U.S. Dollar) Sub Nts
      12-01-08                                                         5.88                  800,000                     732,768
Federal Republic of Germany
   (European Monetary Unit)
      07-22-02                                                         8.00                5,180,000                   6,078,792
      06-20-16                                                         6.00                2,914,364                   3,285,383
Total                                                                                                                 25,979,334

Greece (1.5%)
Hellenic Republic
   (Greek Drachma)
      02-19-06                                                         6.00              963,000,000                   3,009,924

Hong Kong (1.3%)
Dao Heng Bank
   (U.S. Dollar) Sub Nts
      01-24-07                                                         7.75                1,000,000(d)                  882,500
Hutchison Whampoa Finance
   (U.S. Dollar) Company Guaranty
      08-01-27                                                         7.50                2,000,000(d)                1,682,675
Total                                                                                                                  2,565,175

Indonesia (0.4%)
Tjiwi Kimia Finance Mauritius
   (U.S. Dollar) Company Guaranty
      08-01-04                                                        10.00                1,300,000(b)                  806,000

Israel (0.5%)
Israel Electric
   (U.S. Dollar) Sr Nts
      12-15-26                                                         7.88                1,000,000(d)                  901,590

Italy (4.3%)
Govt of Italy
   (European Monetary Unit)
      09-15-01                                                         7.75                1,265,317                   1,440,052
      01-01-04                                                         8.50                4,257,875                   5,170,836
      11-01-26                                                         7.25                1,575,191                   1,960,489
Total                                                                                                                  8,571,377

Japan (0.7%)
Sony
   (U.S. Dollar)
      03-04-03                                                         6.13                1,500,000                   1,475,287

Malaysia (0.8%)
Petronas
   (U.S. Dollar)
      08-15-15                                                         7.75                2,000,000(d)                1,664,042

Mexico (2.0%)
Banco Nacional de Comercio Exterior
   (U.S. Dollar)
      02-02-04                                                         7.25                3,000,000                   2,692,500
United Mexican States
   (British Pound) Medium-term Nts Series E
      05-30-02                                                        14.48                  750,000                   1,194,671
Total                                                                                                                  3,887,171

Netherlands (0.5%)
KPNQwest
   (European Monetary Unit) Sr Nts
      06-01-09                                                         7.13                  925,000(d)                  939,370

Norway (4.1%)
Govt of Norway
   (Norwegian Krone)
      05-31-01                                                         7.00               47,270,000                   6,161,077
      05-15-09                                                         5.50               16,040,000                   1,989,713
Total                                                                                                                  8,150,790

Panama (0.5%)
Banco General
   (U.S. Dollar)
      08-01-02                                                         7.70                1,000,000(d)                  940,844

Peru (0.4%)
Southern Peru Copper
   (U.S. Dollar)
      05-30-07                                                         7.90                1,000,000                     867,111

Poland (0.9%)
Govt of Poland
   (U.S. Dollar)
      10-27-99                                                         5.00                2,000,000(b)                1,737,500

Slovenia (1.5%)
Republic of Slovenia
   (European Monetary Unit)
      06-16-04                                                         5.40                5,500,000                   3,034,878

South Korea (0.9%)
Korea Electric Power
   (U.S. Dollar)
      12-01-03                                                         6.38                2,000,000                   1,870,357

Spain (1.1%)
Govt of Spain
   (European Monetary Unit)
      04-30-06                                                         8.80                1,021,721                   1,313,132
      01-31-29                                                         6.00                  732,033                     787,468
Total                                                                                                                  2,100,600

Supra-National (0.9%)
World Bank
   (Japanese Yen)
      06-20-00                                                         4.50              190,000,000                   1,799,300

Sweden (4.3%)
Govt of Sweden
   (Swedish Krona)
      02-09-05                                                         5.64               30,000,000                   3,767,400
      08-15-07                                                         8.00               26,200,000                   3,691,056
Paulson Enterprenad
   (Swedish Krona)
      12-15-00                                                         8.64                9,000,000                   1,082,773
Total                                                                                                                  8,541,229

United Kingdom (10.9%)
COLT Telecom Group
   (European Monetary Unit)
      07-31-08                                                         4.25                1,500,000                     803,192
United Kingdom Treasury
   (British Pound)
      03-03-00                                                         9.00                2,000,000                   3,276,150
      11-06-01                                                         7.00                1,125,000                   1,854,308
      06-07-02                                                         7.00                1,000,000                   1,656,280
      06-10-03                                                         8.00                3,540,000                   6,100,132
      12-07-05                                                         8.50                2,715,000                   5,003,780
      09-08-06                                                         7.75                1,500,000                   2,697,095
Total                                                                                                                 21,390,937

United States (33.3%)
American Standard
   (European Monetary Unit) Company Guaranty
      06-01-06                                                         7.13                1,700,000                   1,753,386
California Infrastructure-
Pacific Gas & Electric
   (U.S. Dollar)
      06-25-03                                                         6.16                1,050,000                   1,049,979
Citicorp
   (European Monetary Unit)
      09-19-09                                                         6.25                3,000,000                   1,646,232
DTE Burns Harbor LLC
   (U.S. Dollar) Sr Nts
      01-30-03                                                         6.57                1,028,560(d)                  982,985
Federal Natl Mtge Assn
   (U.S. Dollar)
      02-15-08                                                         5.75                2,000,000                   1,864,115
      07-01-13                                                         6.00                1,883,210                   1,793,757
      07-01-14                                                         6.50                1,500,000                   1,457,340
      02-01-27                                                         7.50                  489,879                     486,508
      03-01-27                                                         7.50                1,027,779                   1,020,708
      06-01-27                                                         7.50                  780,214                     774,604
      03-01-29                                                         6.50                1,949,143                   1,843,773
Federated Dept Stores
   (U.S. Dollar)
      02-15-28                                                         7.00                1,500,000                   1,358,788
First Union-
Lehman Brothers Cl A3
   (U.S. Dollar) Series 1997-C1
      04-18-29                                                         7.50                1,150,000                   1,101,183
Firstar Capital
   (U.S. Dollar) Company Guaranty Series B
      12-15-26                                                         8.32                  600,000                     580,468
Ford Motor Credit
   (U.S. Dollar)
      09-10-02                                                         6.55                3,000,000                   2,967,752
GTE North
   (U.S. Dollar) Series F
      02-15-10                                                         6.38                2,000,000                   1,880,161
MGM Grand
   (U.S. Dollar)
      02-01-05                                                         6.95                1,500,000                   1,364,393
Morgan (JP)
   (U.S. Dollar) Sr Sub Medium-term Nts Series A
      02-15-12                                                         4.00                1,000,000                     886,950
Nationwide CSN Trust
   (U.S. Dollar)
      02-15-25                                                         9.88                1,500,000(d)                1,622,218
New York Life Insurance
   (U.S. Dollar)
      12-15-23                                                         7.50                1,000,000(d)                  914,870
Railcar Leasing
   (U.S. Dollar)
      01-15-13                                                         7.13                3,000,000(d)                3,010,106
Texas Utilities Electric
   (U.S. Dollar)
      08-01-07                                                         7.17                2,000,000                   1,968,561
TXU Electric Capital
   (U.S. Dollar) Company Guaranty
      01-30-37                                                         8.18                1,000,000                     954,709
U.S. Treasury
   (U.S. Dollar)
      02-15-00                                                         5.88                4,500,000                   4,511,179
      11-15-00                                                         5.75                1,500,000                   1,502,095
      11-30-00                                                         4.63                1,000,000                     987,871
      11-15-01                                                         7.50                1,650,000                   1,707,730
      04-30-03                                                         5.75                1,425,000                   1,416,533
      02-15-05                                                         7.50                5,600,000                   5,958,870
      11-15-16                                                         7.50                8,500,000                   9,380,719
   TIPS
      01-15-07                                                         3.38                3,000,000(e)                3,010,332
USX
   (U.S. Dollar)
      03-01-08                                                         6.85                2,000,000                   1,895,414
Watson Pharmaceuticals
   (U.S. Dollar) Sr Nts
      05-15-08                                                         7.13                1,200,000                   1,140,630
Zurich Capital
   (U.S. Dollar) Company Guaranty
      06-01-37                                                         8.38                1,000,000(d)                1,010,840
Total                                                                                                                 65,805,759

Venezuela (0.7%)
PDVSA Finance
   (U.S. Dollar)
      02-15-10                                                         9.75                1,500,000(d)                1,418,624

Total bonds
(Cost: $197,028,766)                                                                                                $192,070,257


Short-term securities (2.9%)

Issuer                                                             Annualized                Amount                     Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government agencies
Federal Home Loan Bank Disc Nt
      09-17-99                                                         5.16%                $400,000                    $399,084
Federal Home Loan Mtge Corp Disc Nts
      10-07-99                                                         5.21                  400,000                     397,928
      10-12-99                                                         5.21                3,300,000                   3,280,570
      10-14-99                                                         5.20                1,700,000                   1,689,522

Total short-term securities
(Cost: $5,767,104)                                                                                                    $5,767,104

Total investments in securities
(Cost: $202,795,870)(f)                                                                                             $197,837,361


See accompanying notes to investments in securities.
</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.  Foreign  security  values  are  stated  in U.S.  dollars.  For debt
securities, principal amounts are denominated in the currency indicated.

(b) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1999.

(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) U.S. Treasury inflation-protection securities (TIPS) are securities in which
the  principal  amount is adjusted for  inflation  and the  semiannual  interest
payments equal a fixed percentage of the inflation-adjusted principal amount.

(f) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$202,723,350  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                $1,492,527
Unrealized depreciation                                (6,378,516)
                                                       ----------
Net unrealized depreciation                           $(4,885,989)


<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- International Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (93.5%)
Issuer                                                                                     Shares                       Value(a)

Australia (3.8%)

Airlines (0.5%)
<S>                                                                                        <C>                       <C>
Qantas Airways                                                                             3,179,000                 $10,248,778

Energy (0.4%)
Woodside Petroleum                                                                         1,410,000                   9,861,117

Media (--%)
Publishing & Broadcasting                                                                    144,000                     847,584

Metals (1.3%)
Broken Hill Proprietary                                                                    1,833,000                  19,717,581
Pasminco                                                                                   6,223,000                   6,654,254
Total                                                                                                                 26,371,835

Retail (0.8%)
Woolworths                                                                                 5,262,000                  18,402,266

Utilities -- telephone (0.8%)
AAPT                                                                                       2,503,000(b)                7,718,001
Telstra                                                                                    1,992,000                  10,364,376
Total                                                                                                                 18,082,377

Brazil (0.2%)

Banks and savings & loans
Uniao de Bancos Brasileiros GDR                                                              303,810                   5,316,675

Canada (3.1%)

Communications equipment & services (0.9%)
Nortel Networks                                                                              511,000(c)               20,982,938

Energy (1.0%)
Petro-Canada                                                                               1,523,400                  22,865,768

Multi-industry conglomerates (1.2%)
Bombardier Cl B                                                                            1,556,900                  24,201,327

France (15.7%)

Banks and savings & loans (3.3%)
Banque Natl de Paris                                                                         981,671                  75,184,512

Building materials & construction (2.9%)
Lafarge                                                                                      592,156                  63,706,097

Computers & office equipment (2.1%)
Cap Gemini                                                                                   265,748                  45,682,240

Electronics (0.3%)
SGS-Thomson Microelectronics                                                                  90,731                   6,032,323

Energy (4.5%)
Elf Aquitaine                                                                                145,163                  25,491,058
Total Petroleum Cl B                                                                         592,554                  76,473,598
Total                                                                                                                101,964,656

Household products (0.5%)
Rhone-Poulenc Cl A                                                                           207,611                  10,085,016

Industrial equipment & services (2.1%)
Castorama Dubois                                                                             175,603                  45,883,097

Germany (10.5%)

Automotive & related (2.2%)
Volkswagen                                                                                   823,202                  49,724,035

Chemicals (4.3%)
Bayer                                                                                        910,273                  39,624,639
Henkel KGaA                                                                                  751,803                  54,477,675
Total                                                                                                                 94,102,314

Industrial equipment & services (4.0%)
Mannesmann                                                                                   576,190(b)               88,502,669

Hong Kong (0.7%)

Communications equipment & services (0.2%)
China Telecom                                                                              1,532,000                   4,764,673

Financial services (0.5%)
Cheung Kong Holdings                                                                       1,222,000                  10,622,724

Italy (5.6%)

Banks and savings & loans
Banca Intesa                                                                               8,246,434(c)               34,893,961
Instituto Bancario San Paolo di Torino                                                     3,342,179                  44,936,599
Unicredito Italiano                                                                        9,725,472                  44,958,912
Total                                                                                                                124,789,472

Japan (16.7%)

Automotive & related (2.1%)
Bridgestone                                                                                  870,000                  24,676,332
Toyota Motor                                                                                 779,000                  23,021,787
Total                                                                                                                 47,698,119

Chemicals (1.2%)
Asahi Chemical Inds                                                                        5,056,000                  27,062,240

Computers & office equipment (2.7%)
Canon                                                                                        803,000                  23,510,716
Fujitsu                                                                                    1,260,000                  37,006,326
Total                                                                                                                 60,517,042

Electronics (3.2%)
Alps Electric                                                                                721,000(c)               20,977,928
Hitachi                                                                                    2,362,000                  24,009,966
Matsushita Communication Industrial                                                          312,000                  26,576,878
Total                                                                                                                 71,564,772

Health care services (1.3%)
Yamanouchi Pharmaceutical                                                                    660,000                  29,468,868

Household products (0.4%)
Shiseido                                                                                     676,000                   9,463,189

Media (1.2%)
Sony                                                                                         202,000                  26,207,601

Transportation (0.8%)
East Japan Railway                                                                             1,472                   8,929,375
Kawasaki Kisen Kaisha                                                                      3,843,000                   7,840,873
Total                                                                                                                 16,770,248

Utilities -- telephone (3.8%)
Nippon Telegraph & Telephone                                                                  52,000                  58,520,518
NTT Mobile Communication Network                                                              14,680                  24,445,400
Total                                                                                                                 82,965,918

Mexico (0.9%)

Banks and savings & loans (0.4%)
Grupo Financiero Banamex Accival                                                           4,312,000                   8,264,056

Beverages & tobacco (0.5%)
Fomento Economico Mexicano ADR                                                               322,000                  10,646,125

Netherlands (3.9%)

Industrial equipment & services (1.1%)
Philips Electronics                                                                          232,003                  23,941,132

Insurance (2.8%)
Fortis                                                                                     1,817,197                  61,610,429

New Zealand (0.5%)

Utilities -- telephone
Telecom Corp of New Zealand                                                                2,367,000(c)               10,611,971

Singapore (2.3%)

Banks and savings & loans (1.0%)
Oversea-Chinese Banking                                                                      180,000                   1,261,656
Overseas Union Bank                                                                        3,991,900                  20,866,460
Total                                                                                                                 22,128,116

Financial services (0.8%)
City Developments                                                                             77,000                     466,528
DBS Land                                                                                   7,754,000                  17,686,873
Total                                                                                                                 18,153,401

Transportation (0.5%)
Neptune Orient Lines                                                                       8,298,000                  10,745,080

South Korea (0.9%)

Utilities -- telephone
Korea Telecom ADR                                                                            637,888(b)               20,731,360

Spain (2.6%)

Utilities -- telephone
Telefonica de Espana                                                                       3,578,715                  57,164,604

Sweden (4.8%)

Banks and savings & loans (0.8%)
Nordbanken Holding                                                                         2,969,431                  16,775,503

Communications equipment & services (4.0%)
Ericsson (LM) Cl B                                                                         2,749,936                  88,869,407

Switzerland (3.0%)

Banks and savings & loans
UBS                                                                                          236,294                  66,769,572

United Kingdom (18.3%)

Banks and savings & loans (1.3%)
Standard Chartered                                                                         1,990,977                  29,242,276

Chemicals (1.7%)
Imperial Chemical Inds                                                                     3,268,195                  37,170,816

Communications equipment & services (2.3%)
Cable & Wireless Communications                                                            2,402,430(b,c)             25,101,790
Orange                                                                                     1,578,826(b)               26,643,162
Total                                                                                                                 51,744,952

Energy (3.3%)
Shell Transport & Trading                                                                  9,240,604                  73,732,627

Leisure time & entertainment (1.0%)
EMI Group ADR                                                                              2,594,700                  22,080,897

Multi-industry conglomerates (5.3%)
General Electric                                                                           8,440,537                  84,456,857
Williams                                                                                   6,173,405                  35,056,915
Total                                                                                                                119,513,772

Retail (2.9%)
Great Universal Stores                                                                     4,193,906                  42,301,833
Next                                                                                       1,948,544                  23,070,761
Total                                                                                                                 65,372,594

Utilities -- gas (0.5%)
BG                                                                                         1,805,407                  10,869,633

Total common stocks
(Cost: $1,729,497,999)                                                                                            $2,076,080,813

Other (0.3%)
Issuer                                                                                      Shares                      Value(a)

Banca Intesa                                                                               7,626,156                  $6,768,213
   Warrants

Total other
(Cost: $1,678,707)                                                                                                    $6,768,213


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



(This annual report is not part of the prospectus.)  ANNUAL REPORT -- 1999

 Short-term securities (9.6%)

Issuer                                                             Annualized               Amount                      Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government agencies (7.7%)
Federal Home Loan Bank Disc Nts
<S>                                                                    <C>               <C>                         <C>
      10-01-99                                                         5.09%             $25,000,000                 $24,886,402
      10-01-99                                                         5.09               25,000,000                  24,886,401
      10-13-99                                                         5.18                3,600,000                   3,576,612
      10-22-99                                                         5.23               20,000,000                  19,848,214
Federal Home Loan Mtge Corp Disc Nts
      09-15-99                                                         5.06                2,000,000                   1,995,409
      09-20-99                                                         5.05                5,800,000                   5,784,633
      09-23-99                                                         5.01                5,700,000                   5,682,688
      09-30-99                                                         5.05                6,400,000                   6,374,171
      10-07-99                                                         5.22                5,000,000                   4,974,000
      10-14-99                                                         5.20               17,100,000                  16,994,607
      10-14-99                                                         5.24                6,000,000                   5,962,662
      10-15-99                                                         5.22                8,500,000                   8,446,185
      10-28-99                                                         5.24               17,500,000                  17,348,053
Federal Natl Mtge Assn Disc Nts
      09-10-99                                                         5.03               19,000,000                  18,976,250
      10-01-99                                                         5.22                5,500,000                   5,476,167
Total                                                                                                                171,212,454

Commercial paper (1.9%)
Albertson's
      09-02-99                                                         5.22                7,500,000(d)                7,498,913
Barclays U.S. Funding
      09-22-99                                                         5.23                3,300,000                   3,289,970
BMW US Capital
      09-27-99                                                         5.16                1,500,000                   1,494,243
      10-18-99                                                         5.23                  700,000                     694,926
Ciesco LP
      10-08-99                                                         5.28                5,500,000(d)                5,470,323
Corporate Receivables
      09-13-99                                                         5.22                1,200,000(d)                1,197,920
Delaware Funding
      10-05-99                                                         5.17                  800,000(d)                  795,762
Ford Motor Credit
      09-03-99                                                         5.33                5,000,000                   4,998,520
      10-18-99                                                         5.30                4,000,000                   3,972,531
Pfizer
      09-17-99                                                         5.20                4,000,000(d)                3,990,791
SBC Communications Capital
      10-26-99                                                         5.20                6,200,000(d)                6,146,873
Variable Funding Capital
      09-23-99                                                         5.15                3,000,000(d)                2,990,099
Total                                                                                                                 42,540,871

Total short-term securities
(Cost: $213,791,104)                                                                                                $213,753,325

Total investments in securities
(Cost: $1,944,967,810)(e)                                                                                         $2,296,602,351


See accompanying notes to investments in securities.
</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements. Foreign security values are stated in U.S. dollars.

(b) Non-income producing.

(c)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(d) 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.

(e) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$1,945,880,781 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                 $408,609,821
Unrealized depreciation                                  (57,888,251)
                                                         -----------
Net unrealized appreciation                             $350,721,570

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP VP -- Managed Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (62.7%)
Issuer                                                                                       Shares                     Value(a)

Aerospace & defense (1.5%)
<S>                                                                                          <C>                     <C>
AlliedSignal                                                                                 350,000                 $21,437,500
Boeing                                                                                       700,000                  31,718,750
United Technologies                                                                          360,000                  23,805,000
Total                                                                                                                 76,961,250

Airlines (1.0%)
Southwest Airlines                                                                         3,000,000                  50,062,500

Automotive & related (0.7%)
Tower Automotive                                                                           1,772,600(b)               35,452,000

Banks and savings & loans (2.3%)
Bank of America                                                                              450,000                  27,225,000
UnionBanCal                                                                                  313,500                  12,030,563
Washington Mutual                                                                          1,800,000                  57,150,000
Wells Fargo                                                                                  500,000                  19,906,250
Wilshire Financial Services Group                                                            154,397(b)                  197,821
Total                                                                                                                116,509,634

Beverages & tobacco (0.7%)
Coca-Cola                                                                                    625,000                  37,382,813

Building materials & construction (1.3%)
Martin Marietta Materials                                                                  1,100,000                  50,187,500
Masco                                                                                        500,000                  14,156,250
Total                                                                                                                 64,343,750

Chemicals (0.3%)
Waste Management                                                                             775,000                  16,904,688

Communications equipment & services (2.5%)
Celcaribe                                                                                    235,770(b,c,j)              589,425
Globalstar Telecommunications                                                                  1,000(b)                   25,688
Loral Space & Communications                                                                 643,700(b)               11,827,988
Lucent Technologies                                                                          700,000                  44,843,750
Nokia Oyj ADR Cl A                                                                           800,000(c)               66,699,999
Tellabs                                                                                       75,000(b)                4,467,188
Total                                                                                                                128,454,038

Computers & office equipment (9.8%)
Cisco Systems                                                                              1,787,500(b)              121,214,843
Compuware                                                                                    365,000(b)               11,018,438
Dell Computer                                                                                575,000(b)               28,067,188
EMC                                                                                          565,000(b)               33,900,000
Intl Business Machines                                                                       275,000                  34,254,688
Microsoft                                                                                  1,500,000(b)              138,843,749
Solectron                                                                                  1,075,000(b)               84,118,749
Sun Microsystems                                                                             275,000(b)               21,862,500
Unisys                                                                                       450,000(b)               19,350,000
Total                                                                                                                492,630,155

Electronics (4.2%)
American Power Conversion                                                                  3,260,000(b)               57,253,750
Intel                                                                                        975,000                  80,132,813
Maxim Integrated Products                                                                    450,000(b)               30,290,625
Texas Instruments                                                                            550,000                  45,134,375
Total                                                                                                                212,811,563

Energy (1.7%)
Anadarko Petroleum                                                                           850,000                  28,900,000
Mobil                                                                                        200,000                  20,475,000
Royal Dutch Petroleum                                                                        600,000(c)               37,125,000
Total                                                                                                                 86,500,000

Financial services (5.8%)
Associates First Capital Cl A                                                              1,200,000                  41,175,000
Citigroup                                                                                  1,950,000                  86,653,124
Fannie Mae                                                                                   430,000                  26,713,750
MBNA                                                                                       2,350,000                  58,015,625
Merrill Lynch & Co                                                                           250,000                  18,656,250
Morgan Stanley, Dean Witter, Discover & Co                                                   725,000                  62,214,063
Total                                                                                                                293,427,812

Food (0.7%)
U.S. Foodservice                                                                           1,700,000(b)               35,381,250

Furniture & appliances (0.5%)
Leggett & Platt                                                                            1,050,000                  23,231,250

Health care (7.3%)
Amgen                                                                                      1,050,000(b)               87,346,874
Bristol-Myers Squibb                                                                         900,000                  63,337,500
Elan ADR                                                                                   1,200,000(b,c,d)           38,475,000
Genentech                                                                                     50,000(b)                8,212,500
Merck & Co                                                                                   975,000                  65,507,813
Pfizer                                                                                     1,350,000                  50,962,500
Schering-Plough                                                                            1,000,000                  52,562,500
Total                                                                                                                366,404,687

Health care services (1.8%)
AmeriSource Health Cl A                                                                      350,000(b)                9,034,375
Cardinal Health                                                                              325,000                  20,718,750
HEALTHSOUTH Rehabilitation                                                                 1,900,000(b)               15,556,250
McKesson HBOC                                                                              1,000,000                  31,125,000
United Healthcare                                                                            200,000                  12,162,500
Total                                                                                                                 88,596,875

Household products (0.8%)
Procter & Gamble                                                                             420,000                  41,685,000

Industrial equipment & services (0.8%)
Illinois Tool Works                                                                          500,000                  38,968,750

Insurance (1.3%)
American General                                                                             250,000                  17,750,000
American Intl Group                                                                          350,000                  32,440,625
Travelers Property Casualty Cl A                                                             400,000                  14,200,000
Total                                                                                                                 64,390,625

Leisure time & entertainment (1.8%)
Disney (Walt)                                                                                800,000                  22,200,000
Premier Parks                                                                                350,000(b)               11,462,500
Time Warner                                                                                1,000,000                  59,312,500
Total                                                                                                                 92,975,000

Media (1.5%)
Cox Communications Cl A                                                                        1,000(b)                   37,188
Infinity Broadcasting Cl A                                                                   800,000(b,d)             21,650,000
MediaOne Group                                                                               600,000(b)               39,450,000
TeleWest Communications                                                                    3,520,000(b,c)             13,689,280
Total                                                                                                                 74,826,468

Multi-industry conglomerates (5.8%)
Cendant                                                                                    2,050,000(b)               36,771,875
Century Business Services                                                                    800,000(b)               10,350,000
General Electric                                                                           1,185,000                 133,090,312
Tyco Intl                                                                                  1,100,625(c)              111,507,070
Total                                                                                                                291,719,257

Paper & packaging (0.3%)
Intl Paper                                                                                   280,000                  13,177,500

Restaurants & lodging (0.5%)
Extended Stay America                                                                      2,200,000(b)               19,800,000
Florida Panthers Holdings                                                                    575,000(b)                5,714,063
Total                                                                                                                 25,514,063

Retail (4.2%)
AutoNation                                                                                   700,000(b)                9,056,250
Dollar General                                                                               675,000                  17,550,000
Gap                                                                                          200,000                   7,825,000
Home Depot                                                                                 1,475,000                  90,159,375
Safeway                                                                                      500,000(b)               23,281,250
Wal-Mart Stores                                                                            1,500,000                  66,468,750
Total                                                                                                                214,340,625

Utilities -- electric (0.4%)
Carolina Power & Light                                                                       500,000                  18,187,500

Utilities -- telephone (3.2%)
BCE                                                                                          325,000(c)               15,193,750
Intermedia Communications                                                                      2,167(b)                   56,342
MCI WorldCom                                                                               1,325,000(b)              100,368,750
U S WEST Communications Group                                                                200,000                  10,450,000
Vodafone AirTouch ADR                                                                        180,000(c,d)             36,101,250
Total                                                                                                                162,170,092

Total common stocks
(Cost: $1,966,853,998)                                                                                            $3,163,009,145

Preferred stocks & other (1.2%)
Issuer                                                                                        Shares                     Value(a)

Adelphia Communications
   5.50% Cv Series D                                                                           6,675                  $1,228,200
Allegiance Telecom
   Warrants                                                                                    2,450                     171,500
American Mobile Satellite
   Warrants                                                                                    2,000(j)                   80,000
Bell Technology
   Warrants                                                                                    5,000                     550,000
CMS Energy                                                                                    32,800                   1,324,300
   8.75%
Coastal
   5.58% Cv                                                                                   57,200                   1,569,425
Coltec Capital
   5.25% Cv                                                                                   26,900(j)                1,254,213
Concentric Network
   13.50% Pay-in-kind Series B                                                                 1,100(f)                1,012,000
Cox Communications
   7.00% Cm Cv                                                                               200,000                  10,525,000
CVS
   6.00% Cv                                                                                    7,215                     550,144
Federal-Mogul Finance Trust
   7.00% Cm Cv                                                                                23,650                   1,244,581
Georgia-Pacific Group                                                                         26,000                   1,179,750
   7.50% Cv
Globalstar Telecommunications
   8.00% Cv                                                                                  150,000(j)                9,412,500
Global TeleSystems Group
   7.25% Cv                                                                                   19,400(j)                1,086,400
   7.25% Cv                                                                                    2,300                     128,800
Hercules Trust
   6.50% Cm Cv                                                                                 1,270                   1,167,613
Houston Inds
   7.00% Cv ACES                                                                               5,500(o)                  566,500
Intermedia Communications                                                                     89,000                   1,935,750
   7.00% Cm Cv Series F
Kerr-McGee
   5.50% Cv                                                                                   18,400                     673,900
KMC Telecom Holdings
   Warrants                                                                                    2,800                       7,000
Loral Space & Communications
   6.00% Cv                                                                                  225,000(j)               11,531,249
Mexico Value
   Rights                                                                                      1,000(c,e)                      --
Newell Financial Trust
   5.25% Cm Cv                                                                                 5,000(j)                  250,000
   5.25% Cm Cv                                                                                20,000                   1,000,000
Pinto Totta Intl Finance
   7.77% Cm                                                                                    5,000(c,j)              4,734,375
Primus Telecommunications
   Warrants                                                                                    2,300                      46,000
SkyTel Communications                                                                         32,600                   1,234,725
   2.25% Cv
Sinclair Capital
   11.63% Cm                                                                                  30,000                   3,037,500
Suiza Capital
   5.50% Cv                                                                                   57,750                   1,876,875
Unifi Communications
   Warrants                                                                                    2,000                          20
Wendys Financing
   5.00% Cm Cv Series A                                                                       21,000                   1,249,500

Total preferred stocks & other
(Cost: $57,711,281)                                                                                                  $60,627,820


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Bonds (31.9%)
Issuer                                                              Coupon                 Principal                    Value(a)
                                                                     rate                    amount

Government obligations (8.5%)
Govt of Algeria
   (U.S. Dollar)
<S>                                                                    <C>                  <C>                         <C>
      03-04-00                                                         7.06%                $363,636(c)                 $346,364
Govt of Russia
   (Russian Ruble)
      12-15-20                                                         6.63               13,600,000(b,c)              1,500,896
   (U.S. Dollar)
      12-29-49                                                         6.63                  314,112(b,c)                 45,282
Govt Trust Certs Israel
      11-15-01                                                         9.25                1,409,158                   1,428,265
People's Republic of China
   (U.S. Dollar)
      07-03-01                                                         7.38                2,000,000(c)                2,012,600
      01-15-96                                                         9.00                2,500,000(c)                2,286,079
Resolution Funding Corp
   Zero Coupon
      07-15-20                                                         6.56                5,000,000(k)                1,250,841
U.S. Treasury
      01-31-00                                                         5.38               25,000,000                  25,012,185
      02-15-00                                                         8.50               20,000,000                  20,284,476
      03-31-01                                                         6.38               61,000,000(d)               61,591,560
      05-31-01                                                         6.50               10,000,000                  10,123,415
      06-30-03                                                         5.38               40,000,000(d)               39,259,304
      08-15-03                                                         5.75               43,300,000(d)               43,018,550
      02-15-04                                                         5.88               12,500,000                  12,472,984
      02-15-06                                                         5.63               20,000,000(d)               19,477,924
      10-15-06                                                         6.50               21,000,000                  21,368,424
      05-15-08                                                         5.63               50,000,000(d)               48,278,510
      11-15-16                                                         7.50               62,000,000(d)               68,424,069
      08-15-22                                                         7.25                1,000,000                   1,095,096
      08-15-23                                                         6.25                2,000,000                   1,963,000
      11-15-24                                                         7.50                2,500,000                   2,834,667
   TIPS
      07-15-02                                                         3.63               10,000,000(h)               10,281,830
   Zero Coupon
      05-15-05                                                         6.46               18,000,000(k)               12,706,409
      11-15-21                                                         6.26               35,000,000(k)                8,367,065
United Mexican States
   (U.S. Dollar)
      03-12-08                                                         8.63                4,250,000(c)                3,910,000
      05-15-26                                                        11.50                3,750,000(c)                4,078,125
   (U.S. Dollar) Series A
      12-31-19                                                         6.25                4,000,000(c)                2,857,520
Total                                                                                                                426,275,440

Mortgage-backed securities (6.6%)
Federal Home Loan Mtge Corp
      08-01-24                                                         8.00                2,232,877                   2,266,370
      11-01-25                                                         6.50                6,314,116                   6,000,368
Federal Natl Mtge Assn
      02-13-04                                                         5.13               11,625,000                  10,968,308
      05-14-04                                                         5.63               40,000,000(d)               38,440,609
      01-01-09                                                         5.50               17,792,242                  16,685,743
      06-01-10                                                         6.50                5,902,693                   5,768,052
      08-01-11                                                         8.50                4,205,032                   4,387,254
      04-01-13                                                         6.00               14,866,849                  14,163,148
      05-01-13                                                         6.00               10,685,150                  10,182,069
      09-01-13                                                         6.00                4,444,116                   4,234,877
      04-01-22                                                         8.00                2,103,496                   2,137,678
      04-01-23                                                         8.50                2,670,755                   2,763,404
      05-01-23                                                         6.50                1,748,164                   1,667,853
      05-01-24                                                         6.00                4,882,706                   4,522,607
      06-01-24                                                         9.00                1,550,997                   1,632,424
      02-01-25                                                         8.50                1,335,164                   1,377,301
      05-01-25                                                         8.50                1,496,956                   1,542,793
      09-01-25                                                         6.50                3,976,936                   3,776,856
      11-01-25                                                         7.50                4,109,453                   4,082,495
      02-01-26                                                         7.00                5,766,165                   5,602,175
      07-01-26                                                         7.50                3,911,199                   3,884,290
      02-01-27                                                         7.50                4,327,485                   4,297,712
      03-01-28                                                         6.00               13,956,958                  12,822,955
      04-01-28                                                         6.00               18,251,972                  16,794,748
      10-01-28                                                         6.00               19,094,265                  17,542,856
      10-01-28                                                         7.00               18,849,460                  18,307,538
      11-01-28                                                         6.00               26,458,313                  24,308,575
      03-01-29                                                         6.50               34,732,951                  32,868,561
      05-01-29                                                         6.50               19,771,465                  18,702,620
   Collateralized Mtge Obligation
   Trust Series Z
      02-25-24                                                         6.00                8,297,462(i)                7,126,773
Govt Natl Mtge Assn
      12-01-08                                                         7.00               10,333,331                  10,281,665
      05-15-24                                                         7.00               16,515,971                  16,061,781
Merrill Lynch Mtge Investors
      06-15-21                                                         7.74                  953,595(j,m)                872,837
   Series 1996-C2 Cl D
      12-21-28                                                         6.96                7,500,000                   6,923,175
Total                                                                                                                332,998,470

Aerospace & defense (0.2%)
BE Aerospace
   Sr Sub Nts Series B
      02-01-06                                                         9.88                2,500,000                   2,540,625
Kellstrom Inds
   Cv Sub Nts
      10-15-02                                                         5.75                1,750,000(d)                1,268,750
L-3 Communications
   Sr Sub Nts Series B
      05-01-07                                                        10.38                  690,000                     722,775
Newport News Shipbuilding
   Sr Nts
      12-01-06                                                         8.63                1,000,000                   1,030,000
Northrop-Grumman
      03-01-06                                                         7.00                3,750,000                   3,649,345
Total                                                                                                                  9,211,495

Airlines (0.2%)
Continental Airlines
   Series 1974B
      01-02-17                                                         6.90                4,945,629                   4,672,433
   Series 1996A
      04-15-15                                                         6.94                4,745,693                   4,595,064
Total                                                                                                                  9,267,497

Automotive & related (0.1%)
Arvin Capital
   Company Guaranty
      02-01-27                                                         9.50                3,000,000                   3,034,793
Exide
   Cv Sr Sub Nts
      12-15-05                                                         2.90                2,434,000(j)                1,385,993
Mascotech
   Cv Sub Deb
      12-15-03                                                         4.50                  980,000                     798,700
MSX Intl
   Company Guaranty
      01-15-08                                                        11.38                1,485,000                   1,447,875
Total                                                                                                                  6,667,361

Banks and savings & loans (1.3%)
Banco General
   (U.S. Dollar)
      08-01-02                                                         7.70                3,750,000(c,j)              3,528,166
Bank of Singapore
   (U.S. Dollar) Sub Nts
      08-10-09                                                         7.88                7,100,000(c,j)              7,020,260
Capital One Bank
      05-15-08                                                         6.70                5,300,000                   4,910,667
Corp Andina de Fomento
   (U.S. Dollar)
      02-01-03                                                         7.10                5,200,000(c)                5,038,177
Cullen/Frost Capital
   Series A
      02-01-27                                                         8.42                3,200,000                   3,136,304
Dao Heng Bank
   (U.S. Dollar) Sub Nts
      01-24-07                                                         7.75                3,850,000(c,j)              3,397,625
Firstar Capital
   Company Guaranty Series B
      12-15-26                                                         8.32                1,800,000                   1,741,403
Greenpoint Capital
   Company Guaranty
      06-01-27                                                         9.10                2,000,000                   1,940,639
Morgan (JP)
   Sr Sub Medium-term Nts Series A
      02-15-12                                                         4.00                5,000,000(m)                4,434,750
Norwest
   Sr Medium-term Nts Series G
      09-15-02                                                         6.38                5,800,000                   5,761,332
Provident Trust
   Company Guaranty
      04-15-28                                                         8.29                5,500,000                   5,428,108
Union Planters Bank
   Sub Nts
      03-15-18                                                         6.50               10,000,000                   9,276,714
Union Planters Capital
   Company Guaranty
      12-15-26                                                         8.20                5,000,000                   4,685,662
Washington Mutual Capital
   Company Guaranty
      06-01-27                                                         8.38                2,900,000                   2,873,158
Total                                                                                                                 63,172,965

Building materials & construction (0.3%)
Foster Wheeler
      11-15-05                                                         6.75                6,100,000                   5,420,759
Southdown
   Sr Sub Nts Series B
      03-01-06                                                        10.00                1,400,000                   1,529,500
Tyco Intl Group
   (U.S. Dollar) Company Guaranty
      06-15-28                                                         7.00                8,000,000(c)                7,243,620
Total                                                                                                                 14,193,879

Chemicals (0.3%)
Allied Waste North America
   Company Guaranty Series B
      01-01-09                                                         7.88                2,825,000                   2,570,750
Lyondell Chemical
   Series A
      05-01-07                                                         9.63                1,500,000                   1,522,500
Rohm & Haas
      07-15-29                                                         7.85                6,000,000(j)                6,082,604
USA Waste Services
   Sr Nts
      10-01-07                                                         7.13                4,500,000                   4,099,212
Total                                                                                                                 14,275,066

Commercial finance (--%)
Netia Holdings
   (U.S. Dollar) Company Guaranty Series B
      11-01-07                                                        10.25                1,600,000(c)                1,402,000

Communications equipment & services (0.6%)
Celcaribe
   Sr Nts
      03-15-04                                                        13.50                1,450,000                   1,167,250
EchoStar DBS
   Sr Nts
      02-01-09                                                         9.38                2,460,000(j)                2,460,000
GST Telecom/GST Network Funding
   Zero Coupon Sr Disc Nts
      05-01-03                                                        10.50                2,000,000(j,l)              1,140,000
Jordan Telecommunications Products
   Sr Nts Series B
      08-01-07                                                         9.88                4,600,000                   4,439,000
   Zero Coupon Sr Disc Nts Series B
      08-01-00                                                        12.68                2,000,000(l)                1,697,500
KMC Telecom Holdings
   Zero Coupon Sr Disc Nts
      02-15-03                                                        12.68                2,800,000(l)                1,484,000
MJD Communications
   Sr Sub Nts Series B
      05-01-08                                                         9.50                1,000,000                   1,000,000
NTL
   Zero Coupon Sr Nts Series B
      04-01-03                                                         9.78                3,825,000(l)                2,524,500
PhoneTel Technologies
   Sr Nts
      12-15-06                                                        12.00                3,000,000(b)                  750,000
RCN
   Zero Coupon Sr Disc Nts Series B
      02-15-03                                                         9.80                2,400,000(l)                1,494,000
Triton Communications
   Zero Coupon Company Guaranty
      05-01-03                                                        10.86                4,000,000(l)                2,740,000
Versatel Telecom
   (U.S. Dollar) Sr Nts
      05-15-08                                                        13.25                2,700,000(c)                2,700,000
Vialog
   Company Guaranty
      11-15-01                                                        12.75                5,000,000                   4,043,750
WorldCom
      04-01-07                                                         7.75                4,000,000                   4,131,125
Total                                                                                                                 31,771,125

Computers & office equipment (0.2%)
Cooperative Computing
   Sr Sub Nts
      02-01-08                                                         9.00                2,000,000                   1,747,500
Data General
   Cv Sub Nts
      05-15-04                                                         6.00                  690,000                     683,100
Globix
   Sr Nts
      05-01-05                                                        13.00                5,000,000                   4,500,000
Silicon Graphics
   Cv Sr Nts
      09-01-04                                                         5.25                1,270,000                   1,003,300
Solectron
   Cv Sub Nts
      01-27-19                                                         4.00                2,229,000                   1,418,201
Total                                                                                                                  9,352,101

Electronics (0.3%)
Credence Systems
   Cv Sub Nts
      09-15-02                                                         5.25                2,086,000                   1,960,548
Cymer
   Cv Sub Nts
      08-06-04                                                         3.50                2,080,000(m)                2,022,945
Hyundai Semiconductor
   (U.S. Dollar) Sr Nts
      05-15-07                                                         8.63                4,000,000(c,j)              3,179,369
Integrated Process Equipment
   Cv Sub Nts
      09-15-04                                                         6.25                1,600,000(j)                1,130,000
Kent Electronics
   Cv Sub Nts
      09-01-04                                                         4.50                1,550,000                   1,224,500
Micron Technology
   Cv Sub Nts
      07-01-04                                                         7.00                1,080,000                   1,367,550
NatSteel Electronics
   Cv
      06-30-04                                                         1.50                  605,000(j)                  688,188
S3
   Cv Sub Nts
      10-01-03                                                         5.75                1,465,000                   1,292,863
STMicroelectronics
   (U.S. Dollar) Zero Coupon Cv Sub Nts
      06-10-08                                                          .50                  464,000(c,k)                587,944
Total                                                                                                                 13,453,907

Energy (0.6%)
Devon Energy
   Cv Deb
      08-15-08                                                         4.90                1,275,000                   1,268,625
ESI Tractebel
   Company Guaranty Series B
      12-30-11                                                         7.99                1,250,000                   1,112,238
Honam Oil Refinery
   (U.S. Dollar)
      10-15-05                                                         7.13                5,750,000(c,j)              5,268,072
Lodestar Holdings
   Company Guaranty
      05-15-05                                                        11.50                5,000,000                   4,200,000
Parker & Parsley Petroleum
   Sr Nts
      08-15-07                                                         8.25                4,200,000                   3,665,911
Roil
   (U.S. Dollar)
      12-05-02                                                        12.78                3,880,000(c,j)              2,444,400
USX
      03-01-08                                                         6.85               12,000,000                  11,372,478
Total                                                                                                                 29,331,724

Energy equipment & services (0.2%)
DI Inds
   Sr Nts
      07-01-07                                                         8.88                1,500,000                   1,342,500
Diamond Offshore Drilling
   Cv Sub Nts
      02-15-07                                                         3.75                1,035,000                   1,177,313
Global Marine
      09-01-07                                                         7.13                4,500,000                   4,260,546
Northern Offshore
   (U.S. Dollar) Company Guaranty Series B
      05-15-05                                                        10.00                2,000,000(c)                1,220,000
Pool Energy Services
   Company Guaranty Series B
      04-01-08                                                         8.63                1,000,000                     975,000
Seacor Holdings
   Cv Sub Nts
      11-15-06                                                         5.38                1,000,000                     978,750
Total                                                                                                                  9,954,109

Financial services (0.8%)
Airplanes GPA Cl D
   (U.S. Dollar) Series 1
      03-15-19                                                        10.88                1,750,000(c)                1,668,065
Arcadia Financial
   Sr Nts
      03-15-07                                                        11.50                1,575,000                   1,370,250
Associates Corp of North America
   Sr Nts
      10-15-02                                                         6.38               10,000,000                   9,881,465
Bat-CRAVE-800
      08-12-00                                                         6.68                5,000,000(j)                5,013,232
      08-12-00                                                         6.86                3,000,000                   3,007,920
Countrywide Home Loan
   Company Guaranty
      06-15-04                                                         6.85                8,000,000                   7,869,600
Hoechst Capital
   (European Monetary Unit) Company Guaranty
      07-29-03                                                         2.75                1,700,000(c,j)              1,888,261
Salomon
   Sr Nts
      01-15-06                                                         6.75                4,000,000                   3,845,927
Standard Credit Card Trust
   Series A
      10-07-04                                                         5.95                3,000,000                   2,911,380
Wilmington Trust
      05-01-08                                                         6.63                3,200,000                   3,019,667
Total                                                                                                                 40,475,767

Food (0.1%)
Ameriserve Food Distributions
   Company Guaranty
      10-15-06                                                         8.88%               1,000,000                     860,000
      07-15-07                                                        10.13                1,750,000                   1,303,750
Daya Guna
   (U.S. Dollar) Company Guaranty
      06-01-07                                                        10.00                1,200,000(c,j)                852,000
Total                                                                                                                  3,015,750

Furniture & appliances (--%)
Interface
   Sr Sub Nts Series B
      11-15-05                                                         9.50                1,500,000                   1,503,750
Simmons
   Sr Sub Nts
      03-15-09                                                        10.25                  600,000(j)                  594,000
Total                                                                                                                  2,097,750

Health care (0.1%)
Alaris Medical Systems
   Company Guaranty
      12-01-06                                                         9.75                3,600,000                   3,419,999
Centocor
   Cv Sub Deb
      02-15-05                                                         4.75                  505,000                     670,388
Watson Pharmaceuticals
   Sr Nts
      05-15-08                                                         7.13                2,550,000                   2,423,840
Total                                                                                                                  6,514,227

Health care services (0.6%)
Abbey Healthcare Group
   Sr Sub Nts
      11-01-02                                                         9.50                2,000,000                   1,970,000
Fountain View
   Company Guaranty Series B
      04-15-08                                                        11.25                2,150,000                   1,763,000
Magellan Health Services
   Sr Sub Nts
      02-15-08                                                         9.00                2,000,000                   1,710,000
Manor Care
   Sr Nts
      06-15-06                                                         7.50                6,000,000                   5,942,677
Novacare
   Cv Sub Deb
      01-15-00                                                         5.50                1,475,000                   1,307,219
Omnicare
   Cv
      12-01-07                                                         5.00                2,740,000                   1,876,900
Owens & Minor
   Company Guaranty Sr Sub Nts
      06-01-06                                                        10.88                1,200,000                   1,254,000
Oxford Health Plans
   Sr Nts
      05-15-05                                                        11.00                1,125,000(j)                1,125,000
Paracelsus Healthcare
   Sr Sub Nts
      08-15-06                                                        10.00                1,000,000                     785,000
Physician Sales & Service
   Company Guaranty
      10-01-07                                                         8.50                1,050,000                   1,060,500
Sunrise Assisted Living
   Cv Sub Nts
      06-15-02                                                         5.50                1,300,000                   1,196,000
Tenet Healthcare
   Sr Nts
      12-01-03                                                         8.63                2,500,000                   2,464,352
   Sr Sub Nts Series B
      12-01-08                                                         8.13                6,300,000                   5,874,750
Total                                                                                                                 28,329,398

Household products (0.1%)
Chattem
   Company Guaranty Series B
      04-01-08                                                         8.88                2,200,000                   2,112,000
Revlon Consumer Products
   Sr Nts
      02-01-06                                                         8.13                3,750,000                   3,337,500
Scotts
   Sr Sub Nts
      01-15-09                                                         8.63                1,050,000(j)                1,018,500
Total                                                                                                                  6,468,000

Industrial equipment & services (0.2%)
AGCO
   Sr Sub Nts
      03-15-06                                                         8.50                  800,000                     753,000
Case
      08-01-05                                                         7.25                5,000,000                   4,836,926
Terex
   Company Guaranty
      04-01-08                                                         8.88                2,100,000                   1,974,000
Thermadyne Mfg
   Company Guaranty
      06-01-08                                                         9.88                5,000,000                   4,150,000
Total                                                                                                                 11,713,926

Insurance (1.4%)
American General Institute Capital
   Company Guaranty Series A
      12-01-45                                                         7.57               14,350,000(j)               13,629,838
Americo Life
   Sr Sub Nts
      06-01-05                                                         9.25                1,600,000                   1,630,000
Arkwright CSN Trust
      08-15-26                                                         9.63                3,000,000(j)                3,147,695
Conseco Financing Trust
   Company Guaranty
      11-15-26                                                         8.70                3,800,000                   3,511,595
Executive Risk Capital
   Company Guaranty Series B
      02-01-27                                                         8.68                3,000,000                   3,013,700
Florida Windstorm
   (MBIA Insured)
      02-25-19                                                         7.13                7,500,000(g,j)              7,039,628
Metropolitan Life Insurance
      11-01-25                                                         7.80                6,900,000(j)                6,793,802
Minnesota Mutual Life
      09-15-25                                                         8.25                2,700,000(j)                2,849,997
Nationwide CSN Trust
      02-15-25                                                         9.88                9,000,000(j)                9,733,316
New England Mutual
      02-15-24                                                         7.88                2,000,000(j)                2,053,795
Principal Mutual
      03-01-44                                                         8.00                2,500,000(j)                2,417,724
SAFECO Capital
   Company Guaranty
      07-15-37                                                         8.07                5,000,000                   4,536,312
SunAmerica
      08-30-05                                                         7.34                5,000,000                   5,111,346
Zurich Capital
   (U.S. Dollar) Company Guaranty
      06-01-37                                                         8.38                3,750,000(c,j)              3,790,648
Total                                                                                                                 69,259,396

Leisure time & entertainment (0.6%)
AMC Entertainment
   Sr Sub Nts
      03-15-09                                                         9.50                2,000,000                   1,700,000
Coast Hotels & Casino
   Company Guaranty
      04-01-09                                                         9.50                  905,000                     866,538
Hollywood Park
   Company Guaranty Series B
      02-15-07                                                         9.25                1,875,000                   1,837,500
Horseshoe Gaming Holdings
   Sr Sub Nts
      05-15-09                                                         8.63                2,000,000(j)                1,935,000
Lodgenet Entertainment
   Sr Nts
      12-15-06                                                        10.25                2,000,000                   2,030,000
Premier Parks
   Sr Nts
      04-01-06                                                         9.25                1,250,000                   1,212,500
   Zero Coupon Sr Disc Nts
      04-01-03                                                        10.00                3,000,000(l)                1,972,500
Regal Cinemas
   Sr Sub Nts
      06-01-08                                                         9.50                3,000,000                   2,100,000
Riviera Holdings
   Company Guaranty
      08-15-04                                                        10.00                2,250,000                   2,025,000
Time Warner
      02-01-24                                                         7.57                5,900,000                   5,690,096
   Sr Nts
      01-15-28                                                         6.95                5,000,000                   4,449,489
Trump Atlantic City Assn/Funding
   1st Mtge Company Guaranty
      05-01-06                                                        11.25                1,000,000                     860,000
United Artists Theatres
   Series 1995A
      07-01-15                                                         9.30                1,867,317                   1,315,562
Venetian Casino/LV Sands
   Company Guaranty
      11-15-04                                                        12.25                2,410,000                   2,181,050
Total                                                                                                                 30,175,235

Media (1.9%)
Adelphia Communications
   Sr Nts Series B
      02-01-08                                                         8.38                3,000,000                   2,805,000
AMFM
   Company Guaranty
      11-01-08                                                         8.00                3,000,000                   2,880,000
Antenna TV
      08-01-07                                                         9.00                3,000,000                   2,670,000
CBS
   Sr Nts
      05-20-05                                                         7.15                5,000,000                   4,919,064
Central Euro Media
   (U.S. Dollar) Sr Nts
      08-15-04                                                         9.38                3,675,000(c)                2,021,250
Comcast Cable Communications
      11-15-08                                                         6.20                6,100,000                   5,548,717
Cox Communications
      11-15-15                                                         7.25                5,000,000                   4,649,120
      06-15-25                                                         7.63                5,000,000                   4,702,753
Cox Enterprises
      06-15-09                                                         7.38               10,000,000(j)                9,844,965
CSC Holdings
   Sr Nts
      07-15-08                                                         7.25                5,000,000                   4,635,949
   Sr Sub Nts
      11-01-05                                                         9.25                2,000,000                   2,105,000
Globo Communicacoes Participacoes
   (U.S. Dollar) Sr Nts
      12-05-08                                                        10.63                5,000,000(c,j)              3,612,500
Golden Sky Systems
   Company Guaranty Series B
      08-01-06                                                        12.38                1,500,000                   1,640,625
Interpublic Group
   Cv Sub Nts
      06-01-06                                                         1.87                  600,000(j)                  555,000
Lamar Media
   Company Guaranty
      12-01-06                                                         9.63                1,100,000                   1,122,000
MDC Communications
   (U.S. Dollar) Sr Sub Nts
      12-01-06                                                        10.50                1,350,000(c)                1,373,625
Outdoor Systems
   Company Guaranty
      10-15-06                                                         9.38                2,500,000                   2,631,250
      06-15-07                                                         8.88               10,000,000                  10,325,000
Rogers Cablesystems
   (Canadian Dollar)
      01-15-14                                                         6.56                5,000,000(c)                3,568,563
Susquehanna Media
   Sr Sub Nts
      05-15-09                                                         8.50                  960,000(j)                  940,800
TCI Communications
      08-01-15                                                         8.75                3,850,000                   4,319,281
   Sr Nts
      02-15-28                                                         7.13                1,300,000                   1,224,063
Tele-Communications
      02-15-23                                                         8.75                3,500,000                   3,668,754
Telewest Communication
   (British Pound) Cv
      02-19-07                                                         5.25                  805,000(c,j)              1,230,253
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      04-15-04                                                         9.25                1,600,000(c,j,l)              976,000
Time Warner Entertainment
   Sr Nts
      07-15-33                                                         8.38               10,000,000                  10,507,055
Total                                                                                                                 94,476,587

Metals (0.2%)
Imexsa Export Trust
   (U.S. Dollar)
      05-31-03                                                        10.13                2,513,628(c,j,l)            2,375,378
Natl Steel
   1st Mtge Series D
      03-01-09                                                         9.88                1,625,000                   1,641,250
Ormet
   Company Guaranty
      08-15-08                                                        11.00                2,700,000(j)                2,635,875
P & L Coal Holdings
   Company Guaranty Series B
      05-15-08                                                         8.88                3,000,000                   2,970,000
Pen Holdings
   Company Guaranty Series B
      06-15-08                                                         9.88                3,000,000                   2,865,000
Total                                                                                                                 12,487,503

Miscellaneous (1.2%)
Adams Outdoor Advertising
   Sr Nts
      03-15-06                                                        10.75                2,000,000                   2,080,000
Advanced Glassfiber Yarn
   Sr Sub Nts
      01-15-09                                                         9.88                2,130,000                   2,047,463
Alliance Imaging
   Sr Sub Nts
      12-15-05                                                         9.63                2,000,000                   1,960,000
Bistro Trust
   Sub Nts
      12-31-02                                                         9.50               12,000,000(j)               11,379,599
Continucare
   Cv Sr Sub Nts
      10-31-02                                                         8.00                1,000,000(j)                   45,000
Delphes 2
   (U.S. Dollar)
      05-05-09                                                         7.75                9,000,000(c,j)              8,460,000
Dura Operating
   Sr Sub Nts
      05-01-09                                                         9.00                  675,000(j)                  648,000
First Empire Capital
   Company Guaranty
      02-01-27                                                         8.23                4,000,000                   3,882,982
Great Central Mines
   (U.S. Dollar) Sr Nts
      04-01-08                                                         8.88                2,500,000(c)                2,250,000
Guangdong Enterprises
   (U.S. Dollar) Sr Nts
      05-22-07                                                         8.88                4,000,000(b,c,j)            1,060,000
ISG Resources
      04-15-08                                                        10.00                2,760,000                   2,739,300
Jasmine Submarine Telecom
   (U.S. Dollar) Sr Nts
      05-30-11                                                         8.48                  847,855(c,j)                657,068
Jorgensen (Earle M)
   Sr Nts
      04-01-05                                                         9.50                1,225,000                   1,145,375
KPNQwest
   (U.S. Dollar) Sr Nts
      06-01-09                                                         8.13                5,000,000(c,j)              4,762,500
Murrin Murrin Holdings
   (U.S. Dollar) Sr Nts
      08-31-07                                                         9.38                1,000,000(c)                  902,500
Network Associates
   Zero Coupon Cv Sub Deb
      02-13-18                                                         3.24                5,900,000(k)                1,814,250
Norcal Waste Systems
   Company Guaranty Series B
      11-15-05                                                        13.50                2,000,000                   2,180,000
NSM Steel
   Company Guaranty
      02-01-06                                                        12.00                2,050,000(b)                  553,500
Oshkosh Truck
   Company Guaranty
      03-01-08                                                         8.75                3,000,000                   2,988,750
Outsourcing Solutions
   Sr Sub Nts Series B
      11-01-06                                                        11.00                1,125,000                   1,102,500
Pierce Leahy Command
   Company Guaranty
      05-15-08                                                         8.13                4,050,000                   3,776,625
SC Intl
      09-01-07                                                         9.25                1,950,000                   1,930,500
Stellex Inds
   Sr Sub Nts Series B
      11-01-07                                                         9.50                1,350,000                   1,039,500
Vesta Capital
      01-15-27                                                         8.52                5,000,000(b,j)              3,073,565
Total                                                                                                                 62,478,977

Multi-industry conglomerates (0.8%)
Coltec Inds
   Company Guaranty
      04-15-08                                                         7.50                5,000,000                   5,093,750
Hutchison Whampoa Finance
   (U.S. Dollar) Company Guaranty
      08-01-27                                                         7.50                1,250,000(c,j)              1,051,672
   (U.S. Dollar) Company Guaranty Series B
      08-01-17                                                         7.45                1,275,000(c,j)              1,097,620
Interim Services
   Cv Sub Nts
      06-01-05                                                         4.50                2,250,000                   1,845,000
Jordan Inds
   Sr Nts Series D
      08-01-07                                                        10.38                6,080,000                   5,958,400
Metamor Worldwide
   Cv Sub Nts
      08-15-04                                                         2.94                2,620,000                   1,824,175
Packaged Ice
   Company Guaranty Series B
      02-01-05                                                         9.75                6,300,000                   6,000,750
Personnel Group of America
   Cv Sub Nts
      07-01-04                                                         5.75                1,500,000                   1,196,250
Pierce Leahy
   Sr Sub Nts
      07-15-06                                                        11.13                  812,000                     881,020
Prime Succession
   Sr Sub Nts
      08-15-04                                                        10.75                  980,000                     812,175
USI American Holdings
   Sr Nts Series B
      12-01-06                                                         7.25                3,350,000                   3,243,522
Westinghouse Electric
      06-01-01                                                         8.88                9,750,000                   9,993,782
Total                                                                                                                 38,998,116

Paper & packaging (0.5%)
Ball
   Company Guaranty
      08-01-08                                                         8.25                1,750,000                   1,715,000
Gaylord Container
   Sr Nts
      06-15-07                                                         9.75                1,750,000                   1,627,500
   Sr Nts Series B
      06-15-07                                                         9.38                3,250,000                   2,957,500
Graham Packaging/GPC Capital
   Company Guaranty Series B
      01-15-08                                                         8.75                2,000,000                   1,900,000
Owens-Illinois
   Sr Nts
      05-15-07                                                         8.10                4,350,000                   4,237,947
Packaging Corp of America
   Sr Sub Nts
      04-01-09                                                         9.63                  745,000(j)                  752,450
Quno Corp
   (U.S. Dollar) Sr Nts
      05-15-05                                                         9.13                2,500,000(c)                2,612,500
Repap New Brunswick
   (U.S. Dollar) Sr Nts
      06-01-04                                                         9.00                1,200,000(c)                1,161,000
      04-15-05                                                        10.63                3,000,000(c)                2,610,000
Riverwood Intl
   Company Guaranty Sr Nts
      04-01-06                                                        10.25                2,000,000                   2,000,000
Silgan Holdings
      06-01-09                                                         9.00                1,650,000                   1,610,813
Total                                                                                                                 23,184,710

Restaurants & lodging (0.2%)
Domino's
   Company Guaranty Series B
      01-15-09                                                        10.38                1,950,000                   1,911,000
Extended Stay America
   Sr Sub Nts
      03-15-08                                                         9.15                4,000,000                   3,620,000
Signature Resorts
   Sr Nts
      05-15-06                                                         9.25                3,000,000                   2,880,000
Sunterra
   Cv Sub Nts
      01-15-07                                                         5.75                2,600,000                   1,855,750
Total                                                                                                                 10,266,750

Retail (0.3%)
Amazon.com
   Zero Coupon Sr Disc Nts
      05-01-03                                                        10.00                2,900,000(l)                1,957,500
Costco Companies
   Zero Coupon Cv Sub Nts
      08-19-17                                                         3.50                  625,000(k)                  550,781
Maxim Group
   Company Guaranty Series B
      10-15-07                                                         9.25                2,500,000(b)                2,125,000
Meyer (Fred)
   Company Guaranty
      03-01-08                                                         7.45                6,075,000                   6,044,860
Safeway
      11-15-03                                                         6.05                1,300,000                   1,247,825
Wal-Mart CRAVE Trust
      07-17-06                                                         7.00                3,867,732(j)                3,817,297
Total                                                                                                                 15,743,263

Textiles & apparel (0.1%)
Galey & Lord
   Company Guaranty
      03-01-08                                                         9.13                3,000,000                   1,500,000
Loomis Fargo
      01-15-04                                                        10.00                  500,000                     495,000
Steel Heddle Mfg
   Company Guaranty Series B
      06-01-08                                                        10.63                1,200,000                     660,000
Westpoint Stevens
   Sr Nts
      06-15-08                                                         7.88                3,250,000                   3,071,250
Total                                                                                                                  5,726,250

Transportation (0.4%)
Atlas Air Series C
      01-02-10                                                         8.01                9,373,999                   9,037,285
Enterprises Shipholding
   (U.S. Dollar) Sr Nts
      05-01-08                                                         8.88                3,095,000(c)                2,104,600
Greater Beijing First Expressways
   (U.S. Dollar) Sr Nts
      06-15-04                                                         9.25                5,120,000(c)                2,713,600
Hermes Europe RailTel
   (U.S. Dollar) Sr Nts
      01-15-09                                                        10.38                3,300,000(c)                3,300,000
Stena Line
   (U.S. Dollar) Sr Nts
      06-01-08                                                        10.63                1,000,000(c)                  750,000
Zhuhai Highway
   (U.S. Dollar) Sub Nts
      07-01-08                                                        11.50                5,000,000(c,j)              2,550,000
Total                                                                                                                 20,455,485

Utilities -- electric (1.4%)
Alabama Power
   1st Mtge
      12-01-24                                                         9.00                2,200,000                   2,350,232
Arizona Public Service
   1st Mtge Sale Lease-backed Obligation
      12-30-15                                                         8.00                3,600,000                   3,723,575
Cleveland Electric Illuminating
      07-01-04                                                         7.67                6,500,000                   6,566,294
   1st Mtge Series B
      05-15-05                                                         9.50                9,000,000                   9,500,261
CMS Energy
   Sr Nts
      05-15-02                                                         8.13                5,000,000                   4,992,478
      11-15-04                                                         7.63                2,500,000                   2,425,342
Connecticut Light & Power
   1st Mtge Series C
      06-01-02                                                         7.75                5,000,000                   5,059,123
El Paso Electric
   1st Mtge Series D
      02-01-06                                                         8.90                2,750,000                   3,018,125
Israel Electric
   (U.S. Dollar) Sr Nts
      12-15-06                                                         7.25                2,700,000(c)                2,605,932
Jersey Central Power & Light
   1st Mtge
      11-01-25                                                         6.75                7,200,000                   6,375,195
Korea Electric Power
   (U.S. Dollar)
      12-01-03                                                         6.38                4,000,000(c)                3,740,714
MidAmerican Energy Holdings
   Sr Nts
      09-15-06                                                         9.50                1,325,000                   1,457,500
Public Service Electric & Gas
   1st & Ref Mtge (AMBAC Insured)
      01-01-16                                                         6.75                2,600,000(g)                2,410,872
Salton Sea Funding
   Series C
      05-30-10                                                         7.84                1,325,000                   1,322,851
Sithe Independence Funding
   Series A
      12-30-13                                                         9.00                1,500,000                   1,587,809
Texas Utilities Electric
      08-01-07                                                         7.17                5,000,000                   4,921,400
TXU Electric Capital
   Company Guaranty
      01-30-37                                                         8.18                5,000,000                   4,773,547
Western Massachusetts Electric
   1st Mtge Series B
      07-01-01                                                         7.38                2,750,000                   2,779,655
Wisconsin Electric Power
      12-01-95                                                         6.88                2,800,000                   2,522,691
Total                                                                                                                 72,133,596

Utilities -- gas (0.3%)
Columbia Gas System
   Series E
      11-28-10                                                         7.32                7,000,000                   6,760,460
El Paso Energy
   Sr Nts
      07-15-01                                                         6.63                8,675,000(j)                8,661,336
      05-15-09                                                         6.75                1,900,000                   1,776,707
Total                                                                                                                 17,198,503

Utilities -- telephone (1.3%)
360 Communications
      04-01-09                                                         7.60                3,000,000                   3,063,046
Airtouch Communications
      05-01-08                                                         6.65               10,000,000                   9,611,536
Allegiance Telecom
   Zero Coupon Sr Disc Nts Series B
      02-15-03                                                        11.94                2,450,000(l)                1,531,250
AT&T Canada
   (U.S. Dollar) Sr Nts
      11-01-08                                                        10.63                1,200,000(c)                1,356,000
Bell Atlantic Financial Services
   Cv
      09-15-05                                                         4.25                1,151,000(j)                1,229,636
Call-Net Enterprises
   (U.S. Dollar) Sr Nts
      08-15-08                                                         8.00                1,750,000(c)                1,540,000
COLT Telecom Group
   (European Monetary Unit)
      03-29-06                                                         2.00                1,090,000(c,j)              1,222,239
Geotek Communications
   Cv Sr Sub Nts
      02-15-01                                                        12.00                1,655,000(b)                    2,069
Hyperion Telecommunications
   Sr Nts Series B
      09-01-04                                                        12.25                1,500,000                   1,575,000
Intermedia Communications
   Sr Nts Series B
      11-01-07                                                         8.88                1,000,000                     890,000
      06-01-08                                                         8.60                3,000,000                   2,655,000
McLeod USA
   Sr Nts
      03-15-08                                                         8.38                2,300,000                   2,144,750
      02-15-09                                                         8.13                2,250,000                   2,075,625
Metrocall
   Sr Sub Nts
      11-01-07                                                         9.75                1,000,000                     710,000
MetroNet Communications
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      06-15-03                                                         9.95                2,300,000(c,l)              1,759,500
NEXTLINK Communications
   Sr Nts
      11-15-08                                                        10.75                3,000,000                   3,030,000
Primus Telecommunications Group
   Sr Nts
      08-01-04                                                        11.75                2,300,000                   2,254,000
Qwest Communications Intl
   Sr Nts Series B
      11-01-08                                                         7.50                2,500,000                   2,427,371
RSL Communications
   (U.S. Dollar) Company Guaranty
      11-15-06                                                        12.25                3,000,000(c)                3,030,000
U S WEST Capital Funding
   Company Guaranty
      08-15-01                                                         6.88               20,000,000(j)               19,950,516
U S WEST Communications
      11-10-26                                                         7.20                5,000,000                   4,543,142
Total                                                                                                                 66,600,680

Total bonds
(Cost: $1,692,130,063)                                                                                            $1,609,127,008


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (6.8%)

Issuer                                                            Annualized                Amount                      Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government agencies (3.8%)
Federal Home Loan Bank Disc Nts
<S>                                                                    <C>               <C>                         <C>
      09-24-99                                                         5.03%             $25,000,000                 $24,920,139
      10-01-99                                                         5.09               25,000,000                  24,886,402
Federal Home Loan Mtge Corp Disc Nts
      09-02-99                                                         5.12                2,800,000                   2,799,493
      09-09-99                                                         5.06                6,300,000                   6,291,517
      09-16-99                                                         4.99               12,500,000                  12,474,167
      09-17-99                                                         5.06                6,500,000                   6,483,087
      09-20-99                                                         5.05               11,900,000                  11,868,472
      10-14-99                                                         5.20                8,300,000                   8,247,032
      10-14-99                                                         5.24                2,800,000                   2,782,575
Federal Natl Mtge Assn Disc Nts
      09-02-99                                                         5.06                  200,000                     199,962
      09-13-99                                                         5.06               11,900,000                  11,875,912
      09-14-99                                                         4.99               23,000,000                  22,951,906
      09-16-99                                                         5.05               21,200,000                  21,148,966
      09-21-99                                                         5.04               29,100,000                  29,005,508
      11-18-99                                                         5.31                8,100,000                   8,004,193
Total                                                                                                                193,939,331

Commercial paper (3.0%)
Becton Dickinson
      09-22-99                                                         5.22                8,400,000                   8,374,569
BMW US Capital
      09-23-99                                                         5.23                6,600,000                   6,579,027
      10-18-99                                                         5.23                8,700,000                   8,636,933
CAFCO
      09-21-99                                                         5.16                5,700,000(n)                5,682,545
      10-22-99                                                         5.37                5,000,000(n)                4,962,246
Clorox
      09-09-99                                                         5.15                7,600,000                   7,591,336
Falcon Asset
      09-01-99                                                         5.13                6,200,000(n)                6,200,000
Fleet Funding
      09-24-99                                                         5.27                1,900,000 (n)               1,893,627
Ford Motor Credit
      09-03-99                                                         5.33                5,000,000                   4,998,519
      10-18-99                                                         5.30                5,700,000                   5,660,857
GMAC
      09-14-99                                                         5.18               10,000,000                   9,981,403
Lucent Technologies
      10-04-99                                                         5.17               13,800,000                  13,730,495
Petrofina (Delaware)
      09-21-99                                                         5.13               19,600,000                  19,544,576
SBC Communications Capital
      10-13-99                                                         5.17                3,500,000(n)                3,477,189
      10-26-99                                                         5.20               20,100,000(n)               19,927,765
UBS Finance (Delaware)
      10-18-99                                                         5.30                3,000,000                   2,978,697
Variable Funding Capital
      09-14-99                                                         5.16               16,200,000(n)               16,167,745
Windmill Funding
      09-10-99                                                         5.16                4,600,000(n)                4,594,112
Total                                                                                                               $150,981,641

Total short-term securities
(Cost: $345,000,098)                                                                                                $344,920,972

Total investments in securities
(Cost: $4,061,695,440)(p)                                                                                         $5,177,684,945


See accompanying notes to investments in securities.
</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  Non-income  producing.  Items  identified  are 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.  As of Aug. 31,
1999, the value of foreign securities represented 8.90% of net assets.

(d)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(e) Negligible market value.

(f) Pay-in-kind  securities are securities in which the issuer makes interest or
dividend payments in cash or in additional  securities.  The securities  usually
have the same terms as the original holdings.

(g) The following  abbreviations are used in portfolio  descriptions to identify
the insurer of the issue:

AMBAC    --   American Municipal Bond Association Corporation
MBIA     --   Municipal Bond Investors Assurance

(h) U.S. Treasury inflation-protection securities (TIPS) are securities in which
the  principal  amount is adjusted for  inflation  and the  semiannual  interest
payments equal a fixed percentage of the inflation-adjusted principal amount.

(i) This security is a collateralized  mortgage obligation that pays no interest
or principal  during its initial accrual period until previous series within the
trust have been paid off. Interest is accrued at an effective yield;  similar to
a zero coupon bond.

(j)  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.

(k) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(l) 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.

(m) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1999.

(n) 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.

(o)  ACES  (Automatically  Convertible  Equity  Securities)  are  structured  as
convertible preferred securities.  Investors receive an enhanced yield but based
upon a specific formula,  potential appreciation is limited. ACES pay dividends,
have voting rights,  are noncallable for at least three years and upon maturity,
convert into shares of common stock.

(p) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$4,071,745,977 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                              $1,280,108,023
Unrealized depreciation                                (174,169,055)
                                                       ------------
Net unrealized appreciation                          $1,105,938,968

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- New Dimensions Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (91.5%)
Issuer                                                                                       Shares                     Value(a)

Aerospace & defense (1.1%)
<S>                                                                                          <C>                     <C>
AlliedSignal                                                                                 289,600                 $17,738,000
United Technologies                                                                          304,600                  20,141,675
Total                                                                                                                 37,879,675

Airlines (1.4%)
AMR                                                                                          304,700(b)               17,863,038
Southwest Airlines                                                                         1,829,550                  30,530,615
Total                                                                                                                 48,393,653

Automotive & related (0.6%)
Ford Motor                                                                                   396,900                  20,688,413

Banks and savings & loans (3.5%)
Bank of America                                                                              685,674                  41,483,277
State Street                                                                                 537,200                  32,164,850
Wells Fargo                                                                                1,219,500                  48,551,344
Total                                                                                                                122,199,471

Beverages & tobacco (0.5%)
Coca-Cola                                                                                    304,800                  18,230,850

Chemicals (0.2%)
Waste Management                                                                             397,200                   8,663,925

Communications equipment & services (3.7%)
Lucent Technologies                                                                          839,800                  53,799,688
Motorola                                                                                     411,600                  37,970,100
Tellabs                                                                                      681,600(b)               40,597,800
Total                                                                                                                132,367,588

Computers & office equipment (19.7%)
America Online                                                                               403,800(b)               36,871,988
BMC Software                                                                                 453,126(b)               24,383,843
Cisco Systems                                                                              2,438,100(b)              165,333,655
EMC                                                                                          913,700(b)               54,822,000
Hewlett-Packard                                                                              311,500                  32,824,313
Intl Business Machines                                                                     1,523,900                 189,820,793
Microsoft                                                                                  1,096,900(b)              101,531,806
Novell                                                                                     1,264,800(b)               29,959,950
Solectron                                                                                    624,400(b)               48,859,300
Sun Microsystems                                                                             152,600(b)               12,131,700
Total                                                                                                                696,539,348

Electronics (8.4%)
Applied Materials                                                                            304,400(b)               21,631,425
Corning                                                                                      259,100                  17,230,150
Intel                                                                                      1,066,400                  87,644,750
JDS Uniphase                                                                                 609,700(b)               64,666,306
Teradyne                                                                                     243,800(b)               16,593,638
Texas Instruments                                                                          1,097,200                  90,038,974
Total                                                                                                                297,805,243

Energy (2.2%)
Exxon                                                                                        427,100                  33,687,513
Mobil                                                                                        426,400                  43,652,700
Total                                                                                                                 77,340,213

Energy equipment & services (0.5%)
Halliburton                                                                                  396,400                  18,383,050

Financial services (5.9%)
Citigroup                                                                                  1,524,050                  67,724,972
Fannie Mae                                                                                   504,000                  31,311,000
Kansas City Southern Inds                                                                    410,100                  18,992,756
MBNA                                                                                       1,523,550                  37,612,641
Morgan Stanley, Dean Witter, Discover & Co                                                   454,090                  38,966,598
Schwab (Charles)                                                                             376,600                  14,875,700
Total                                                                                                                209,483,667

Health care (7.4%)
Bausch & Lomb                                                                                152,300                  10,061,319
Bristol-Myers Squibb                                                                         944,900                  66,497,337
Johnson & Johnson                                                                            177,700                  18,169,825
Medtronic                                                                                    457,000                  35,760,250
Merck & Co                                                                                   329,300                  22,124,844
Pfizer                                                                                     1,082,100                  40,849,274
Schering-Plough                                                                              694,300                  36,494,144
Warner-Lambert                                                                               457,400                  30,302,750
Total                                                                                                                260,259,743

Health care services (1.4%)
Cardinal Health                                                                              792,950                  50,550,563

Household products (0.6%)
Colgate-Palmolive                                                                            365,300                  19,543,550

Industrial equipment & services (0.7%)
Illinois Tool Works                                                                          335,600                  26,155,825

Insurance (1.7%)
ACE                                                                                          593,500(c)               12,723,156
American Intl Group                                                                          502,740                  46,597,714
Total                                                                                                                 59,320,870

Leisure time & entertainment (2.1%)
Time Warner                                                                                1,280,300                  75,937,794

Media (4.4%)
CBS                                                                                          914,440                  42,978,680
Clear Channel Communications                                                                 305,000(b)               21,369,063
Comcast Special Cl A                                                                         762,100                  24,863,513
Gannett                                                                                      960,086                  65,225,842
Total                                                                                                                154,437,098

Multi-industry conglomerates (5.6%)
General Electric                                                                           1,066,800                 119,814,975
Tyco Intl                                                                                    761,672(c)               77,166,895
Xerox                                                                                         54,400                   2,597,600
Total                                                                                                                199,579,470

Paper & packaging (0.7%)
Intl Paper                                                                                   518,300                  24,392,494

Restaurants & lodging (0.9%)
Marriott Intl Cl A                                                                           913,800                  31,297,650

Retail (10.7%)
Costco Wholesale                                                                             609,500(b)               45,560,125
CVS                                                                                          455,800                  19,001,163
Dayton Hudson                                                                                944,800                  54,798,400
Home Depot                                                                                   914,500                  55,898,812
Kroger                                                                                       815,700(b)               18,863,063
Safeway                                                                                    1,371,400(b)               63,855,812
Wal-Mart Stores                                                                            2,742,500                 121,527,030
Total                                                                                                                379,504,405

Utilities -- electric (0.8%)
CMS Energy                                                                                   543,900                  21,518,044
Duke Energy                                                                                   89,900                   5,169,250
Total                                                                                                                 26,687,294

Utilities -- gas (1.0%)
El Paso Energy                                                                               655,600                  23,970,375
Enron                                                                                        304,900                  12,767,688
Total                                                                                                                 36,738,063

Utilities -- telephone (5.8%)
AT&T                                                                                         380,700                  17,131,500
Bell Atlantic                                                                                152,400                   9,334,500
BellSouth                                                                                  1,218,600                  55,141,650
MCI WorldCom                                                                                 914,300(b)               69,258,225
U S WEST Communications Group                                                                608,600                  31,799,350
Vodafone AirTouch ADR                                                                        107,950(c,e)             21,650,722
Total                                                                                                                204,315,947

Total common stocks
(Cost: $2,253,532,300)                                                                                            $3,236,695,862


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (8.9%)
Issuer                                                             Annualized               Amount                      Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S. government agencies (2.8%)
Federal Home Loan Bank Disc Nt
<S>                                                                    <C>               <C>                         <C>
      10-13-99                                                         5.18%             $25,000,000                 $24,837,579
Federal Home Loan Mtge Corp Disc Nts
      09-09-99                                                         5.06                6,200,000                   6,191,651
      09-16-99                                                         4.99               20,000,000                  19,958,667
      10-07-99                                                         5.22                2,800,000                   2,785,440
      10-12-99                                                         5.21               20,000,000                  19,882,239
Federal Natl Mtge Assn Disc Nts
      09-10-99                                                         5.03               22,500,000                  22,471,874
      11-18-99                                                         5.31                3,000,000                   2,964,516
Total                                                                                                                 99,091,966

Commercial paper (6.0%)
Alabama Power
      10-05-99                                                         5.22               10,000,000                   9,947,023
Albertson's
      09-03-99                                                         5.26                2,500,000(d)                2,499,269
Barclays U.S. Funding
      09-22-99                                                         5.23                3,700,000                   3,688,755
      10-20-99                                                         5.32                9,500,000                   9,428,931
Bell Atlantic
      09-02-99                                                         5.17                3,100,000                   3,099,556
BMW US Capital
      09-23-99                                                         5.23                4,900,000                   4,884,429
      09-27-99                                                         5.16                7,800,000                   7,770,066
      10-21-99                                                         5.18                4,400,000                   4,367,109
CAFCO
      09-21-99                                                         5.16                5,000,000(d)                4,984,689
Ciesco LP
      09-20-99                                                         5.19               10,800,000                  10,770,588
Corporate Receivables
      09-13-99                                                         5.22                2,600,000(d)                2,595,493
Falcon Asset
      09-01-99                                                         5.13                8,900,000(d)                8,899,999
      09-21-99                                                         5.21                4,300,000(d)                4,287,626
Ford Motor Credit
      09-03-99                                                         5.33                5,000,000                   4,998,519
      09-14-99                                                         5.11               13,200,000                  13,175,786
NBD Bank Canada
      09-28-99                                                         5.25               10,000,000                   9,960,850
Northern States Power
      10-25-99                                                         5.22                7,500,000                   7,437,231
Paccar Financial
      09-13-99                                                         5.24                3,400,000                   3,394,073
Petrofina (Delaware)
      09-07-99                                                         5.16                2,500,000                   2,497,858
      09-17-99                                                         5.22               15,600,000                  15,563,947
Pfizer
      09-17-99                                                         5.20                5,400,000(d)                5,387,568
Reed Elsevier
      09-21-99                                                         5.16                8,000,000(d)                7,977,200
Salomon Smith Barney
      09-07-99                                                         5.15                4,600,000                   4,596,075
      10-05-99                                                         5.22                2,800,000                   2,785,427
      10-06-99                                                         5.33                2,200,000                   2,188,643
      10-07-99                                                         5.21                8,700,000                   8,652,272
SBC Communications Capital
      10-13-99                                                         5.17                2,900,000(d)                2,881,099
Sheffield Receivables
      09-10-99                                                         5.24                6,800,000(d)                6,791,126
Thames Asset Global
      09-07-99                                                         5.23               11,200,000(d)               11,190,256
      09-27-99                                                         5.32                4,800,000(d)                4,781,627
UBS Finance (Delaware)
      10-28-99                                                         5.21                5,000,000                   4,956,587
USAA Capital
      10-06-99                                                         5.22                2,300,000                   2,288,042
      10-29-99                                                         5.31                6,600,000                   6,540,731
Windmill Funding
      09-01-99                                                         5.13                5,200,000(d)                5,200,000
      09-07-99                                                         5.17                2,300,000(d)                2,297,849
Total                                                                                                                212,766,299

Letter of credit (0.1%)
Bank of America-
AES Hawaii
      09-15-99                                                         5.26                2,900,000                   2,894,079

Total short-term securities
(Cost: $314,794,988)                                                                                                $314,752,344

Total investments in securities
(Cost: $2,568,327,288)(f)                                                                                         $3,551,448,206


See accompanying notes to investments in securities.
</TABLE>
<PAGE>

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. As of Aug. 31, 1999, the
value of foreign securities represented 3.15% of net assets.

(d) 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.

(e)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(f) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$2,568,327,288 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                     $1,028,951,411
Unrealized depreciation                                        (45,830,493)
                                                               -----------
Net unrealized appreciation                                   $983,120,918

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP VP -- Strategy Aggressive Fund
Aug. 31, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (83.8%)(e)
Issuer                                                                                        Shares                     Value(a)

Aerospace & defense (--%)
<S>                                                                                            <C>                      <C>
Alliant Techsystems                                                                            5,968(b)                 $435,664

Airlines (0.6%)
Amtran                                                                                         9,440(b)                  188,800
SkyWest                                                                                        7,247                     145,846
Southwest Airlines                                                                           840,000                  14,017,500
Total                                                                                                                 14,352,146

Automotive & related (0.6%)
Central Parking                                                                                6,395                     205,439
Gentex                                                                                       721,992(b)               13,808,096
O'Reilly Automotive                                                                            7,795(b)                  298,159
SPS Technologies                                                                               5,055(b)                  198,093
Winnebago Inds                                                                                15,200                     364,480
Total                                                                                                                 14,874,267

Banks and savings & loans (1.5%)
Centura Banks                                                                                  4,628                     214,334
Commerce Bancorp                                                                               7,064                     303,752
Cullen/Frost Bankers                                                                          30,694                     801,881
First Financial Holdings                                                                       6,032                     113,100
FirstMerit                                                                                    26,065                     685,021
Flagstar Bancorp                                                                               9,321                     184,090
Hamilton Bancorp                                                                               8,465(b)                  206,334
Hudson United Bancorp                                                                          7,734                     246,038
NBT Bancorp                                                                                    5,907                     111,495
Old Natl Bancorp                                                                               7,125                     213,750
Queens County Bancorp                                                                          8,465                     232,788
Republic Bancorp                                                                              17,722                     239,247
Southwest Bancorp of Texas                                                                     6,882(b)                  118,715
TCF Financial                                                                                471,000                  13,305,749
U.S. Trust                                                                                     8,831                     734,077
UnionBanCal                                                                                  428,000                  16,424,499
Total                                                                                                                 34,134,870

Beverages & tobacco (--%)
Beringer Wine Estates Holdings Cl B                                                            6,090(b,d)                253,496

Building materials & construction (--%)
Centex Construction Products                                                                   6,882                     264,527
Dycom Inds                                                                                    13,276(b)                  409,896
NCI Building Systems                                                                           7,369(b)                  134,945
Total                                                                                                                    809,368

Chemicals (--%)
MacDermid                                                                                      8,111                     268,677
Spartech                                                                                       8,891                     247,281
Total                                                                                                                    515,958

Communications equipment & services (3.1%)
Amdocs                                                                                     1,064,000(b)               27,930,000
CommScope                                                                                     25,395(b)                  874,540
Covad Communications Group                                                                   334,000(b)               15,405,750
InterVoice                                                                                    22,107(b)                  303,971
Oak Inds                                                                                       7,900(b)                  247,863
Plantronics                                                                                    7,917(b)                  400,798
Rhythms NetConnections                                                                        98,000(b)                3,748,500
Tellabs                                                                                      400,000(b,f)             23,825,000
Total                                                                                                                 72,736,422

Computers & office equipment (24.9%)
Acxiom                                                                                        14,258(b)                  250,406
America Online                                                                               257,000(b)               23,467,313
American Management Systems                                                                   23,203(b)                  664,186
BISYS Group                                                                                    6,212(b)                  295,070
BMC Software                                                                                 374,000(b)               20,125,875
Cisco Systems                                                                              1,520,000(b)              103,074,999
Citrix Systems                                                                               416,000(b)               23,684,526
Clarent                                                                                       40,000(b)                1,330,000
Clarify                                                                                        7,600(b)                  334,400
CMGI                                                                                         338,000(b,d)             28,370,875
Cognex                                                                                        18,818(b)                  568,068
Concentric Network                                                                           771,000(b)               16,972,741
CustomTracks                                                                                   2,300                      88,263
Dendrite Intl                                                                                  5,298(b)                  220,529
EMC                                                                                          210,000(b)               12,600,000
FactSet Research Systems                                                                       9,196                     425,890
Fair Isaac & Co                                                                                8,553                     241,622
Gadzoox Networks                                                                              50,000(b)                4,518,750
Gemstar Intl Group                                                                           418,000(b)               28,842,000
Henry (Jack) & Associates                                                                     12,606                     409,695
InfoSpace.com                                                                                494,200(b)               22,765,216
Insight Enterprises                                                                            8,000(b)                  242,000
Intuit                                                                                       344,000(b)               30,809,499
Juniper Networks                                                                              45,000(b)                9,225,000
Kronos                                                                                         7,798(b)                  391,118
Legato Systems                                                                               236,000(b)               10,162,750
Lexmark Intl Group Cl A                                                                      236,000(b)               18,585,000
Macromedia                                                                                    20,706(b)                  820,475
MedQuist                                                                                      15,590(b)                  542,727
Mercury Interactive                                                                          550,722(b)               26,296,976
Natl Computer Systems                                                                          9,437                     368,043
Natl Data                                                                                     10,353                     396,002
Natl Instruments                                                                               4,476(b)                  134,000
Navigant Consulting                                                                            4,700(b)                  206,213
New Era of Networks                                                                            6,760(b)                  113,230
Novell                                                                                       703,000(b)               16,652,313
Peregrine Systems                                                                            532,000(b)               17,556,000
Profit Recovery Group Intl                                                                    23,290(b)                  886,495
Progress Software                                                                             11,145(b)                  341,316
Rational Software                                                                            323,300(b)                8,749,306
Safeguard Scientifics                                                                        418,300(b)               28,004,648
SunGard Data Systems                                                                         912,000(b)               22,800,000
Symantec                                                                                      11,388(b)                  341,640
U.S. Interactive                                                                              11,900(b)                  246,925
VeriSign                                                                                     671,500(b)               72,474,465
Whittman-Hart                                                                                 18,818(b)                  495,149
Xircom                                                                                        15,042(b)                  598,860
Yahoo!                                                                                       154,000(b)               22,715,000
Total                                                                                                                579,405,574

Electronics (12.4%)
Actel                                                                                         12,606(b)                  197,757
AFC Cable Systems                                                                              6,334(b)                  272,362
Alpha Inds                                                                                    11,023(b)                  627,622
Altera                                                                                       380,000(b)               16,007,500
Burr-Brown                                                                                     9,744(b)                  371,490
C-Cube Microsystems                                                                           15,103(b)                  420,052
Conexant Systems                                                                             344,000(b)               24,784,260
CTS                                                                                           14,982                     713,518
Dallas Semiconductor                                                                           9,866                     498,233
Dionex                                                                                        12,911(b)                  514,019
DSP Communications                                                                            10,962(b)                  257,607
Etec Systems                                                                                   8,400(b)                  369,600
Flextronics Intl                                                                             461,000(b)               27,054,938
Helix Technology                                                                              15,408                     435,276
Jabil Circuit                                                                                604,500(b)               27,089,156
JDS Uniphase                                                                                 321,000(b)               34,046,061
LSI Logic                                                                                    286,000(b)               16,230,500
Methode Electronics Cl A                                                                      12,180                     219,240
Micrel                                                                                         6,455(b)                  494,614
Novellus Systems                                                                             394,119(b)               21,257,794
Plexus                                                                                        10,414(b)                  309,817
PMC-Sierra                                                                                   502,400(b)               46,704,728
Power Integrations                                                                             3,500(b)                  237,781
Powerwave Technologies                                                                         7,004(b)                  297,232
Sawtek                                                                                         4,632(b)                  153,146
Taiwan Semiconductor Mfg ADR                                                                 615,000(b,d)             17,796,563
Teradyne                                                                                     202,000(b)               13,748,625
Vicor                                                                                         12,300(b)                  237,544
Vitesse Semiconductor                                                                        228,000(b)               15,504,000
Xilinx                                                                                       304,000(b)               21,261,000
Total                                                                                                                288,112,035

Energy (0.9%)
Apache                                                                                       462,000                  21,021,000
Barrett Resources                                                                              6,200(b)                  223,588
Newfield Exploration                                                                          15,225(b)                  462,459
Pogo Producing                                                                                10,231                     213,572
Total                                                                                                                 21,920,619

Energy equipment & services (--%)
Marine Drilling                                                                               12,241(b)                  194,326

Financial services (3.3%)
Capital One Financial                                                                        439,000                  16,572,249
Financial Federal                                                                             13,239                     249,059
Investment Technology Group                                                                    3,776                     102,896
Jeffries Group                                                                                 7,734                     191,417
Kansas City Southern Inds                                                                    329,000                  15,236,117
Knight/Trimark Group Cl A                                                                  1,266,000(b,d)             41,461,499
Legg Mason                                                                                    14,007                     534,892
Mutual Risk Management                                                                        17,844(c,h)                490,710
Radian Group                                                                                   4,872                     225,635
SEI Investments                                                                                6,821                     627,106
Total                                                                                                                 75,691,580

Food (1.0%)
Delta & Pine Land                                                                              7,491                     212,089
Earthgrains                                                                                    9,196                     221,854
Smithfield Foods                                                                               6,577(b)                  193,199
Suiza Foods                                                                                  417,000(b)               13,202,446
U.S. Foodservice                                                                             460,000(b)                9,573,750
United Natural Foods                                                                           7,491(b)                   86,147
Total                                                                                                                 23,489,485

Furniture & appliances (0.1%)
Briggs & Stratton                                                                              4,385                     266,937
Ethan Allen Interiors                                                                         15,042                     439,038
La-Z-Boy                                                                                      16,199                     355,366
Mohawk Inds                                                                                    5,846(b)                  132,266
Total                                                                                                                  1,193,607

Health care (2.0%)
Alkermes                                                                                     315,000(b)               11,694,375
Alpharma Cl A                                                                                  8,770                     297,084
Ballard Medical Products                                                                      12,606                     308,847
Barr Laboratories                                                                              8,891(b)                  306,740
Biomatrix                                                                                      6,821(b,d)                133,862
IDEC Pharmaceuticals                                                                           7,369(b)                  936,324
IDEXX Laboratories                                                                            13,763(b)                  233,971
Incyte Pharmaceuticals                                                                         9,622(b)                  273,024
Jones Pharma                                                                                  22,471                     608,121
Liposome                                                                                      12,073(b)                  238,064
MedImmune                                                                                    188,000(b)               19,399,249
Mylan Laboratories                                                                           570,000                  11,293,125
OEC Medical Systems                                                                            6,638(b)                  229,011
Priority Healthcare Cl B                                                                      17,500(b)                  492,188
Roberts Pharmaceutical                                                                         7,308(b)                  195,946
Safeskin                                                                                       7,734(b)                   61,389
Summit Technology                                                                             15,712(b)                  251,392
Techne                                                                                         8,039(b)                  249,209
Total                                                                                                                 47,201,921

Health care services (1.1%)
Express Scripts Cl A                                                                         346,276(b)               23,330,345
Hanger Orthopedic Group                                                                        7,856(b)                  108,020
Patterson Dental                                                                              17,722(b)                  726,602
Renal Care Group                                                                              23,812(b)                  455,405
Res-Care                                                                                       9,379(b,d)                177,029
Universal Health Services Cl B                                                                 9,257(b)                  308,952
Total                                                                                                                 25,106,353

Household products (0.3%)
Chattem                                                                                        3,167(b)                   76,404
Jostens                                                                                       10,658                     214,492
Scotts Cl A                                                                                    6,273(b)                  248,960
Seminis Cl A                                                                                 620,200(b)                6,202,000
Total                                                                                                                  6,741,856

Industrial equipment & services (0.1%)
Astec Inds                                                                                    11,571(b)                  391,968
G & K Services Cl A                                                                            1,340                      55,694
JLG Inds                                                                                      15,469                     274,575
Manitowoc                                                                                     14,799                     548,487
Terex                                                                                          7,430(b)                  199,681
Total                                                                                                                  1,470,405

Insurance (1.2%)
Blanch (EW) Holdings                                                                         207,000                  13,713,749
Fidelity Natl Financial                                                                        6,638                     102,059
Gallagher (Arthur J)                                                                           9,988                     545,595
Hooper Holmes                                                                                 16,504                     377,529
Reinsurance Group of America                                                                   5,329                     170,528
ReliaStar Financial                                                                          259,000                  11,671,188
Triad Guaranty                                                                                13,703(b)                  267,209
Total                                                                                                                 26,847,857

Leisure time & entertainment (0.8%)
Acclaim Entertainment                                                                         19,427(b)                  137,203
Anchor Gaming                                                                                  4,324(b)                  210,119
Polaris Inds                                                                                   4,446                     159,778
SFX Entertainment Cl A                                                                       450,500(b)               18,532,025
Total                                                                                                                 19,039,125

Media (7.2%)
Adelphia Communications Cl A                                                                 550,900(b,d)             34,189,210
ADVO                                                                                           7,795(b)                  152,977
Cablevision Systems Cl A                                                                     322,000(b,d)             22,741,250
Catalina Marketing                                                                             6,115(b)                  554,936
Clear Channel Communications                                                                 153,000(b)               10,719,562
Consolidated Graphics                                                                         11,754(b)                  496,607
Metro Networks                                                                                 6,395(b)                  364,515
TeleWest Communications                                                                    2,492,000(b,c)              9,691,467
True North Communications                                                                      8,891                     292,847
Univision Communications Cl A                                                                605,000(b,h)             44,618,750
USA Networks                                                                                 408,000(b)               18,317,249
Valassis Communications                                                                       26,340(b)                1,152,375
Westwood One                                                                                  10,170(b)                  390,274
Young & Rubicam                                                                              547,000                  24,413,666
Total                                                                                                                168,095,685

Metals (--%)
Mueller Inds                                                                                   9,257(b)                  286,967
Stillwater Mining                                                                             11,114(b)                  245,203
Total                                                                                                                    532,170

Miscellaneous (1.0%)
Apex                                                                                           5,600(b)                  185,850
Fiserv                                                                                       720,700(b)               22,156,456
John Nuveen Cl A                                                                               6,029                     235,508
Philadelphia Suburban                                                                         16,443                     381,272
Total                                                                                                                 22,959,086

Multi-industry conglomerates (2.9%)
Bell & Howell                                                                                  6,760(b)                  226,460
DeVry                                                                                         24,847(b)                  518,681
Education Management                                                                           8,952(b)                  115,817
Electronics for Imaging                                                                      260,161(b)               15,251,939
Labor Ready                                                                                   16,260(b)                  261,176
Lason                                                                                          4,994(b)                  225,666
Mettler-Toledo Intl                                                                            9,196(b)                  244,844
NCO Group                                                                                      6,120(b)                  278,460
Pre-Paid Legal Services                                                                        7,491(b)                  240,180
Sylvan Learning Systems                                                                        7,613(b)                  151,308
Tyco Intl                                                                                    495,000(c)               50,149,687
Total                                                                                                                 67,664,218

Paper & packaging (--%)
Buckeye Technologies                                                                          12,789(b)                  203,025
Shorewood Packaging                                                                            8,100(b)                  119,475
Total                                                                                                                    322,500

Restaurants & lodging (0.7%)
CEC Entertainment                                                                             15,530(b)                  432,885
Foodmaker                                                                                     21,315(b)                  491,577
Papa John's Intl                                                                             384,000(b)               15,264,001
Sonic                                                                                          6,882(b)                  210,761
Taco Cabana Cl A                                                                              22,289(b)                  206,173
Total                                                                                                                 16,605,397

Retail (8.7%)
99 Cents Only Stores                                                                           5,177(b)                  186,372
American Eagle Outfitters                                                                    472,000(b)               18,526,000
Ames Dept Stores                                                                               8,952(b)                  262,965
AnnTaylor Stores                                                                             528,520(b)               17,507,225
Bed Bath & Beyond                                                                            907,000(b)               24,942,500
CDW Computer Centers                                                                           4,324(b)                  191,878
Circuit City Stores                                                                          340,000                  14,620,000
Dollar General                                                                               811,000                  21,086,000
Family Dollar Stores                                                                         869,000                  17,108,438
Fossil                                                                                        20,942(b)                  653,113
Kohl's                                                                                       463,000(b)               32,988,749
Linens `N Things                                                                              14,433(b)                  494,330
Men's Wearhouse                                                                               19,549(b)                  403,198
Musicmaker.com                                                                               370,000(b)                4,382,188
Pacific Sunwear of California                                                                 11,601(b)                  269,723
Regis                                                                                         20,127                     384,929
Tiffany & Co                                                                                 499,000                  26,384,625
TJX Companies                                                                                561,000                  16,198,875
Tuesday Morning                                                                              249,000(b)                4,964,438
Williams-Sonoma                                                                               13,033(b)                  508,287
Total                                                                                                                202,063,833

Textiles & apparel (1.0%)
Abercrombie & Fitch                                                                          654,000(b)               22,808,250
K-Swiss Cl A                                                                                   9,369                     293,952
Oshkosh B'Gosh Cl A                                                                           16,991                     273,980
Quiksilver                                                                                     8,831(b)                  152,335
Total                                                                                                                 23,528,517

Transportation (--%)
Atlas Air                                                                                      5,511(b)                  150,175
Expeditors Intl of Washington                                                                 18,087                     584,436
Swift Transportation                                                                          11,754(b)                  244,630
Total                                                                                                                    979,241

Utilities -- telephone (8.3%)
Allegiance Telecom                                                                           509,500(b)               30,633,688
COLT Telecom Group ADR                                                                       417,000(b)               36,539,624
Global TeleSystems Group                                                                     454,000(b)               14,669,875
Intermedia Communications                                                                      5,288(b)                  137,488
Intermedia Communications                                                                    666,400(b,f)             17,301,568
Omnipoint                                                                                    460,000(b)               18,630,000
RCN                                                                                          546,000(b)               22,904,188
United States Cellular                                                                       211,000(b)               11,868,750
Western Wireless Cl A                                                                        213,000(b)                8,240,438
WinStar Communications                                                                       641,200(b)               32,545,113
Total                                                                                                                193,470,732

Total common stocks
(Cost: $1,655,610,235)                                                                                            $1,950,748,313

Preferred stock (0.3%)
Issuer                                                                                       Shares                     Value(a)
Protein Delivery
   2.50%                                                                                   2,800,000                  $7,000,000

Total preferred stock
(Cost: $7,000,000)                                                                                                    $7,000,000


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Options purchased (0.1%)
Issuer                                     Shares                 Exercise                Expiration                    Value(a)
                                                                    price                    date
Calls
<S>                                       <C>                        <C>                        <C>                     <C>
Altera                                    135,000                    $50                   Dec. 1999                    $438,750
BMC Software                               75,000                     60                   Nov. 1999                     290,625
Flextronics Intl                           50,000                     55                  Sept. 1999                     246,875
Stryker                                    95,000                     55                   Oct. 1999                     457,188
TJX Companies                              70,000                     30                   Oct. 1999                      80,938
Total                                                                                                                  1,514,376

Total options purchased
(Cost: $1,724,006)                                                                                                    $1,514,376


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (19.0%)(f)

Issuer                                                             Annualized                Amount                     Value(a)
                                                                 yield on date             payable at
                                                                  of purchase               maturity

U.S government agencies (9.5%)
Federal Home Loan Bank Disc Nts
<S>                                                                    <C>               <C>                         <C>
      09-08-99                                                         5.02%             $12,000,000                 $11,986,160
      09-24-99                                                         5.02               25,000,000                  24,916,666
Federal Home Loan Mtge Corp Disc Nts
      09-09-99                                                         4.92                3,900,000                   3,894,857
      09-13-99                                                         5.03               11,700,000                  11,678,072
      09-15-99                                                         5.03               32,500,000                  32,429,717
      09-16-99                                                         5.00               50,000,000                  49,889,109
      09-23-99                                                         4.99               27,500,000                  27,412,677
      10-07-99                                                         5.21                4,200,000                   4,177,639
Federal Natl Mtge Assn Disc Nts
      09-02-99                                                         5.02                1,000,000                     999,704
      09-08-99                                                         4.94               13,600,000                  13,584,314
      09-13-99                                                         5.03               40,000,000                  39,925,032
Total                                                                                                                220,893,947

Commercial Paper (9.5%)
American General
      10-07-99                                                         5.30                7,000,000                   6,962,085
BellSouth Capital Funding
      09-22-99                                                         5.18               12,900,000(g)               12,859,321
BMW US Capital
      09-27-99                                                         5.14                9,200,000                   9,164,671
CAFCO
      09-21-99                                                         5.14               14,300,000(g)               14,256,457
Ciesco LP
      09-14-99                                                         5.13               18,900,000                  18,862,366
Clorox
      09-09-99                                                         5.14                8,400,000                   8,389,227
      10-04-99                                                         5.19                4,000,000                   3,980,166
Corporate Receivables
      09-13-99                                                         5.21                4,500,000(g)                4,491,550
Daimler/Chrysler
      10-18-99                                                         5.17               10,000,000                   9,928,666
Delaware Funding
      09-20-99                                                         5.13               18,800,000(g)               18,745,687
      09-21-99                                                         5.27                1,600,000(g)                1,595,100
Fleet Funding
      09-20-99                                                         5.13                9,800,000(g)                9,772,123
      10-06-99                                                         5.33                7,000,000(g)                6,962,900
Ford Motor Credit
      09-28-99                                                         5.22                9,100,000                   9,063,195
Gannett
      09-03-99                                                         5.12               10,700,000                  10,695,434
Gateway Fuel
      09-02-99                                                         5.14                1,200,000                   1,199,657
Heinz (HJ)
      09-29-99                                                         5.22                5,000,000                   4,979,055
Household Finance
      09-08-99                                                         5.26               15,000,000                  14,982,500
Paccar Financial
      09-13-99                                                         5.24                4,500,000                   4,491,501
Petrofina (Delaware)
      09-17-99                                                         5.21                3,900,000                   3,890,423
Pfizer
      09-27-99                                                         5.24                2,900,000(g)                2,888,647
Salomon Smith Barney
      09-07-99                                                         5.13                7,300,000                   7,292,732
SBC Communications Capital
      10-13-99                                                         5.14                2,300,000(g)                2,285,247
      10-26-99                                                         5.18               13,000,000(g)               12,890,396
Sheffield Receivables
      09-08-99                                                         5.21               11,700,000(g)               11,686,479
UBS Finance (Delaware)
      10-28-99                                                         5.20                5,000,000                   4,955,787
USAA Capital
      10-06-99                                                         5.20                3,700,000                   3,680,538
Total                                                                                                                220,951,910

Total short-term securities
(Cost: $441,929,885)                                                                                                $441,845,857

Total investments in securities
(Cost: $2,106,264,126)(i)                                                                                         $2,401,108,546


See accompanying notes to investments in securities.
</TABLE>
<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) Foreign security values are stated in U.S. dollars. As of Aug. 31, 1999, the
value of foreign securities represented 2.59% of net assets.

(d)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(e) 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, 1999 are as follows:

Issuer                            Beginning         Purchase            Sales          Ending      Dividend       Value(a)
                                     cost             cost               cost           cost        income

<S>                              <C>                  <C>             <C>                <C>          <C>           <C>
Health Management Systems*       $13,565,943          $143,750        $13,709,693        $--          $--           $--

Secure Computing.*                12,952,228                --         12,952,228         --           --            --

Spiegel Inc. Cl A*                        --         6,150,615          6,150,615         --           --            --

Steiner Leisure*                   6,314,583         2,211,250          8,525,833         --           --            --
                                   ---------         ---------          ---------       ----         ----          ----

Total                            $32,832,754        $8,505,615        $41,338,369        $--          $--           $--


*Issuer was not an affiliate for the entire year ended Aug. 31, 1999.

(f) At Aug. 31, 1999,  cash or short-term  securities  were  designated to cover
open put options written as follows:

Issuer                        Shares     Exercise    Expiration        Value(a)
                                           Price        Date

Convad Communications Group   90,000        $45      Sept. 1999        $270,000

Intermedia Communications    260,000         20      Sept. 1999          65,000

Tellabs                       95,000         65       Oct. 1999         742,187

Total                                                                $1,077,187

(g) 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.

(h) Partially  pledged as initial  margin  deposit on the  following  open stock
index futures purchase contracts (see Note 7 to the financial statements):

Type of security                                                     Contracts

S&P 500 Index, Sept. 1999                                                3

(i) At Aug. 31, 1999, the cost of securities for federal income tax purposes was
$2,108,940,419 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                              $372,227,074
Unrealized depreciation                               (80,058,947)
                                                      -----------
Net unrealized appreciation                          $292,168,127

</TABLE>

<PAGE>

PART C. OTHER INFORMATION

Item 23.      Exhibits

(a)      Articles of Incorporation as amended Nov. 10, 1994, filed
         electronically as Exhibit 1 to Registrant's Post-Effective Amendment
         No. 34 to Registration Statement No. 2-73115, are incorporated by
         reference.

(b)      By-Laws as amended Jan. 12, 1989, filed electronically as Exhibit No.2
         to Registrant's  Post-Effective Amendment No. 25 to Registration
         Statement No. 2-73115, are incorporated by reference.

(c)      Stock certificate for common shares, is on file  at the  Registrant's
         headquarters.

(d)(1)   Investment Management Services Agreement between Registrant,  on behalf
         of IDS Life Aggressive  Growth Fund, IDS Life Capital Resource Fund and
         IDS Life  International  Equity Fund,  and IDS Life  Insurance  Company
         dated  March 20,  1995,  filed  electronically  as Exhibit  No. 5(a) to
         Registrant's  Post-Effective  Amendment  No.  30,  is  incorporated  by
         reference.

(d)(2)   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, is incorporated by reference.

(d)(3)   Investment  Management Services Agreement dated Sept. 13, 1999, between
         Registrant,  on behalf of AXP Variable  Portfolio - Blue Chip Advantage
         Fund, AXP Variable Portfolio - Growth Fund and AXP Variable Portfolio -
         Small  Cap  Advantage  Fund  and  IDS  Life  Insurance  Company,  filed
         electronically herewith.

(d)(4)   Investment Advisory Agreement between IDS Life Insurance Company and
         American Express Financial Corporation dated Oct. 14, 1998, filed
         electronically as Exhibit 5(c) to Registrant's Post-Effective Amendment
         No. 36 filed on or about Oct. 30, 1998, is incorporated by reference.

(d)(5)   Addendum to Investment Advisory Agreement dated Oct. 14, 1999 between
         IDS Life Insurance Company and American Express Financial Corporation,
         filed electronically herewith.

(d)(6)   Investment Advisory Agreement between American Express Financial
         Corporation Inc. and American Express Asset Management International
         Inc. for IDS Life International Equity Fund dated February 11, 1999,
         filed electronically as Exhibit (d)(6) to Registrant's Post-Effective
         Amendment No. 37 filed on or about May 28, 1999, is incorporated by
         reference.

(d)(7)   Investment Subadvisory Agreement between American Express Financial
         Corporation and American Express Asset Management Group Inc. on behalf
         of AXP Variable Portfolio-Strategy Aggressive Fund dated July 9, 1999,
         filed electronically herewith.

(d)(8)   Subadvisory  Agreement between American Express  Financial  Corporation
         and Kenwood Capital  Management LLC on behalf of AXP Variable Portfolio
         - Small Cap Advantage Fund dated Sept. 13, 1999,  filed  electronically
         herewith.

(d)(9)   Administrative  Services  Agreement,  dated March 20, 1995, between IDS
         Life Investment  Series,  Inc., on behalf of IDS Life Aggressive Growth
         Fund, IDS Life Capital Resource Fund and IDS Life International  Equity
         Fund, and American Express Financial Corporation,  filed electronically
         as Exhibit No. 5(d) to Registrant's Post-Effective Amendment No. 30, is
         incorporated by reference.

<PAGE>

(d)(10)  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, is
         incorporated by reference.

(d)(11)  Administrative  Services  Agreement  dated Sept. 13, 1999,  between AXP
         Variable Portfolio  Investment  Series,  Inc. on behalf of AXP Variable
         Portfolio - Blue Chip Advantage  Fund, AXP Variable  Portfolio - Growth
         Fund and AXP Variable Portfolio - Small Cap Advantage Fund and American
         Express Financial Corporation, filed electronically herewith.

(e)      Underwriting contracts: Not Applicable.

(f)      All employees  are eligible to  participate  in a profit  sharing plan.
         Entry  into the plan is Jan.  1 or July 1. The  Registrant  contributes
         each year an amount up to 15  percent  of their  annual  salaries,  the
         maximum  deductible  amount  permitted  under  Section  404(a)  of  the
         Internal Revenue Code.

(g)(1)   Custodian  Agreement dated March 20, 1995,  between IDS Life Investment
         Series,  Inc., on behalf of IDS Life  Aggressive  Growth Fund, IDS Life
         Capital  Resource  Fund and IDS Life  International  Equity  Fund,  and
         American  Express Trust Company,  filed  electronically  as Exhibit No.
         8(a) to Registrant's  Post-Effective  Amendment No. 30, is incorporated
         by reference.

(g)(2)   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, is incorporated by
         reference.

(g)(3)   Custodian   Agreement  dated  Sept.  13,  1999,  between  AXP  Variable
         Portfolio - Investment Series, Inc. on behalf of AXP Variable Portfolio
         - Blue Chip Advantage Fund, AXP Variable  Portfolio Growth Fund and AXP
         Variable  Portfolio - Small Cap  Advantage  Fund and  American  Express
         Trust Company, filed electronically herewith.

(g)(4)   Custodian Agreement dated May 13, 1999 between American Express Trust
         Company and The Bank of New York filed electronically as Exhibit (g)(3)
         to IDS Precious Metal Fund, Inc.'s Post-Effective Amendment No. 33,
         Registration Statement No. 2-93745 filed on or about May 24, 1999, is
         incorporated by reference.

(h)(1)   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 by reference.

(h)(2)   License Agreement between Registrant and IDS Financial Corporation,
         dated Jan. 25, 1988, filed electronically as Exhibit No. 9(b) to
         Registrant's Post-Effective Amendment No. 25 to Registration Statemen
         No. 2-73115, is incorporated by reference.

(h)(3)   License Agreement dated June 17, 1999 between the American Express
         Funds and American Express Company, filed electronically on or about
         Sept. 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc's
         Post-Effective Amendment No. 98 to Registration Statement No. 2-11358,
         is incorporated by reference

(i)      Opinion  and consent of counsel as to the  legality  of the  securities
         being registered, filed electronically herewith.

<PAGE>

(j)      Independent Auditors' Consent, filed electronically herewith.

(k)      Omitted Financial Statements: Not Applicable.

(l)      Investment  Letter of IDS Life  Insurance  Company dated Oct. 13, 1981,
         filed  electronically  as  Exhibit  13 to  Registrant's  Post-Effective
         Amendment No. 25, is incorporated by reference.

(m)      Plan and  Agreement  of  Distribution  dated Sept.  13,  1999,  between
         Registrant  on behalf of AXP Variable  Portfolio - Blue Chip  Advantage
         Fund, AXP Variable  Portfolio - Growth Fund, and AXP Variable Portfolio
         - Small Cap  Advantage  Fund,  and IDS Life  Insurance  Company,  filed
         electronically herewith.

(n)      Financial Data Schedules: Not Applicable.

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

(p)(1)   Directors' Power of Attorney to sign Amendments to this Registration
         Statement dated Jan. 14, 1999, filed electronically as Exhibit (p)(1)
         to Registrant's Post-Effective Amendment No. 37 filed on or about
         May 28, 1999, is incorporated by reference.

(p)(2)   Officers'  Power of Attorney to sign  Amendments  to this  Registration
         Statement,  dated March 1, 1999 filed  electronically as Exhibit (p)(2)
         to Registrant's  Post-Effective  Amendment No. 37 filed on or about May
         28, 1999, is incorporated by reference.

Item 24.      Persons Controlled by or under Common Control with Registrant

IDS Life and its subsidiaries  are the record holders of all outstanding  shares
of AXP Variable  Portfolio - Investment  Series,  Inc., AXP Variable Portfolio -
Income Series,  Inc., AXP Variable Portfolio - Money Market Series, Inc. and AXP
Variable Portfolio - Managed Series,  Inc. All of such shares were purchased and
are held by IDS Life and its subsidiaries  pursuant to instructions  from owners
of  variable  annuity  contracts  issued  by  IDS  Life  and  its  subsidiaries.
Accordingly, IDS Life disclaims beneficial ownership of all shares of each fund.

Item 25.      Indemnification

The  Articles of  Incorporation  of the  registrant  provide that the Fund shall
indemnify  any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director,  officer, employee or
agent  of the  Fund,  or is or was  serving  at the  request  of the  Fund  as a
director,  officer,  employee or agent of another  company,  partnership,  joint
venture,  trust or other  enterprise,  to any  threatened,  pending or completed
action,  suit or  proceeding,  wherever  brought,  and  the  Fund  may  purchase
liability  insurance  and advance  legal  expenses,  all to the  fullest  extent
permitted  by the laws of the State of  Minnesota,  as now existing or hereafter
amended.  The By-laws of the registrant provide that present or former directors
or  officers  of the Fund made or  threatened  to be made a party to or involved
(including as a witness) in an actual or threatened  action,  suit or proceeding
shall be indemnified by the Fund to the full extent  authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.

<PAGE>

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Any  indemnification  hereunder  shall not be  exclusive  of any other rights of
indemnification  to which the  directors,  officers,  employees  or agents might
otherwise  be  entitled.  No  indemnification  shall be made in violation of the
Investment Company Act of 1940.

<PAGE>
<TABLE>
<CAPTION>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).

Directors and officers of IDS Life  Insurance  Company who are directors  and/or
officers of one or more other companies:

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                          <C>                          <C>                           <C>
Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Timothy V. Bechtold,            American Centurion Life      IDS Tower 10                 Director and President
Executive Vice President        Assurance Company            Minneapolis, MN  55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Financial                                Vice President
                                Corporation

                                IDS Life Insurance Company   P.O. Box 5144                Director and President
                                of New York                  Albany, NY  12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mark W. Carter,                 American Express Financial   IDS Tower 10                 Senior Vice President and
Executive Vice President        Advisors Inc.                Minneapolis, MN  55440       Chief Marketing Officer

                                American Express Financial                                Director, Senior Vice
                                Corporation                                               President and Chief
                                                                                          Marketing Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Robert M. Elconin,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN  55440

                                American Express Financial                                Vice President
                                Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lorraine R. Hart,               AMEX Assurance Company       IDS Tower 10                 Vice President
Vice President                                               Minneapolis, MN 55440

                                American Centurion Life                                   Vice President
                                Assurance Company

                                American Enterprise Life                                  Vice President
                                Insurance Company

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Financial                                Vice President
                                Corporation

                                American Partners Life                                    Director and Vice
                                Insurance Company                                         President

                                IDS Certificate Company                                   Vice President

                                IDS Life Series Fund, Inc.                                Vice President

                                IDS Life Variable Annuity                                 Vice President
                                Funds A and B

                                Investors Syndicate                                       Director and Vice
                                Development Corp.                                         President

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                IDS Life Insurance Company   P.O. Box 5144                Vice President
                                of New York                  Albany, NY 12205

                                IDS Property Casualty        1 WEG Blvd.                  Vice President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey S. Horton,              AMEX Assurance Company       IDS Tower 10                 Vice President, Treasurer
Vice President                                               Minneapolis, MN 55440        and Assistant Secretary

                                American Centurion Life                                   Vice President and
                                Assurance Company                                         Treasurer

                                American Enterprise                                       Vice President and
                                Investment Services Inc.                                  Treasurer

                                American Enterprise Life                                  Vice President and
                                Insurance Company                                         Treasurer

                                American Express Asset                                    Vice President and
                                Management Group Inc.                                     Treasurer

                                American Express Asset                                    Vice President and
                                Management International                                  Treasurer
                                Inc.

                                American Express Client                                   Vice President and
                                Service Corporation                                       Treasurer

                                American Express                                          Vice President and
                                Corporation                                               Treasurer

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Treasurer

                                American Express Financial                                Vice President and
                                Corporation                                               Corporate Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Arizona Inc.                                    Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Idaho Inc.                                      Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Nevada Inc.                                     Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Oregon Inc.                                     Treasurer

                                American Express Minnesota                                Vice President and
                                Foundation                                                Treasurer

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Kentucky Inc.

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Maryland Inc.

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Pennsylvania Inc.

                                American Partners Life                                    Vice President and
                                Insurance Company                                         Treasurer

                                IDS Cable Corporation                                     Director, Vice President
                                                                                          and Treasurer

                                IDS Cable II Corporation                                  Director, Vice President
                                                                                          and Treasurer

                                IDS Capital Holdings Inc.                                 Vice President, Treasurer
                                                                                          and Assistant Secretary

                                IDS Certificate Company                                   Vice President and
                                                                                          Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Alabama Inc.                                              Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Arkansas Inc.                                             Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Massachusetts Inc.                                        Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                New Mexico Inc.                                           Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                North Carolina Inc.                                       Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Ohio Inc.                                                 Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Wyoming Inc.                                              Treasurer

                                IDS Life Insurance Company   P.O. Box 5144                Vice President and
                                of New York                  Albany, NY 12205             Treasurer

                                IDS Life Series Fund Inc.                                 Vice President and
                                                                                          Treasurer

                                IDS Life Variable Annuity                                 Vice President and
                                Funds A & B                                               Treasurer

                                IDS Management Corporation                                Director, Vice President
                                                                                          and Treasurer

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Treasurer

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Treasurer

                                IDS Real Estate Services,                                 Vice President and
                                Inc.                                                      Treasurer

                                IDS Realty Corporation                                    Vice President and
                                                                                          Treasurer

                                IDS Sales Support Inc.                                    Vice President and
                                                                                          Treasurer

                                American Express Financial                                Vice President and
                                Advisors Japan Inc.                                       Treasurer

                                Investors Syndicate                                       Vice President and
                                Development Corp.                                         Treasurer

                                IDS Property Casualty        1 WEG Blvd.                  Vice President, Treasurer
                                Insurance Company            DePere, WI 54115             and Assistant Secretary

                                Public Employee Payment                                   Vice President and
                                Company                                                   Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David R. Hubers,                AMEX Assurance Company       IDS Tower 10                 Director
Director                                                     Minneapolis, MN 55440

                                American Express Financial                                Chairman, President and
                                Advisors Inc.                                             Chief Executive Officer

                                American Express Financial                                Director, President and
                                Corporation                                               Chief Executive Officer

                                American Express Service                                  Director and President
                                Corporation

                                IDS Certificate Company                                   Director

                                IDS Plan Services of                                      Director and President
                                California, Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Jensen,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Corporation

                                IDS Life Series Fund, Inc.                                Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Richard W. Kling,               AMEX Assurance Company       IDS Tower 10                 Director
Director and President                                       Minneapolis, MN 55440

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                American Centurion Life                                   Director and Chairman of
                                Assurance Company                                         the Board

                                American Enterprise Life                                  Director and Chairman of
                                Insurance Company                                         the Board

                                American Express                                          Director and President
                                Corporation

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Financial                                Director and Senior Vice
                                Corporation                                               President

                                American Express Insurance                                Director and President
                                Agency of Arizona Inc.

                                American Express Insurance                                Director and President
                                Agency of Idaho Inc.

                                American Express Insurance                                Director and President
                                Agency of Nevada Inc.

                                American Express Insurance                                Director and President
                                Agency of Oregon Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                American Express Service                                  Vice President
                                Corporation

                                American Partners Life                                    Director and Chairman of
                                Insurance Company                                         the Board

                                IDS Certificate Company                                   Director and Chairman of
                                                                                          the Board

                                IDS Insurance Agency of                                   Director and President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and President
                                Massachusetts Inc.

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                IDS Insurance Agency of                                   Director and President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Director and President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Director and President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and President
                                Wyoming Inc.

                                IDS Life Series Fund, Inc.                                Director and President

                                IDS Life Variable Annuity                                 Manager, Chairman of the
                                Funds A and B                                             Board and President

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115

                                IDS Life Insurance Company   P.O. Box 5144                Director and Chairman of
                                of New York                  Albany, NY 12205             the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul F. Kolkman,                American Express Financial   IDS Tower 10                 Vice President
Director and Executive Vice     Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Financial                                Vice President
                                Corporation

                                IDS Life Series Fund, Inc.                                Vice President and Chief
                                                                                          Actuary

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paula R. Meyer,                 American Enterprise Life     IDS Tower 10                 Vice President
Director and Executive Vice     Insurance Company            Minneapolis, MN 55440
President

                                American Express                                          Director
                                Corporation

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and President
                                Insurance Company

                                IDS Certificate Company                                   Director and President

                                American Express Financial                                Vice President
                                Corporation

                                Investors Syndicate                                       Director, Chairman of the
                                Development Corporation                                   Board and President

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Pamela J. Moret,                American Express Financial   IDS Tower 10                 Vice President
Executive Vice President        Advisors Inc.                Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Corporation

                                American Express Trust                                    Vice President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Barry J. Murphy,                American Express Client      IDS Tower 10                 Director and President
Director and Executive Vice     Service Corporation          Minneapolis, MN 55440
President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Financial                                Director and Senior Vice
                                Corporation                                               President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James R. Palmer,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stuart A. Sedlacek,             AMEX Assurance Company       IDS Tower 10                 Director
Director and Executive Vice                                  Minneapolis, MN 55440
President

                                American Enterprise Life                                  Executive Vice President
                                Insurance Company

                                American Express Financial                                Senior Vice President and
                                Advisors Inc.                                             Chief Financial Officer

                                American Express Financial                                Senior Vice President and
                                Corporation                                               Chief Financial Officer

                                American Express Trust                                    Director
                                Company

                                American Partners Life                                    Director and Vice President
                                Insurance Agency

                                IDS Certificate Company                                   Director and President

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

F. Dale Simmons,                AMEX Assurance Company       IDS Tower 10                 Vice President
Vice President                                               Minneapolis, MN 55440

                                American Centurion Life                                   Vice President
                                Assurance Company

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                American Enterprise Life                                  Vice President
                                Insurance

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Financial                                Vice President
                                Corporation

                                American Partners Life                                    Vice President
                                Insurance Company

                                IDS Certificate Company                                   Vice President

                                IDS Partnership Services                                  Director and Vice President
                                Corporation

                                IDS Real Estate Services                                  Director and Vice President
                                Inc.

                                IDS Realty Corporation                                    Director and Vice President

                                IDS Life Insurance Company   P.O. Box 5144                Vice President
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

William A. Stoltzmann,          American Enterprise Life     IDS Tower 10                 Director, Vice President,
Vice President, General         Insurance Company            Minneapolis, MN 55440        General Counsel and
Counsel and Secretary                                                                     Secretary

                                American Express                                          Director, Vice President
                                Corporation                                               and Secretary

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Assistant General Counsel

                                American Express Financial                                Vice President and
                                Corporation                                               Assistant General Counsel

                                American Partners Life                                    Director, Vice President,
                                Insurance Company                                         General Counsel and
                                                                                          Secretary

                                IDS Life Insurance Company                                Vice President, General
                                                                                          Counsel and Secretary

                                IDS Life Series Fund Inc.                                 General Counsel and
                                                                                          Assistant Secretary

                                IDS Life Variable Annuity                                 General Counsel and
                                Funds A & B                                               Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Philip C. Wentzel,              American Centurion Life      IDS Tower 10                 Vice President and
Vice President and Controller   Assurance Company            Minneapolis, MN 55440        Controller, Risk Management

                                American Enterprise Life                                  Vice President and
                                Insurance Company                                         Controller

<PAGE>

Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
     (Continued)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

                                IDS Life Insurance Company   P.O. Box 5144                Vice President and
                                of New York                  Albany, NY 12205             Controller, Risk Management
</TABLE>

Item 27.      Principal Underwriters

              The Fund has no principal underwriter.

Item 28.      Location of Accounts and Records

              American Express Financial Corporation
              IDS Tower 10
              Minneapolis, MN  55440-0010

Item 29.      Management Services

              Not Applicable.

Item 30.      Undertakings

              Not Applicable.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act and the Investment  Company
Act, the Registrant,  AXP Variable Portfolio - Investment Series, Inc. certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration  Statement  under Rule  485(b) of the  Securities  Act and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the  undersigned,  duly  authorized,  in the City of Minneapolis and State of
Minnesota on the 28th day of October, 1999.


AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.


By     /s/ Arne H. Carlson**
           Arne H. Carlson, Chief Executive Officer


By ________________________________________
           John Knight, Treasurer


Pursuant to the  requirements  of the  Securities  Act,  this  Amendment  to its
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 28th day of October, 1999.

Signature                                            Capacity

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

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

/s/  Lynne V. Cheney*                                Director
     Lynne V. Cheney

/s/  William H. Dudley                               Director
     William H. Dudley

/s/  David R. Hubers*                                Director
     David R. Hubers

/s/  Heinz F. Hutter*                                Director
     Heinz F. Hutter

/s/  Anne P. Jones*                                  Director
     Anne P. Jones

/s/  William R. Pearce*                              Director
     William R. Pearce

/s/  Alan K. Simpson*                                Director
     Alan K. Simpson

<PAGE>

/s/  John R. Thomas*                                 Director
     John R. Thomas

/s/  C. Angus Wurtele*                               Director
     C. Angus Wurtele


*Signed  pursuant to  Directors'  Power of Attorney  dated Jan. 14, 1999,  filed
electronically  as Exhibit (p)(1) to Registrant's  Post-Effective  Amendment No.
37, by:





/s/Leslie L. Ogg
   Leslie L. Ogg


**Signed  pursuant to  Officers'  Power of Attorney  dated March 1, 1999,  filed
electronically  as Exhibit (p)(2) to Registrant's  Post-Effective  Amendment No.
37, by:





/s/Leslie L. Ogg
   Leslie L. Ogg

<PAGE>


CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 40
TO REGISTRATION STATEMENT NO. 2-73115

This post-effective amendment contains the following papers and documents:

The facing sheet.


Part A.

         The prospectuses.

Part B.

         Statements of Additional Information.


Part C.

         Other information.

         The signatures.

         Exhibits.


<PAGE>

IDS Life Investment Series, Inc.
File No. 2-73115/811-3218

EXHIBIT INDEX

Exhibit (d)(3):  Investment Management Services Agreement dated Sept. 13, 1999.

Exhibit (d)(5):  Addendum to Investment Advisory Agreement dated Oct. 14, 1999.

Exhibit (d)(7):  Investment Subadvisory Agreement dated July 9, 1999.

Exhibit (d)(8):  Subadvisory Agreement dated Sept. 13, 1999.

Exhibit (d)(11): Administrative Services Agreement dated Sept. 13, 1999.

Exhibit (g)(3):  Custodian Agreement dated Sept. 13, 1999.

Exhibit (i):    Opinion and consent of counsel.

Exhibit (j):    Independent Auditors' Consent.

Exhibit (m):    Plan and Agreement of Distribution dated Sept. 13, 1999.


                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

     AGREEMENT made the 13th day of September, 1999, by and between AXP Variable
Portfolio  -  Investment   Series,   Inc.  (the   "Corporation"),   a  Minnesota
corporation,  on behalf of its underlying series funds: AXP Variable Portfolio -
Blue Chip Advantage Fund, AXP Variable  Portfolio - Growth Fund and AXP Variable
Portfolio - Small Cap Advantage Fund (individually a "Fund" and collectively the
"Funds"), and IDS Life Insurance Company ("IDS Life") a Minnesota corporation.

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

(1)  The  Corporation  hereby retains IDS Life, and IDS Life hereby agrees,  for
     the period of this Agreement and under the terms and conditions hereinafter
     set  forth,  to  furnish  the  Corporation   continuously   with  suggested
     investment  planning;  to determine,  consistent with the Funds' investment
     objectives and policies, which securities in IDS Life's discretion shall be
     purchased,  held or sold and to execute or cause the  execution of purchase
     or sell orders;  to prepare and make  available to the Funds all  necessary
     research  and  statistical  data in  connection  therewith;  to furnish all
     services of whatever  nature  required in connection with the management of
     the Fund including transfer agent and dividend-  disbursing agent services;
     to furnish or pay for all supplies,  printed  material,  office  equipment,
     furniture  and  office  space  as  the  Funds  may  require;  and to pay or
     reimburse  such  expenses of the Fund as may be provided for in Part Three;
     subject  always to the direction and control of the Board of Directors (the
     "Board"),  the  Executive  Committee  and the  authorized  officers  of the
     Corporation and its underlying Fund. IDS Life agrees to maintain  (directly
     or through the contract  described  in  paragraph  (7) of this Part One) an
     adequate  organization of competent  persons to provide the services and to
     perform the functions  herein  mentioned.  IDS Life agrees to meet with any
     persons at such times as the Board  deems  appropriate  for the  purpose of
     reviewing IDS Life's performance under this Agreement.

(2)  IDS Life agrees that the investment planning and investment  decisions will
     be in accordance with general investment  policies of the Fund as disclosed
     to IDS  Life  from  time to  time  by the  Funds  and as set  forth  in its
     prospectuses  and  registration  statements  filed with the  United  States
     Securities and Exchange Commission (the "SEC").

(3)  IDS Life agrees that it will  maintain  all  required  records,  memoranda,
     instructions or  authorizations  relating to the acquisition or disposition
     of securities for the Funds.

(4)  The Fund agrees that it will furnish to IDS Life any  information  that the
     latter may reasonably  request with respect to the services performed or to
     be performed by IDS Life under this Agreement.

(5)  IDS Life is  authorized  to select the brokers or dealers that will execute
     the  purchases  and  sales  of  portfolio  securities  for the  Fund and is
     directed  to use its best  efforts to obtain the best  available  price and
     most favorable  execution,  except as prescribed  herein.  Subject to prior
     authorization  by the Board of  appropriate  policies and  procedures,  and
     subject  to  termination  at any  time by the  Board,  IDS Life may also be
     authorized to effect individual securities transactions at commission rates
     in  excess  of the  minimum  commission  rates  available,  to  the  extent
     authorized by law, if IDS Life determines in good faith that such amount of
     commission  was  reasonable  in relation to the value of the  brokerage and
     research  services  provided by such  broker or dealer,  viewed in terms of
     either  that   particular   transaction  or  American   Express   Financial
     Corporation's ("AEFC") or IDS Life's overall  responsibilities with respect
     to the Funds and other funds for which they act as investment adviser.

(6)  It is understood  and agreed that in furnishing the Funds with the services
     as herein  provided,  neither IDS Life, nor any officer,  director or agent
     thereof  shall be held liable to a Funds or its  creditors or  shareholders
     for errors of judgment or for  anything  except  willful  misfeasance,  bad
     faith, or gross  negligence in the  performance of its duties,  or reckless
     disregard of its  obligations and duties under the terms of this Agreement.
     It is further understood and agreed that IDS Life may rely upon information
     furnished to it reasonably believed to be accurate and reliable.

<PAGE>

(7)  The existence of an investment advisory agreement between IDS Life and AEFC
     is specifically acknowledged and approved.

Part Two: COMPENSATION TO INVESTMENT MANAGER

(1)  The  Corporation  agrees to pay to IDS  Life,  and IDS Life  covenants  and
     agrees to accept from the  Corporation  in full  payment  for the  services
     furnished,  a fee composed of an asset charge and a  performance  incentive
     adjustment.

     (a)  The asset charge

          (i)  The asset  charge  for each  calendar  day of each year  shall be
               equal to the total of 1/365th  (1/366th in each leap year) of the
               amount  computed in accordance  with  paragraph  (ii) below.  The
               computation shall be made for each day on the basis of net assets
               as of the  close of  business  of the full  business  day two (2)
               business days prior to the day for which the computation is being
               made.  In the case of the  suspension of the  computation  of net
               asset value, the asset charge for each day during such suspension
               shall be  computed  as of the close of  business on the last full
               business day on which the net assets were computed. Net assets as
               of  the  close  of  a  full   business  day  shall   include  all
               transactions  in shares of the Funds recorded on the books of the
               Funds for that day.

          (ii) The asset charge shall be based on the net assets of each Fund as
               set forth in the following table.

                           AXP Variable Portfolio - Blue Chip Advantage Fund

                                 Assets                Annual rate at
                               (billions)             each asset level
                               ----------             ----------------
                           First    $0.25                  0.540%
                           Next      0.25                  0.515
                           Next      0.25                  0.490
                           Next      0.25                  0.465
                           Next      1.00                  0.440
                           Next      1.00                  0.410
                           Next      3.00                  0.380
                           Next      6.00                  0.350

                           AXP Variable Portfolio - Growth Fund

                                 Assets                Annual rate at
                               (billions)             each asset level
                           First    $1.00                  0.630%
                           Next      1.00                  0.615
                           Next      1.00                  0.600
                           Next      3.00                  0.585
                           Over      6.00                  0.570


<PAGE>


                           AXP Variable Portfolio - Small Cap Advantage Fund

                                 Assets                Annual rate at
                               (billions)             each asset level
                           First    $0.25                  0.790%
                           Next      0.25                  0.770
                           Next      0.25                  0.750
                           Next      0.25                  0.730
                           Next      1.00                  0.710
                           Over      2.00                  0.650

     (b)  The performance incentive adjustment

          (i)  The performance incentive adjustment,  determined monthly,  shall
               be computed by measuring the percentage point difference  between
               the  performance of one share of the Fund and the  performance of
               an Index (the  "Index").  The Index for AXP Variable  Portfolio -
               Blue Chip Advantage Fund and AXP Variable Portfolio - Growth Fund
               is the Lipper  Growth and Income  Fund  Index.  The Index for AXP
               Variable Portfolio - Small Cap Advantage Fund is the Lipper Small
               Cap Fund Index.  The  performance of one share of a Fund shall be
               measured by computing the percentage  difference,  carried to two
               decimal places,  between the opening net asset value of one share
               of the Fund and the  closing  net asset value of such share as of
               the last  business  day of the period  selected  for  comparison,
               adjusted for dividends or capital gain  distributions  treated as
               reinvested at the end of the month during which the  distribution
               was  made  but  without  adjustment  for  expenses  related  to a
               particular  class of shares.  The  performance  of the Index will
               then be  established  by  measuring  the  percentage  difference,
               carried to two decimal  places,  between the beginning and ending
               Index for the comparison  period,  with dividends or capital gain
               distributions  on the  securities  which comprise the Index being
               treated as  reinvested  at the end of the month  during which the
               distribution was made.

          (ii) In  computing  the  adjustment,  one  percentage  point  shall be
               deducted from the difference,  as determined in (b)(i) above. The
               result  shall be converted  to a decimal  value  (e.g.,  2.38% to
               0.0238),  multiplied  by .01 and then  multiplied  by the  Funds'
               average net assets for the comparison  period.  This product next
               shall be divided by 12 to put the  adjustment on a monthly basis.
               Where the  performance of the Fund exceeds the Index,  the amount
               so  determined  shall be an increase  in fees as  computed  under
               paragraph (a).  Where Fund  performance is exceeded by the Index,
               the amount so  determined  shall be a decrease in such fees.  The
               percentage point  difference  between the performance of the Fund
               and that of the  Index,  as  determined  above,  is  limited to a
               maximum of 0.0008 per year for AXP Variable Portfolio - Blue Chip
               Advantage  Fund and AXP  Variable  Portfolio - Growth  Fund,  and
               0.0012 per year for AXP Variable  Portfolio - Small Cap Advantage
               Fund.

          (iii)The  12  month  comparison   period  will  roll  over  with  each
               succeeding month, so that it always equals 12 months, ending with
               the month for which the performance adjustment is being computed.

          (iv) If the Index ceases to be published  for a period of more than 90
               days,  changes  in any  material  respect  or  otherwise  becomes
               impracticable   to  use  for  purposes  of  the  adjustment,   no
               adjustment  will be made under this paragraph (b) until such time
               as the Board approves a substitute index.

<PAGE>

(2)  The  fee  shall  be  paid on a  monthly  basis  and,  in the  event  of the
     termination  of this  Agreement,  the fee accrued  shall be prorated on the
     basis of the  number of days that this  Agreement  is in effect  during the
     month with respect to which such payment is made.

(3)  The fee  provided for  hereunder  shall be paid in cash by the Funds to IDS
     Life within five business days after the last day of each month.

Part Three: ALLOCATION OF EXPENSES

(1)  The Corporation agrees to pay:

     (a)  Fees payable to IDS Life for the latter's  services under the terms of
          this Agreement.

     (b)  All fees, costs,  expenses and allowances payable to any person,  firm
          or corporation  for services  under any agreement  entered into by the
          Fund  covering  the offering for sale,  sale and  distribution  of the
          Fund's shares.

     (c)  All taxes of any kind payable by the Funds other than federal original
          issuance taxes on shares issued by the Fund.

     (d)  All  brokerage  commissions  and charges in the  purchase  and sale of
          assets.

(2)  The  Corporation  agrees to reimburse  IDS Life or its  affiliates  for the
     aggregate  cost of the services  listed  below  incurred by IDS Life in its
     operation of the Fund.

     (a)  All custodian or trustee fees, costs and expenses.

     (b)  Costs and expenses in connection  with the auditing and  certification
          of the  records  and  accounts  of the Fund by  independent  certified
          public accountants.

     (c)  Costs of  obtaining  and  printing  of  dividend  checks,  reports  to
          shareholders,  notices,  proxies,  proxy statements and tax notices to
          shareholders,  and also the cost of  envelopes in which such are to be
          mailed.

     (d)  Postage on all  communications,  notices  and  statements  to brokers,
          dealers, and the Fund's shareholders.

     (e)  All fees and expenses  paid to directors  of the Funds;  however,  IDS
          Life will pay fees to  directors  who are officers or employees of IDS
          Life or its affiliated companies.

     (f)  Costs of fidelity and surety bonds  covering  officers,  directors and
          employees of the Fund.

     (g)  All fees and expenses of  attorneys  who are not officers or employees
          of IDS Life or any of its affiliates.

     (h)  All fees paid for the  qualification and registration for public sales
          of the  securities of the Fund under the laws of the United States and
          of the several  states of the United States in which the securities of
          the Fund shall be offered for sale.

     (i)  Cost of printing  prospectuses,  statements of additional  information
          and application forms for existing  shareholders,  and any supplements
          thereto.

<PAGE>

     (j)  Any losses due to theft and defalcation of the assets of the Funds, or
          due to  judgments  or  adjustments  not  covered by surety or fidelity
          bonds, and not covered by agreement or obligation.

     (k)  Expenses incurred in connection with lending  portfolio  securities of
          the Funds.

     (l)  Expenses properly payable by the Funds, approved by the Board.

Part Four: MISCELLANEOUS

(1)  IDS Life shall be deemed to be an  independent  contractor  and,  except as
     expressly provided or authorized in this Agreement, shall have no authority
     to act for or represent the Fund.

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

(3)  Each Fund  recognizes that AEFC and IDS Life now render and may continue to
     render investment  advice and other services to other investment  companies
     and persons which may or may not have  investment  policies and investments
     similar to those of the Funds and that AEFC and IDS Life  manage  their own
     investments and/or those of their subsidiaries.  AEFC and IDS Life shall be
     free to render  such  investment  advice and other  services  and each Fund
     hereby consents thereto.

(4)  Neither this  Agreement nor any  transaction  had pursuant  hereto shall be
     invalidated  or in any way affected by the fact that  directors,  officers,
     agents and/or shareholders of the Funds are or may be interested in AEFC or
     IDS Life or any  successor or assignee  thereof,  as  directors,  officers,
     stockholders or otherwise; that directors, officers, stockholders or agents
     of AEFC or IDS Life are or may be  interested  in the  Funds as  directors,
     officers,  shareholders,  or  otherwise;  or that  AEFC or IDS  Life or any
     successor or assignee,  is or may be interested in the Funds as shareholder
     or otherwise,  provided,  however,  that neither AEFC or IDS Life,  nor any
     officer, director or employee thereof or of the Funds, shall sell to or buy
     from the Funds any  property  or security  other than shares  issued by the
     Funds,  except in accordance with  applicable  regulations or orders of the
     SEC.

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

(6)  IDS Life agrees that no officer, director or employee of IDS Life will deal
     for or on behalf of the Funds with himself as  principal or agent,  or with
     any  corporation or partnership in which he may have a financial  interest,
     except that this shall not prohibit:

     (a)  Officers,  directors  or employees of IDS Life from having a financial
          interest in the Funds or in IDS Life.

     (b)  The purchase of  securities  for the Funds,  or the sale of securities
          owned by the Funds,  through a security broker or dealer,  one or more
          of whose  partners,  officers,  directors  or employees is an officer,
          director or  employee  of IDS Life,  provided  such  transactions  are
          handled  in the  capacity  of  broker  only and  provided  commissions
          charged do not exceed customary brokerage charges for such services.

     (c)  Transactions  with the Funds by a broker-dealer  affiliate of IDS Life
          as may be allowed by rule or order of the SEC, and if made pursuant to
          procedures adopted by the Board.

<PAGE>

(7)  IDS Life agrees that, except as herein otherwise  expressly  provided or as
     may be permitted  consistent with the use of a  broker-dealer  affiliate of
     IDS Life  under  applicable  provisions  of the  federal  securities  laws,
     neither it nor any of its  officers,  directors or  employees  shall at any
     time during the period of this Agreement, make, accept or receive, directly
     or  indirectly,  any  fees,  profits  or  emoluments  of any  character  in
     connection with the purchase or sale of securities (except shares issued by
     the Funds) or other assets by or for the Funds.

Part Five: RENEWAL AND TERMINATION

(1)  This Agreement shall continue in effect for two years from the date of this
     Agreement,  or until a new  agreement is approved by a vote of the majority
     of the outstanding shares of each Fund and by vote of the Board,  including
     the vote required by (b) of this  paragraph,  and if no new agreement is so
     approved, this Agreement shall continue from year to year thereafter unless
     and until terminated by either party as hereinafter  provided,  except that
     such  continuance  shall be specifically  approved at least annually (a) by
     the Board or by a vote of the  majority  of the  outstanding  shares of the
     Funds  and  (b) by the  vote of a  majority  of the  directors  who are not
     parties to this Agreement or interested  persons of any such party, cast in
     person at a meeting called for the purpose of voting on such  approval.  As
     used in this paragraph,  the term  "interested  person" shall have the same
     meaning as set forth in the Investment Company Act of 1940, as amended (the
     "1940 Act").

(2)  This  Agreement  may be terminated by either a Fund or IDS Life at any time
     by giving the other  party 60 days'  written  notice of such  intention  to
     terminate,  provided that any termination shall be made without the payment
     of any penalty,  and  provided  further  that  termination  may be effected
     either by the Board or by a vote of the majority of the outstanding  voting
     shares of the Fund.  The vote of the  majority  of the  outstanding  voting
     shares of the Fund for the purpose of this Part Five shall be the vote at a
     shareholders'  regular  meeting,  or a special  meeting duly called for the
     purpose, of 67% or more of the Fund's shares present at such meeting if the
     holders of more than 50% of the  outstanding  voting  shares are present or
     represented by proxy, or more than 50% of the outstanding  voting shares of
     the Fund, whichever is less.

(3)  This Agreement  shall  terminate in the event of its  assignment,  the term
     "assignment"  for this purpose  having the same meaning as set forth in the
     1940 Act.

     IN  WITNESS  THEREOF,  the  parties  hereto  have  executed  the  foregoing
Agreement as of the day and year first above written.


AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
     AXP Variable Portfolio - Blue Chip Advantage Fund
     AXP Variable Portfolio - Growth Fund
     AXP Variable Portfolio - Small Cap Advantage Fund


By/s/Leslie L. Ogg
     Leslie L. Ogg
     Vice President

IDS LIFE INSURANCE COMPANY


By/s/Pamela J. Moret
     Pamela J. Moret
     Executive Vice President, Variable Assets



                    ADDENDUM TO INVESTMENT ADVISORY AGREEMENT

Schedule A of the  Investment  Advisory  Agreement  between  IDS Life  Insurance
Company  (IDS Life) and  American  Express  Financial  Corporation  (AEFC) dated
October,  14, 1998 is hereby  amended to add 5 new  investment  portfolios,  AXP
Variable  Portfolio  - Blue  Chip  Advantage  Fund,  AXP  Variable  Portfolio  -
Diversified  Equity Income Fund, AXP Variable Portfolio Federal Income Fund, AXP
Variable  Portfolio  -  Growth  Fund  and AXP  Variable  Portfolio  - Small  Cap
Advantage Fund. All other provisions of the Investment Advisory Agreement remain
in full force and effect.


IN WITNESS  WHEREOF,  the parties  hereto have  executed this Addendum as on the
13th day of September, 1999.



IDS LIFE INSURANCE COMPANY                ATTEST:





By:/s/Pamela J. Moret                      By:/s/Mary Jo Olson
Name: Pamela J. Moret                      Name: Mary Jo Olson
Title: Executive Vice President            Title: Assistant Secretary
Variable Assets


AMERICAN EXPRESS FINANCIAL CORPORATION      ATTEST:



By:/s/Peter J. Anderson                      By:/s/Mary Jo Olson
Name: Peter J. Anderson                      Name: Mary Jo Olson
Title: Senior Vice President -               Title: Assistant Secretary
Investment Operations

<PAGE>

                                  SCHEDULE A



                 FUND                                            PERCENTAGE OF
                                                                 NET ASSETS

AXP Variable Portfolio - Income Series, Inc.
o    AXP Variable Portfolio - Bond Fund                             0.25%
o    AXP Variable Portfolio - Extra Income Fund                     0.25%
o    AXP Variable Portfolio - Federal Income Fund                   0.25%
o    AXP Variable Portfolio - Global Bond Fund                      0.25%

AXP Variable Portfolio - Investment Series, Inc.
o    AXP Variable Portfolio - Blue Chip Advantage                   0.25%
o    AXP Variable Portfolio - Capital Resource Fund                 0.25%
o    AXP Variable Portfolio - Growth Fund                           0.25%
o    AXP Variable Portfolio - International Fund                    0.35%
o    AXP Variable Portfolio - New Dimensions Fund                   0.25%
o    AXP Variable Portfolio - Small Cap Advantage Fund              0.25%
o    AXP Variable Portfolio - Strategy Aggressive Fund              0.25%

AXP Variable Portfolio - Managed Series, Inc.
o    AXP Variable Portfolio - Diversified Equity Income Fund        0.25%
o    AXP Variable Portfolio - Managed Fund                          0.25%

AXP Variable Portfolio - Money Market Series, Inc.
o    AXP Variable Portfolio - Cash Management Fund                  0.25%

IDS Life Series Fund, Inc.
o    Equity Portfolio                                               0.25%
o    Equity Income Portfolio                                        0.25%
o    Income Portfolio                                               0.25%
o    Money Market Portfolio                                         0.25%
o    Managed Portfolio                                              0.25%
o    Government Securities Portfolio                                0.25%
o    International Equity Portfolio                                 0.35%


                        INVESTMENT SUBADVISORY AGREEMENT


This  Agreement  is effective  as of the 9th day of July,  1999,  by and between
American Express  Financial  Corporation  ("AEFC"),  a Delaware  corporation and
American Express Asset Management Group Inc. ("AEAMG"), a Minnesota corporation.

Each of the Funds and Portfolios  listed in Exhibit A (individually a "Fund" and
collectively  the "Funds" ), is registered  as an  investment  company under the
Investment Company Act of 1940 (the "1940 Act"); and

Each Fund has entered into an  Investment  Management  Services  Agreement  with
AEFC, an investment adviser registered under the Investment Advisers Act of 1940
(the "Advisers Act"), under which AEFC provides  investment advisory services to
the Fund; and

AEAMG is a registered  investment adviser under the Advisers Act and has a staff
of  experienced  investment  personnel and facilities for the kind of investment
portfolio contemplated for the Funds.

Therefore, it is mutually agreed with respect to each Fund:

Part One:  Investment Management Services

(1) AEFC retains  AEAMG,  and AEAMG  agrees,  with respect to the Fund's  assets
allocated  to AEAMG by AEFC,  to furnish the Fund  continuously  with  suggested
investment  planning;  to  determine,  consistent  with  the  Fund's  investment
objectives  and  policies,  which  securities  in  AEAMG's  discretion  shall be
purchased,  held or sold and to execute or cause the  execution  of  purchase or
sell orders;  to prepare and make  available to the Fund all necessary  research
and statistical  data;  subject always to the direction and control of the Board
of Directors  (the  "Board"),  the  officers of the Fund and AEFC.  AEFC will be
responsible  for investing and reinvesting all of the Fund's cash and cash items
held by the  Fund's  U.S.  custodian.  AEAMG  agrees  to  maintain  an  adequate
organization  of  competent  persons to provide the  services and to perform the
functions described in this Agreement.

(2) All  transactions  will be executed in accordance  with the  procedures  and
standards  set forth in, or  established  in  accordance  with,  the  Investment
Management Services Agreement between AEFC and the Fund. AEFC will provide AEAMG
with  information  concerning  those  procedures  and  standards  and AEAMG will
maintain  records to assure that  transactions  have been executed in accordance
those procedures and standards.

(3) AEAMG agrees that the investment  planning and investment  decisions will be
in accordance with  investment  policies and strategies of the Fund as disclosed
to AEAMG  from time to time by the Fund and as set forth in its  prospectus  and
statement  of  additional  information  filed with the  Securities  and Exchange
Commission (the "SEC").

(4) AEFC agrees that it will  furnish to AEAMG any  information  that the latter
may reasonably request with respect to the services performed or to be performed
by AEAMG under this Agreement.

(5) AEAMG  agrees to provide  the Board and AEFC with  information  and  reports
regarding its  activities as deemed  appropriate  by AEFC or as requested by the
Board and to meet with any  persons at the  request of the Board or AEFC for the
purpose of reviewing AEAMG's performance under this Agreement.

<PAGE>

(6) It is  understood  and  agreed  that in  furnishing  the Fund with  advisory
services,  neither AEAMG,  nor any of its officers,  directors or agents will be
held liable to AEFC,  the Fund or its  creditors or  shareholders  for errors of
judgment  or for  anything  except  willful  misfeasance,  bad  faith,  or gross
negligence  in the  performance  of its  duties,  or reckless  disregard  of its
obligations  and  duties  under  the  terms  of this  Agreement.  It is  further
understood  and agreed  that  AEAMG may rely upon  information  furnished  to it
reasonably  believed to be accurate and  reliable  and that,  except as provided
above,  AEAMG will not be accountable  for any loss suffered by AEFC or the Fund
by reason of the  latter's  action or  nonaction  on the basis of any  advice or
recommendation of AEAMG, its officers, directors or agents.

Part Two:  Compensation To AEAMG.

As  compensation  for its  services,  AEFC will pay AEAMG a fee as  described in
Exhibit A. AEFC will pay this fee to AEAMG on a monthly  basis in cash  within 5
business days after the last day of each month.  In the event of the termination
of this  Agreement,  the fee accrued will be prorated on the basis of the number
of days that this Agreement is in effect during the month.

Part Three:  Miscellaneous

(1) AEAMG will be deemed to be an independent  contractor and, unless  expressly
authorized, will have no authority to act for or represent the Fund.

(2) AEFC agrees that AEAMG may render  investment  advice and other  services to
other  persons  that may or may not have  investment  policies  and  investments
similar to those of the Fund,  and that  AEAMG may  manage its own  investments,
provided that these  activities do not impair AEAMG's ability to render services
under this Agreement.

(3) Neither this  Agreement nor any  transaction  under this  Agreement  will be
invalidated or in any way affected by the fact that directors,  officers, agents
and/or  shareholders  of the  Fund  are or may be  interested  in  AEAMG  or any
successor or assignee, as directors,  officers,  stockholders or otherwise; that
directors, officers, stockholders or agents of AEAMG are or may be interested in
the Fund as directors,  officers,  shareholders,  or otherwise; or that AEAMG or
any successor or assignee, is or may be interested in the Fund as shareholder or
otherwise,  provided,  however, that neither AEAMG, nor any officer, director or
employee thereof or of the Fund, shall sell to or buy from the Fund any property
or security  other than shares  issued by the Fund,  except in  accordance  with
applicable regulations or orders of the SEC.

(4) Any notice under this  Agreement  must be given in writing  delivered to the
party's  principal  place of business in Minneapolis,  Minnesota,  or to another
address as either party may designate in writing to the other.

(5) AEAMG agrees that no officer, director or employee of AEAMG will deal for or
on behalf of the Fund with himself or herself as principal or agent, or with any
corporation  or  partnership  in which he or she may have a financial  interest,
except that this shall not prohibit:

         (a)  Officers,  directors or employees of AEAMG from having a financial
interest in the Fund or in AEAMG.

         (b) The purchase of securities  for the Fund, or the sale of securities
owned by the Fund,  through a security  broker or  dealer,  one or more of whose
partners,  officers,  directors or employees is an officer, director or employee
of AEAMG,  provided such transactions are handled in the capacity of broker only
and provided  commissions  charged do not exceed customary brokerage charges for
such services.

         (c) Transactions with the Fund by a broker-dealer affiliate of AEAMG as
may be allowed by rule or order of the SEC, and if made  pursuant to  procedures
adopted by the Fund's Board.

<PAGE>

(6) AEAMG agrees that, except as herein otherwise  expressly  provided or as may
be permitted consistent with the use of a broker-dealer affiliate of AEAMG under
applicable  provisions of the federal securities laws, neither it nor any of its
officers,  directors  or  employees  shall at any time during the period of this
Agreement, make, accept or receive, directly or indirectly, any fees, profits or
emoluments  of any  character  in  connection  with  the  purchase  or  sale  of
securities  (except  shares  issued by the  Fund) or other  assets by or for the
Fund.

(7) AEAMG agrees to protect the  confidentiality  of any non-public  information
provided to it by AEFC or the Fund.

Part Four:  Renewal And Termination

(1) This Agreement,  unless  terminated  under  paragraph 2,3, or 4 below,  will
continue in effect from year to year,  provided its continued  applicability  is
specifically  approved  at least  annually  (i) by the Board of the Fund or by a
vote of the holders of a majority of the outstanding  votes of the Fund and (ii)
by vote of a majority of the Board members who are not parties to this Agreement
or interested  persons of any such party, cast in person at a meeting called for
the  purpose of voting on such  approval.  As used in this  paragraph,  the term
"interested  person"  has the same  meaning  as set  forth in the 1940  Act,  as
amended.

(2) This Agreement may be terminated at any time, without penalty,  by the Board
of the Fund or by vote of the  holders of a majority  of the Fund's  outstanding
shares, on 60 days' written notice to AEFC or to AEAMG.

(3) AEFC or AEAMG may  terminate  this  Agreement  by giving  sixty days written
notice to the other party.

(4) This  Agreement  will  terminate  in the event of its  assignment,  the term
"assignment" for this purpose having the same meaning set forth in the 1940 Act,
as amended.

In Witness  Thereof,  the parties  hereto have executed this Agreement as of the
day and year first above written.

AMERICAN EXPRESS FINANCIAL CORPORATION




By:/s/Peter J. Anderson
      Senior Vice President -
      Investment Operations


AMERICAN EXPRESS ASSET MANAGEMENT GROUP INC.



By:/s/Stephen W. Roszell
      President

<PAGE>

                                    EXHIBIT A

With respect to the Fund's assets allocated to AEAMG,  AEFC will pay AEAMG a fee
equal on an annual basis as follows:


Fund                                        Fee

AXP Variable Portfolio -
     Strategy Aggressive Fund               0.35% of average daily net assets


                             SUB-ADVISORY AGREEMENT

This Agreement is effective as of the 13th day of September, 1999 by and between
American Express  Financial  Corporation  ("AEFC"),  a Delaware  corporation and
Kenwood  Capital  Management  LLC  ("Kenwood"),  a  Delaware  limited  liability
company.

Each of the Funds and Portfolios  listed in Exhibit A (individually a "Fund" and
collectively  the "Funds" ), is registered  as an  investment  company under the
Investment Company Act of 1940 (the "1940 Act"); and

Each Fund has entered into an  Investment  Management  Services  Agreement  with
AEFC, an investment adviser registered under the Investment Advisers Act of 1940
(the "Advisers Act"), under which AEFC provides  investment advisory services to
the Fund; and

Kenwood is a  registered  investment  adviser  under the  Advisers Act and has a
staff  of  experienced  investment  personnel  and  facilities  for the  kind of
investment portfolio contemplated for the Funds.

Therefore, it is mutually agreed with respect to each Fund:

Part One: Investment Management Services

(1)  AEFC retains Kenwood, and Kenwood agrees, with respect to the Fund's assets
     allocated  to  Kenwood  by AEFC,  to  furnish  the Fund  continuously  with
     suggested  investment  planning;  to determine,  consistent with the Fund's
     investment   objectives  and  policies,   which   securities  in  Kenwood's
     discretion  shall be  purchased,  held or sold and to  execute or cause the
     execution of purchase or sell orders;  to prepare and make available to the
     Fund all necessary  research and  statistical  data;  subject always to the
     direction and control of the Board of Directors (the "Board"), the officers
     of  the  Fund  and  AEFC.  AEFC  will  be  responsible  for  investing  and
     reinvesting  all of the Fund's  cash and cash items held by the Fund's U.S.
     custodian. Kenwood agrees to maintain an adequate organization of competent
     persons to provide the services and to perform the  functions  described in
     this Agreement.

(2)  All  transactions  will be executed in accordance  with the  procedures and
     standards set forth in, or established  in accordance  with, the Investment
     Management  Services Agreement between AEFC and the Fund. AEFC will provide
     Kenwood with  information  concerning  those  procedures  and standards and
     Kenwood  will  maintain  records  to  assure  that  transactions  have been
     executed in accordance those procedures and standards.

(3)  Kenwood agrees that the investment  planning and investment  decisions will
     be in accordance  with  investment  policies and  strategies of the Fund as
     disclosed  to Kenwood from time to time by the Fund and as set forth in its
     prospectus  and  statement  of  additional   information   filed  with  the
     Securities and Exchange Commission (the "SEC").

(4)  AEFC agrees that it will furnish to Kenwood any information that the latter
     may  reasonably  request with  respect to the  services  performed or to be
     performed by Kenwood under this Agreement.

(5)  Kenwood agrees to provide the Board and AEFC with  information  and reports
     regarding its  activities as deemed  appropriate by AEFC or as requested by
     the Board and to meet with any  persons at the request of the Board or AEFC
     for the purpose of reviewing Kenwood's performance under this Agreement.

(6)  It is  understood  and agreed  that in  furnishing  the Fund with  advisory
     services,  neither  Kenwood,  nor any of its officers,  directors or agents
     will be held liable to AEFC, the Fund or its creditors or shareholders  for
     errors of judgment or for anything except willful  misfeasance,  bad faith,
     or gross negligence in the performance of its duties, or reckless disregard
     of its  obligations  and duties  under the terms of this  Agreement.  It is
     further  understood  and  agreed  that  Kenwood  may rely upon  information
     furnished to it  reasonably  believed to be accurate and reliable and that,
     except as provided  above,  Kenwood  will not be  accountable  for any loss
     suffered by AEFC or the Fund by reason of the latter's  action or nonaction
     on the basis of any advice or  recommendation  of  Kenwood,  its  officers,
     directors or agents.

<PAGE>

Part Two:  Compensation To Kenwood.

As  compensation  for its services,  AEFC will pay Kenwood a fee as described in
Exhibit A. AEFC will pay this fee to Kenwood on a monthly basis in cash within 5
business days after the last day of each month.  In the event of the termination
of this  Agreement,  the fee accrued will be prorated on the basis of the number
of days that this Agreement is in effect during the month.

Part Three:  Miscellaneous

(1)  Kenwood  will  be  deemed  to  be an  independent  contractor  and,  unless
     expressly  authorized,  will have no authority to act for or represent  the
     Fund.

(2)  AEFC agrees that Kenwood may render investment advice and other services to
     other persons that may or may not have investment  policies and investments
     similar  to  those  of the  Fund,  and  that  Kenwood  may  manage  its own
     investments, provided that these activities do not impair Kenwood's ability
     to render services under this Agreement.

(3)  Neither this  Agreement nor any  transaction  under this  Agreement will be
     invalidated  or in any way affected by the fact that  directors,  officers,
     agents and/or  shareholders of the Fund are or may be interested in Kenwood
     or any  successor or assignee,  as  directors,  officers,  stockholders  or
     otherwise; that directors, officers,  stockholders or agents of Kenwood are
     or may be interested in the Fund as directors,  officers,  shareholders, or
     otherwise;  or that  Kenwood or any  successor  or  assignee,  is or may be
     interested in the Fund as shareholder or otherwise, provided, however, that
     neither  Kenwood,  nor any officer,  director or employee thereof or of the
     Fund,  shall sell to or buy from the Fund any  property or  security  other
     than  shares  issued by the  Fund,  except in  accordance  with  applicable
     regulations or orders of the SEC.

(4)  Any notice under this Agreement  must be given in writing  delivered to the
     party's  principal  place of  business  in  Minneapolis,  Minnesota,  or to
     another address as either party may designate in writing to the other.

(5)  Kenwood  agrees that no officer,  director or employee of Kenwood will deal
     for or on behalf of the Fund with himself or herself as principal or agent,
     or with  any  corporation  or  partnership  in  which  he or she may have a
     financial interest, except that this shall not prohibit:

     (a)  Officers,  directors  or  employees of Kenwood from having a financial
          interest in the Fund or in Kenwood.

     (b)  The purchase of  securities  for the Fund,  or the sale of  securities
          owned by the Fund, through a security broker or dealer, one or more of
          whose  partners,  officers,  directors  or  employees  is an  officer,
          director  or  employee  of Kenwood,  provided  such  transactions  are
          handled  in the  capacity  of  broker  only and  provided  commissions
          charged do not exceed customary brokerage charges for such services.

     (c)  Transactions with the Fund by a broker-dealer  affiliate of Kenwood as
          may be allowed by rule or order of the SEC,  and if made  pursuant  to
          procedures adopted by the Fund's Board.

(6)  Kenwood agrees that,  except as herein otherwise  expressly  provided or as
     may be permitted  consistent with the use of a  broker-dealer  affiliate of
     Kenwood under applicable provisions of the federal securities laws, neither
     it nor any of its officers, directors or employees shall at any time during
     the  period  of this  Agreement,  make,  accept  or  receive,  directly  or
     indirectly,  any fees, profits or emoluments of any character in connection
     with the purchase or sale of securities  (except shares issued by the Fund)
     or other assets by or for the Fund.

(7)  Kenwood agrees to protect the confidentiality of any non-public information
     provided to it by AEFC or the Fund.

<PAGE>

Part Four:  Renewal And Termination

(1)  This Agreement,  unless  terminated under paragraph 2, 3, or 4 below,  will
     continue in effect from year to year, provided its continued  applicability
     is specifically  approved at least annually (i) by the Board of the Fund or
     by a vote of the holders of a majority of the outstanding votes of the Fund
     and (ii) by vote of a majority of the Board  members who are not parties to
     this Agreement or interested persons of any such party, cast in person at a
     meeting called for the purpose of voting on such approval.  As used in this
     paragraph,  the term "interested  person" has the same meaning as set forth
     in the 1940 Act, as amended.

(2)  This Agreement may be terminated at any time, without penalty, by the Board
     of the  Fund  or by  vote  of  the  holders  of a  majority  of the  Fund's
     outstanding shares, on 60 days' written notice to AEFC or to Kenwood.

(3)  AEFC or Kenwood may terminate  this  Agreement by giving sixty days written
     notice to the other party.

(4)  This  Agreement  will  terminate in the event of its  assignment,  the term
     "assignment" for this purpose having the same meaning set forth in the 1940
     Act, as amended.

In Witness  Thereof,  the parties  hereto have executed this Agreement as of the
day and year first above written.

AMERICAN EXPRESS FINANCIAL CORPORATION





By:/s/Peter J. Anderson
      Peter J. Anderson
      Senior Vice President -Investment Operations


Kenwood Capital Management LLC





By:/s/Jacob D. Hurwitz
      Jacob E. Hurwitz
      Principal


<PAGE>



                                    EXHIBIT A

With respect to the Fund's assets allocated to Kenwood,  AEFC will pay Kenwood a
fee equal on an annual basis as follows:

Fund                                          Fee

AXP Variable Portfolio -
Small Cap Advantage Fund                      0.35% of average daily net assets


                        ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT  made the 13th day of  September,  1999,  by and between AXP  Variable
Portfolio  -  Investment   Series,   Inc.  (the   "Corporation"),   a  Minnesota
corporation,  on behalf of its underlying series funds: AXP Variable Portfolio -
Blue Chip Advantage Fund, AXP Variable  Portfolio - Growth Fund and AXP Variable
Portfolio - Small Cap Advantage Fund (individually a "Fund" and collectively the
"Funds"), and American Express Financial Corporation, a Delaware corporation.

Part One: SERVICES

(1)      The Corporation hereby retains American Express Financial  Corporation,
         and American  Express  Financial  Corporation  hereby  agrees,  for the
         period of this Agreement and under the terms and conditions hereinafter
         set  forth,   to  furnish  the   Corporation   continuously   with  all
         administrative,   accounting,  clerical,  statistical,  correspondence,
         corporate  and all  other  services  of  whatever  nature  required  in
         connection with the administration of the Corporation as provided under
         this Agreement; and to pay such expenses as may be provided for in Part
         Three hereof;  subject always to the direction and control of the Board
         of Directors,  the Executive  Committee and the authorized  officers of
         the  Corporation.  American  Express  Financial  Corporation  agrees to
         maintain an adequate  organization of competent  persons to provide the
         services  and to  perform  the  functions  herein  mentioned.  American
         Express Financial  Corporation  agrees to meet with any persons at such
         times as the Board of Directors  deems  appropriate  for the purpose of
         reviewing  American Express Financial  Corporation's  performance under
         this Agreement.

(2)      The  Corporation  agrees  that  it will  furnish  to  American  Express
         Financial  Corporation any  information  that the latter may reasonably
         request with  respect to the  services  performed or to be performed by
         American Express Financial Corporation under this Agreement.

(3)      It is understood and agreed that in furnishing the Corporation with the
         services  as  herein  provided,   neither  American  Express  Financial
         Corporation,  nor any officer,  director or agent thereof shall be held
         liable to the Corporation or its creditors or  shareholders  for errors
         of judgment or for anything except willful  misfeasance,  bad faith, or
         gross  negligence  in  the  performance  of  its  duties,  or  reckless
         disregard  of its  obligations  and  duties  under  the  terms  of this
         Agreement.  It is further  understood and agreed that American  Express
         Financial  Corporation  may  rely  upon  information  furnished  to  it
         reasonably believed to be accurate and reliable.

Part Two: COMPENSATION FOR SERVICES

(1)      The   Corporation   agrees  to  pay  to  American   Express   Financial
         Corporation,  and American Express Financial  Corporation covenants and
         agrees to accept from the  Corporation in full payment for the services
         furnished,  based on the net assets of the  Corporation as set forth in
         the following table:

         AXP Variable Portfolio - Blue Chip Advantage Fund

               Assets                Annual Rate at
             (billions)             each asset level
             ----------             ----------------
         First    $0.25                  0.040%
         Next      0.25                  0.035
         Next      0.25                  0.030
         Next      0.25                  0.025
         Over      1.00                  0.020

<PAGE>

         AXP Variable Portfolio - Growth Fund

               Assets                Annual Rate at
             (billions)             each asset level
             ----------             ----------------
         First    $1.00                  0.050%
         Next      1.00                  0.045
         Next      1.00                  0.040
         Next      3.00                  0.035
         Over      6.00                  0.030

         AXP Variable Portfolio - Small Cap Advantage 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      1.00                  0.040
         Over      2.00                  0.035

The  administrative  fee for each  calendar  day of each year  shall be equal to
1/365th  (1/366th  in  each  leap  year)  of  the  total  amount  computed.  The
computation shall be made for each such day on the basis of net assets as of the
close of business of the full  business day two (2)  business  days prior to the
day for which the  computation  is being made. In the case of the  suspension of
the computation of net asset value, the  administrative  fee for each day during
such  suspension  shall be computed as of the close of business on the last full
business day on which the net assets were computed. As used herein, "net assets"
as of the close of a full business day shall include all  transactions in shares
of the Corporation recorded on the books of the Corporation for that day.

(2)      The  administrative  fee shall be paid on a monthly  basis and,  in the
         event of the  termination of this  Agreement,  the  administrative  fee
         accrued  shall be prorated on the basis of the number of days that this
         Agreement  is in effect  during  the month  with  respect to which such
         payment is made.

(3)      The  administrative fee provided for hereunder shall be paid in cash by
         the Corporation to American Express Financial  Corporation  within five
         (5) business days after the last day of each month.

Part Three: ALLOCATION OF EXPENSES

(1)      The Corporation agrees to pay:

         (a)      Administrative  fees  payable to  American  Express  Financial
                  Corporation   for  its  services   under  the  terms  of  this
                  Agreement.

         (b)      Taxes.

         (c)      Fees  and  charges  of  its   independent   certified   public
                  accountants for services the Corporation requests.

          (d)     Fees and expenses of attorneys (i) it employs in matters  not
                  involving the assertion of a claim by a third party against
                  the Corporation, its directors and officers, (ii) it  employs
                  in conjunction  with a claim  asserted  by the  Board  of
                  Directors against  American  Express  Financial  Corporation,
                  except  that American  Express  Financial   Corporation  shall
                  reimburse  the Corporation  for  such  fees  and  expenses  if
                  it is  ultimately determined  by a court of  competent
                  jurisdiction,  or  American Express Financial  Corporation
                  agrees, that it is liable in whole or in part to the
                  Corporation,  and (iii) it employs to assert a claim against a
                  third party.

         (e)      Fees paid for the  qualification  and  registration for public
                  sale of the  securities of the  Corporation  under the laws of
                  the  United  States  and of the  several  states in which such
                  securities shall be offered for sale.

         (f)      Office  expenses  which shall include a charge for  occupancy,
                  insurance on the premises, furniture and equipment, telephone,
                  telegraph,    electronic    information    services,    books,
                  periodicals,  published services,  and office supplies used by
                  the  Corporation,  equal  to the  cost  of  such  incurred  by
                  American Express Financial Corporation.

         (g)      Fees of consultants employed by the Corporation.

         (h)      Directors, officers and employees expenses which shall include
                  fees, salaries,  memberships, dues, travel, seminars, pension,
                  profit sharing, and all other benefits paid to or provided for
                  directors,  officers  and  employees,  directors  and officers
                  liability insurance, errors and omissions liability insurance,
                  worker's compensation  insurance and other expenses applicable
                  to  the  directors,   officers  and   employees,   except  the
                  Corporation  will not pay any fees or  expenses  of any person
                  who is an officer or employee of  American  Express  Financial
                  Corporation or its affiliates.

         (i)      Filing  fees  and  charges  incurred  by  the  Corporation  in
                  connection  with  filing  any  amendment  to its  articles  of
                  incorporation,  or incurred in filing any other  document with
                  the State of Minnesota or its political subdivisions.

         (j)      Organizational expenses of the Corporation.

         (k)      One-half of the Investment  Company Institute  membership dues
                  charged jointly to the American  Express(R) Funds and American
                  Express Financial Corporation.

         (l) Expenses properly payable by the Corporation, approved by the Board
             of Directors.

(2)      American  Express  Financial  Corporation  agrees  to pay all  expenses
         associated  with the  services  it  provides  under  the  terms of this
         Agreement.  Further, American Express Financial Corporation agrees that
         if, at the end of any month, the expenses of the Corporation under this
         Agreement and any other agreement  between the Corporation and American
         Express Financial  Corporation,  but excluding those expenses set forth
         in (1)(b) of this Part Three,  exceed the most  restrictive  applicable
         state expenses limitation, the Corporation shall not pay those expenses
         set  forth in (1)(a)  and (c)  through  (m) of this  Part  Three to the
         extent necessary to keep the Corporation's  expenses from exceeding the
         limitation,   it  being  understood  that  American  Express  Financial
         Corporation  will assume all unpaid  expenses and bill the  Corporation
         for them in subsequent  months but in no event can the  accumulation of
         unpaid expenses or billing be carried past the end of the Corporation's
         fiscal year.

Part Four:  MISCELLANEOUS

(1)      American  Express  Financial  Corporation  shall  be  deemed  to  be an
         independent  contractor and, except as expressly provided or authorized
         in this Agreement,  shall have no authority to act for or represent the
         Corporation.

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

(3)      The Corporation  recognizes that American Express Financial Corporation
         now renders  and may  continue  to render  investment  advice and other
         services to other investment companies and persons which may or may not
         have  investment  policies  and  investments  similar  to  those of the
         Corporation and that American Express Financial Corporation manages its
         own  investments  and/or those of its  subsidiaries.  American  Express
         Financial  Corporation  shall be free to render such investment  advice
         and other services and the Corporation hereby consents thereto.

(4)      Neither this Agreement nor any transaction had pursuant hereto shall be
         invalidated or in anyway affected by the fact that directors, officers,
         agents and/or  shareholders of the Corporation are or may be interested
         in American Express Financial  Corporation or any successor or assignee
         thereof,  as  directors,  officers,  stockholders  or  otherwise;  that
         directors,  officers,   stockholders  or  agents  of  American  Express
         Financial  Corporation  are or may be interested in the  Corporation as
         directors,  officers,  shareholders,  or  otherwise;  or that  American
         Express Financial  Corporation or any successor or assignee,  is or may
         be interested in the Corporation as shareholder or otherwise, provided,
         however, that neither American Express Financial  Corporation,  nor any
         officer, director or employee thereof or of the Corporation, shall sell
         to or buy from the  Corporation  any  property or  security  other than
         shares issued by the Corporation,  except in accordance with applicable
         regulations  or orders of the United  States  Securities  and  Exchange
         Commission.

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

(6)      American Express Financial Corporation agrees that no officer, director
         or employee of American Express Financial  Corporation will deal for or
         on behalf of the  Corporation  with himself as  principal or agent,  or
         with any  corporation  or  partnership in which he may have a financial
         interest,  except that this shall not prohibit  officers,  directors or
         employees  of  American  Express  Financial  Corporation  from having a
         financial  interest in the Corporation or in American Express Financial
         Corporation.

(7)      The Corporation agrees that American Express Financial  Corporation may
         subcontract for certain of the services  described under this Agreement
         with the understanding that there shall be no diminution in the quality
         or  level  of  the  services  and  that  American   Express   Financial
         Corporation remains fully responsible for the services.

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

<PAGE>

Part Five:  RENEWAL AND TERMINATION

(1)      This Agreement shall become effective on the date first set forth above
         (the  "Effective  Date") and shall continue in effect from year to year
         thereafter  as the parties may  mutually  agree;  provided  that either
         party may terminate  this Agreement by giving the other party notice in
         writing  specifying  the date of such  termination,  which shall be not
         less than 60 days after the date of receipt of such notice.

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

IN WITNESS THEREOF,  the parties hereto have executed the foregoing Agreement as
of the day and year first above written.


AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
     AXP Variable Portfolio - Blue Chip Advantage Fund
     AXP Variable Portfolio - Growth Fund
     AXP Variable Portfolio - Small Cap Advantage Fund





By:/s/Leslie L. Ogg
      Leslie L. Ogg
      Vice President


AMERICAN EXPRESS FINANCIAL CORPORATION





By:/s/Pamela J. Moret
      Pamela J. Moret
      Vice President- Variable Assets

                               CUSTODIAN AGREEMENT


THIS  CUSTODIAN  AGREEMENT  dated  September  13,  1999,  between  AXP  Variable
Portfolio  -   Investment   Series,   Inc.,   a  Minnesota   Corporation,   (the
"Corporation"), on behalf of its underlying series funds: AXP Variable Portfolio
- - Blue  Chip  Advantage  Fund,  AXP  Variable  Portfolio  - Growth  Fund and AXP
Variable  Portfolio - Small Cap  Advantage  Fund,  and  American  Express  Trust
Company,  a corporation  organized under the laws of the State of Minnesota with
its principal place of business at Minneapolis, Minnesota (the "Custodian").

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

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

Section 1. Definitions

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

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

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

Section 2. Names, Titles and Signatures of Authorized Persons

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

<PAGE>

Section 3. Use of Subcustodians

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

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

Section 4. Receipt and Disbursement of Money

(1)  The Custodian shall open and maintain a separate account or accounts in the
     name of the  Corporation  or cause  its  agent to open  and  maintain  such
     account or accounts  subject only to checks,  drafts or  directives  by the
     Custodian  pursuant to the terms of this  Agreement.  The  Custodian or its
     agent shall hold in such  account or  accounts,  subject to the  provisions
     hereof, all cash received by it from or for the account of the Corporation.
     The  Custodian  or its  agent  shall  make  payments  of cash to or for the
     account of the Corporation from such cash only:

     (a)  for the purchase of securities  for the  portfolio of the  Corporation
          upon the  receipt of such  securities  by the  Custodian  or its agent
          unless otherwise instructed on behalf of the Corporation;

     (b)  for the  purchase  or  redemption  of shares of  capital  stock of the
          Corporation;

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

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

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

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

     (g)  for payments for other proper corporate purposes;

     (h)  or upon the termination of this Agreement.

<PAGE>

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

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

Section 5. Receipt of Securities

Except as permitted by the second  paragraph of this  section,  the Custodian or
its  agent  shall  hold  in a  separate  account  or  accounts,  and  physically
segregated at all times from those of any other persons,  firms or corporations,
pursuant to the provisions hereof, all securities received by it for the account
of the  Corporation.  The  Custodian  shall  record and maintain a record of all
certificate  numbers.  Securities  so received  shall be held in the name of the
Corporation, in the name of an exclusive nominee duly appointed by the Custodian
or in bearer form, as appropriate.

Subject to such rules,  regulations or guidelines as the Securities and Exchange
Commission  may  adopt,  the  Custodian  may  deposit  all  or any  part  of the
securities  owned by the Corporation in a securities  depository  which includes
any system for the central  handling  of  securities  established  by a national
securities  exchange or a national  securities  association  registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, or
such other  person as may be  permitted  by the  Commission,  pursuant  to which
system all securities of any particular  class or series of any issuer deposited
within the system are treated as fungible and may be  transferred  or pledged by
bookkeeping entry without physical delivery of such securities.

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

(i)  for other proper corporate purposes.

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

Section 7. Custodian's Acts Without Instructions

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

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

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

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

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

Section 8. Voting and Other Action

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

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

<PAGE>

Section 9. Transfer Taxes

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

Section 10. Custodian's Reports

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

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

Section 11. Concerning Custodian

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

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

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

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

<PAGE>

Section 12. Termination and Amendment of Agreement

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

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

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

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

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


<PAGE>


Section 13. General

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

This Agreement shall be governed by the laws of the State of Minnesota.


AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
     AXP Variable Portfolio - Blue Chip Advantage Fund
     AXP Variable Portfolio - Growth Fund
     AXP Variable Portfolio - Small Cap Advantage Fund





By:/s/Leslie L. Ogg
      Leslie L. Ogg
      Vice President


AMERICAN EXPRESS TRUST COMPANY





By:/s/ChandraKant A. Patel
      ChandraKant A. Patel
      Vice President



October 28, 1999



AXP Variable Portfolio - Investment Series, Inc.
IDS Tower 10
Minneapolis, MN 55440-0010

Gentlemen:

I have  examined the Articles of  Incorporation  and the By-Laws of AXP Variable
Portfolio  -  Investment   Series,   Inc.   (the   Company)  and  all  necessary
certificates,  permits,  minute books, documents and records of the Company, and
the applicable statutes of the State of Minnesota, and it is my opinion that the
shares sold in accordance with applicable federal and state securities laws will
be legally issued, fully paid, and nonassessable.

This opinion may be used in connection with the Post-Effective Amendment.

Sincerely,


/s/Leslie L. Ogg
   Leslie L. Ogg
   Attorney at Law
   901 S. Marquette Ave., Suite 2810
   Minneapolis, Minnesota 55402-3268



Independent auditors' consent

The board and shareholders
AXP Variable Portfolio Investment Series, Inc.
     AXP Variable Portfolio - Capital Resource Fund
     AXP Variable Portfolio - International Fund
     AXP Variable Portfolio - New Dimensions Fund
     AXP Variable Portfolio - Strategy Aggressive Fund
AXP Variable Portfolio Income Series, Inc.
     AXP Variable Portfolio - Bond Fund
     AXP Variable Portfolio - Extra Income Fund
     AXP Variable Portfolio - Global Bond Fund
AXP Variable Portfolio Money Market Series, Inc.
     AXP Variable Portfolio - Cash Management Fund
AXP Variable Portfolio Managed Series, Inc.
     AXP Variable Portfolio - Managed Fund:

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 LLP



Minneapolis, Minnesota
October 28, 1999



                       Plan and Agreement of Distribution

This Plan and  Agreement  of  Distribution  ("Plan")  is  between  AXP  Variable
Portfolio - Investment  Series,  Inc. on behalf of its series of capital  stock,
AXP Variable  Portfolio - Blue Chip  Advantage  Fund,  AXP Variable  Portfolio -
Growth Fund and AXP Variable  Portfolio - Small Cap Advantage Fund, a registered
management investment company,  ("the Portfolio") and IDS Life Insurance Company
("IDS Life"). It is effective September 13, 1999.

This Plan provides that:

1.   IDS Life will  purchase  the  Portfolio's  shares on behalf of its separate
     accounts  and  the  separate  accounts  of its  affiliated  life  insurance
     companies  established for the purpose of funding  variable life insurance,
     annuity   contracts  or  both   (collectively   referred  to  as  "Variable
     Contracts"). Additionally, IDS Life may offer the Portfolio's shares to one
     or  more  unaffiliated  life  insurance   companies   ("Unaffiliated   Life
     Companies")  for purchase on behalf on certain of their  separate  accounts
     established for the purpose of funding Variable Contracts.

2.   The Portfolio  will reimburse IDS Life up to 0.125% of its daily net assets
     for various costs paid and accrued in connection  with the  distribution of
     the  Portfolio's   shares  and  for  services   provided  to  existing  and
     prospective  Variable  Contract  owners.  Payments  made under the Plan are
     based on budgeted  expenses and shall be made within five (5) business days
     after each month.  At the end of each calendar year, IDS Life shall furnish
     a declaration setting out the actual expenses it has paid and accrued.  Any
     money that has been paid in excess of the amount of these expenses shall be
     returned to the Portfolio.

3.   IDS Life  represents  that the money paid by the Portfolio will benefit the
     variable Contract owners and not the separate accounts that legally own the
     shares and be for the following:

     (a)  printing   and  mailing   prospectuses,   Statements   of   Additional
          Information,  supplements,  and  reports to existing  and  prospective
          Variable Contract owners;

     (b)  preparation  and  distribution  of  advertisement,  sales  literature,
          brokers'   materials  and  promotional   materials   relating  to  the
          Portfolio;

     (c)  presentation of seminars and sales meetings  describing or relating to
          the Portfolio;

     (d)  training sales personnel regarding the Portfolio;

     (e)  compensation of sales personnel for sale of the Portfolio's shares;

     (f)  compensation of sales personnel for assisting Variable Contract owners
          with respect to the Portfolio shares;

     (g)  overhead of IDS Life and its affiliates appropriately allocated to the
          promotion of sale of the Portfolio's shares; and

     (h)  any  activity  primarily  intended  to  result  in  the  sale  of  the
          Portfolio's shares, including payments to Unaffiliated Life Companies.

4.   IDS Life shall provide all information relevant and necessary for the Board
     to make informed  determinations about whether the Plan should be continued
     and shall:

     (a)  submit  quarterly a report that sets out the expenses  paid or accrued
          by it,  the  names  of the  Unaffiliated  Life  Companies  to whom the
          Portfolio's   shares  are  sold,   and  the  payments   made  to  each
          Unaffiliated Life Company that has been reimbursed;

     (b)  monitor  the level and  quality  of  services  provided  by it and all
          affiliated  companies  and will use its best efforts to assure that in
          each  case  legitimate   services  are  rendered  in  return  for  the
          reimbursement pursuant to the Plan ;and

     (c)  meet with the Portfolio's representatives, as reasonably requested, to
          provide additional information.

5.   IDS Life represents that it and all affiliated  insurance  company sponsors
     will  provide  full  disclosure  of  the  Portfolio's  12b-1  Plan  in  the
     prospectus  for any separate  account  investing in the  Portfolio and will
     clearly  communicate the combined  effect of all fees and costs,  including
     the reimbursement under the 12b-1 Plan, imposed by the separate account and
     the Portfolio in accordance with applicable laws.

6.   All  payments  by IDS Life to  Unaffiliated  Life  Companies  shall be made
     pursuant  to a written  agreement  (Related  Agreement).  All such  written
     agreements  will be in a form  approved  by a majority  of the  Portfolio's
     independent  members of the board and the board as a whole  before it shall
     be used. The Related Agreement shall:

     (a)  require full disclosure of the combined effect of all fees and charges
          in accordance with applicable laws;

     (b)  provide for the termination at any time without penalty as required by
          Rule 12b-1; and

     (c)  continue so long as its  continuance  is done in  accordance  with the
          requirements of Rule 12b-1.

7.   The  Portfolio  represents  that the Plan has been  approved as required by
     Rule  12b-1  and may  continue  for  more  than  one  year so long as it is
     continued as required by Rule 12b-1 and shall  terminate  automatically  in
     the event of an assignment.

8.   The Plan may not be  amended  to  materially  increase  the  amount  of the
     payments without the approval of the outstanding voting securities.

AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
         AXP Variable Portfolio - Blue Chip Advantage Fund
         AXP Variable Portfolio - Growth Fund
         AXP Variable Portfolio - Small Cap Advantage Fund





/s/Leslie L. Ogg
   Leslie L. Ogg
   Vice President

IDS LIFE INSURANCE COMPANY




/s/Pamela J. Moret
   Pamela J. Moret
   Executive Vice President, Variable Assets



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission