SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____
Post-Effective Amendment No. 47 (File No. 2-54516) X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY _____
ACT OF 1940
Amendment No. 38 (File No. 811-2591) X
IDS MONEY MARKET SERIES, INC.
IDS Tower 10, Minneapolis, Minnesota 55440-0010
Leslie L. Ogg - 901 S. Marquette Avenue, 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 Sept. 29, 1997 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(i) on (date) pursuant to
paragraph (a)(i) 75 days after filing pursuant to paragraph (a)(ii) on
(date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Section 24f of the Investment Company Act of
1940. Registrant's Rule 24f-2 Notice for its most recent fiscal year will be
filed on or about September 24, 1997.
<PAGE>
Cross reference sheet showing the location in its prospectus and the Statement
of Additional Information of the information called for by the items enumerated
in Parts A and B of Form N-1A.
Negative answers omitted from prospectus are so indicated.
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<CAPTION>
PART A PART B
Section Section in
Item No. in Prospectus Item No. Statement of Additional Information
<S> <C> <C>
1 Cover page of prospectus 10 Cover page of SAI
2(a) Sales charge and Fund expenses 11 Table of Contents
(b) The Fund in brief
(c) The Fund in brief 12 NA
3(a) Financial highlights 13(a) Additional Investment Policies; all
(b) NA appendices except Dollar-Cost Averaging
(c) Performance (b) Additional Investment Policies
(d) Financial highlights (c) Additional Investment Policies
(d) Security Transactions
4(a) The Fund in brief; Investment policies and
risks; How the Fund is organized 14(a) Board members and officers of the Fund;**
(b) Investment policies and risks Board members and Officers
(c) Investment policies and risks (b) Board members and Officers
(c) Board members and Officers
5(a) Board members and officers; Board members
and officers of the Fund (listing) 15(a) NA
(b)(i) Investment manager; (b) NA
About American Express Financial (c) Board members and Officers
Corporation -- General Information
(b)(ii) Investment manager 16(a)(i) How the Fund is organized; About American
(b)(iii) Investment manager Express Financial Corporation**
(c) Portfolio manager (a)(ii) Agreements: Investment Management Services
(d) Administrator and transfer agent Agreement, Plan and Agreement of Distribution
(e) Administrator and transfer agent
(f) Distributor (a)(iii) Agreements: Investment Management Services Agreement
(g) Investment manager; (b) Agreements: Investment Management Services Agreement
About American Express Financial (c) NA
Corporation -- General Information (d) Agreements: Administrative Services
Agreement, Shareholder Service Agreement
5A(a) * (e) NA
(b) * (f) Agreements: Distribution Agreement
(g) NA
6(a) Shares; Voting rights (h) Custodian Agreement; Independent Auditors
(b) NA (i) Agreements: Transfer Agency Agreement; Custodian
Agreement
(c) NA
(d) Voting rights 17(a) Security Transactions
(e) Cover page; Special shareholder services (b) Brokerage Commissions Paid to Brokers Affiliated
(f) Dividends and capital gain distributions; with American Express Financial Corporation
Reinvestments (c) Security Transactions
(g) Taxes (d) Security Transactions
(h) Alternative purchase arrangements (e) Security Transactions
18(a) Shares; Voting rights**
(b) NA
7(a) Distributor
(b) Valuing Fund shares 19(a) Investing in the Fund
(c) How to purchase, exchange or redeem shares (b) Valuing Fund Shares; Investing in the Fund
(d) How to purchase shares (c) Redeeming Shares
(e) NA
(f) Distributor 20 Taxes
(g) Alternative purchase arrangements;
Reductions and waivers of the sales charge
8(a) How to redeem shares 21(a) Agreements: Distribution Agreement
(b) NA (b) NA
(c) How to purchase shares: Three ways to invest (c) NA
(d) How to purchase, exchange or redeem shares:
Redemption policies -- "Important..." 22(a) Performance Information
(b) NA
9 None
23 Financial Statements
*Designates information is located in annual report.
**Designates location in prospectus.
</TABLE>
<PAGE>
IDS Cash Management Fund
Prospectus
Sept. 29, 1997
The goal of IDS Cash Management Fund, a part of IDS Money Market Series, Inc.,
is to provide maximum current income consistent with liquidity and stability of
principal. The Fund invests in money market securities.
An investment in the Fund is neither insured nor guaranteed by the U.S.
government. There can be no assurance that the Fund will be able to maintain a
stable net asset value of $1 per share.
This prospectus contains facts that can help you decide if the Fund is the right
investment for you. Read it before you invest and keep it for future reference.
Additional facts about the Fund are in a Statement of Additional Information
(SAI), filed with the Securities and Exchange Commission (SEC) and available for
reference, along with other related materials, on the SEC Internet web site
(http://www.sec.gov). The SAI is incorporated here by reference. For a free
copy, contact American Express Shareholder Service.
Like all mutual fund shares, these securities have not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
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
American Express Shareholder Service
P.O. Box 534
Minneapolis, MN
55440-0534
800-862-7919
TTY: 800-846-4852
Web site address: http://www.americanexpress.com/advisors
<PAGE>
Table of contents
The Fund in brief
Goal
Investment policies and risks
Manager and distributor
Portfolio manager
Purchases
Sales charge and Fund expenses
Performance
Financial highlights
Yield
Investment policies and risks
Facts about investments and their risks
Alternative investment option
Valuing Fund shares
How to purchase, exchange or redeem shares
Purchases
How to purchase shares
How to exchange shares How to redeem shares
Class B - contingent deferred sales charge alternative
Waivers of the contingent deferred sales charge
Special shareholder services
Services
Quick telephone reference
Distributions and taxes
Dividend and capital gain distributions
Reinvestments
Taxes
How to determine the correct TIN
How the Fund is organized
Shares
Voting rights
Shareholder meetings
Board members and officers
Investment manager
Administrator and transfer agent
Distributor
About American Express Financial Corporation
General information
<PAGE>
The Fund in brief
Goal
IDS Cash Management Fund (the Fund) seeks to provide shareholders with maximum
current income consistent with liquidity and stability of principal. Because any
investment involves risk, achieving this goal cannot be guaranteed. Only
shareholders can change the goal.
Investment policies and risks
The Fund is a diversified mutual fund that invests in money market instruments,
such as marketable debt securities issued by the U.S. government or its agencies
or instrumentalities, bank certificates of deposit, bankers' acceptances,
letters of credit and commercial paper. For further information, refer to the
later section in the prospectus titled "Investment policies and risks."
Manager and distributor
The Fund is managed by American Express Financial Corporation (AEFC), a provider
of financial services since 1894. AEFC currently manages more than $69 billion
in assets for the IDS MUTUAL FUND GROUP. Shares of the Fund are sold through
American Express Financial Advisors Inc., a wholly-owned subsidiary of AEFC.
Portfolio manager
Terry Fettig joined AEFC in 1986 and serves as portfolio manager. He has managed
this Fund since April 1993. From 1986 to 1992 he was a fixed income securities
analyst and from 1992 to 1993 he was an associate portfolio manager. He also
serves as portfolio manager of IDS Intermediate Tax-Exempt Fund, IDS Tax-Free
Money Fund, IDS Life Moneyshare Fund and IDS Life Series Fund- Money Market
Portfolio.
Purchases
The Fund offers its shares in three classes. New investments must be made in
Class A shares of the Fund. Class A shares have no sales charge or annual
distribution (12b-1) fee. Class B and Class Y shares enable shareholders holding
those classes in other IDS funds to exchange into the Fund. Class B shares have
a contingent deferred sales charge (CDSC) and are subject to a 12b-1 fee. Class
Y shares are sold without a sales charge or 12b-1 fee to qualifying
institutional investors.
Sales charge and Fund expenses
Shareholder transaction expenses on Class B shares are incurred directly by an
investor on the redemption of Fund shares. Fund operating expenses are paid out
of Fund assets for each class of shares. Operating expenses are reflected in the
Fund's daily share price and dividends, and are not charged directly to
shareholder accounts.
<PAGE>
Shareholder transaction expenses
Class A Class B Class Y
Maximum sales charge on purchases
(as a percentage of offering price)..... 0% 0% 0%
Maximum deferred sales charge
imposed on redemptions (as a
percentage of original purchase price)...0% 5% 0%
Annual Fund operating expenses (as a percentage of average daily net assets):
Class A Class B Class Y
Management fee 0.28% 0.28% 0.28%
12b-1 fee 0.00% 0.75% 0.00%
Other expenses* 0.30% 0.31% 0.30%
Total 0.58% 1.34% 0.58%
*Other expenses include an administrative services fee, a transfer agency fee
and other nonadvisory expenses.
Example: Suppose for each year for the next 10 years, Fund expenses are as above
and annual return is 5%. If you sold your shares at the end of the following
years, for each $1,000 invested, you would pay total expenses of:
1 year 3 years 5 years 10 years
Class A $ 6 $19 $32 $ 73
Class B $64 $82 $94 $141**
Class B* $14 $42 $74 $141**
Class Y $ 6 $19 $32 $ 73
*Assuming Class B shares are not redeemed at the end of the period.
**Based on conversion of Class B shares to Class A shares after
eight years.
This example does not represent actual expenses, past or future. Actual expenses
may be higher or lower than those shown. Because Class B pays annual
distribution (12b-1) fees, long-term shareholders of Class B may indirectly pay
an equivalent of more than a 6.25% sales charge, the maximum permitted by the
National Association of Securities Dealers.
<PAGE>
Performance
Financial highlights
<TABLE>
<CAPTION>
IDS Cash Management Fund
Performance
Financial highlights
Fiscal period ended July 31,
Per share income and capital changes(a)
Class A
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
beginning of period
Income from investment operations:
Net investment .05 .05 .05 .03 .02 .04 .07 .08 .08 .06
income(loss)
Less distributions:
Dividends from net (.05) (.05) (.05) (.03) (.02) (.04) (.07) (.08) (.08) (.06)
investment income
Net asset value, $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
end of period
Ratios/supplemental data
Class A
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
Net assets, end $3,094 $2,335 $1,707 $1,154 $1,053 $1,230 $1,655 $1,617 $1,392 $1,136
of period
(in millions)
Ratio of expenses to .58% .63% .73% .94%(c) .94%(c) .91% .77% .74% .75% .69%
average daily
net assets(b)
Ratio of net income 4.96% 4.97% 4.99% 2.61% 2.36% 3.84% 6.55% 7.81% 8.42% 6.53%
(loss) to average
daily net assets
Total return 5.1% 5.1% 5.0% 2.6% 2.4% 3.8% 6.7% 7.9% 8.7% 6.7%
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
(c) During the fiscal years ended July 31, 1993 and 1994, AEFC voluntarily
reimbursed the Fund for a portion of its expenses. Had AEFC not done so, the
ratio of expenses to average daily net assets would have been 0.97%.
</TABLE>
<PAGE>
Fiscal period ended July 31,
Per share income and capital changes(a)
Class B Class Y
1997 1996 1995(b) 1997 1996 1995(b)
Net asset value, $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
beginning of period
Income from investment operations:
Net investment .04 .04 .02 .05 .05 .02
income (loss)
Less distributions:
Dividends from net (.04) (.04) (.02) (.05) (.05) (.02)
investment income
Net asset value, $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
end of period
Ratios/supplemental data
Class B Class Y
1997 1996 1995(b) 1997 1996 1995(b)
Net assets, end of $147 $273 $98 $62 $57 $86
period (in millions)
Ratio of expenses 1.34% 1.38% 1.41%(c) .58% .62% .65%(c)
to average daily
net assets(d)
Ratio of net income 4.14% 4.15% 4.73%(c) 4.96% 4.97% 5.53%(c)
(loss) to average
daily net assets
Total return 4.3% 4.3% 2.0% 5.1% 5.1% 2.3%
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Adjusted to an annual basis.
(d) Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
The information in these tables has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional
information about the performance of the Fund are contained in the Fund's annual
report which, if not included with this prospectus, may be obtained without
charge.
<PAGE>
Yield
The Fund's annualized simple yield for the seven days ended July 31, 1997, was
5.07% for Class A, 4.30% for Class B and 5.07% for Class Y. The Fund's
annualized compound yield for the same period was 5.19% for Class A, 4.40% for
Class B and 5.19% for Class Y. The Fund calculates annualized simple and
compound yields based on a seven-day period.
Past yields should not be considered an indicator of future yields.
Investment policies and risks
The Fund will limit its investments to those that are denominated in U.S.
dollars, are of high quality and present minimal credit risk. The Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less and
will not purchase any security with a remaining maturity of more than 13 months.
The various types of investments the portfolio manager uses to achieve
investment performance are described in more detail in the next section and in
the SAI.
Facts about investments and their risks
Money market instruments: The Fund invests in short-term government securities,
bank obligations, commercial paper and repurchase agreements. Except for the
exception listed below, the commercial paper the Fund invests in must be rated
in the highest category by at least two national rating services or, if unrated,
be of comparable quality as determined by the board. The Fund may invest up to
5% of its total assets in commercial paper receiving the second highest rating
or in unrated paper determined to be of comparable quality.
Debt securities: The Fund may invest in negotiable certificates of deposit
(CDs), fixed-time deposits, bankers' acceptances and letters of credit of U.S.
banks, branches of domestic banks located outside the United States and U.S.
branches of foreign banks. The Fund may invest in CDs issued by savings and
loans and CDs of foreign banks issued outside the United States. (These CDs are
commonly referred to as Eurodollar CDs.) The Fund also may invest in marketable
securities issued or guaranteed as to principal and interest by the U.S.
government, its agencies or instrumentalities.
<PAGE>
Some of these securities are not direct obligations of the U.S government and
consequently are not backed by the full faith and credit of the government.
Concentration: Depending on market conditions and the availability
of other securities, 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. The risk of concentrating investments in
banks is that the value of these investments may be adversely
affected by economic or regulatory developments in the banking
industry and by the concentration of bank loan participations.
Foreign investments: Investments in foreign banks and branches of domestic banks
outside the United States involve certain risks. Domestic banks are required to
maintain specified levels of reserves, are limited in the amounts they can loan
to a single borrower and are subject to other regulations designed to promote
financial soundness. Not all of these laws and regulations apply to the foreign
branches of domestic banks. Domestic bank regulations do not apply to foreign
banks. Eurodollar CDs and non- U.S. fixed-time deposits may be subject to
political and economic risks of the countries in which the investments are made,
including the possibility of seizure or nationalization of foreign deposits,
penalties for early withdrawal of time deposits, imposition of withholding taxes
on income, establishment of exchange controls or adoption of other restrictions
that might affect an investment adversely. The Fund may invest up to 35% of its
total assets in foreign investments.
Securities that are illiquid: A security is illiquid if it cannot be sold
quickly in the normal course of business. No more than 10% of the Fund's net
assets will be held in illiquid securities.
The investment policies described above may be changed by the board.
Lending portfolio securities: The Fund may lend its securities to earn income so
long as borrowers provide collateral equal to the market value of the loans. The
risks are that borrowers will not provide collateral when required or return
securities when due. Unless a majority of the outstanding voting securities
approve otherwise, loans may not exceed 30% of the Fund's net assets.
Alternative investment option
In the future, the board of the Fund may determine for operating efficiencies to
use a master/feeder structure. Under that structure, the Fund's assets would be
invested in an investment company with the same goal as the Fund, rather than
invested directly in a portfolio of securities.
Valuing Fund shares
The NAV is the value of a single Fund share. The NAV is calculated at the close
of business, normally 3 p.m. Central time, each business day (any day the New
York Stock Exchange is open).
<PAGE>
The portfolio securities are valued at amortized cost, which approximates market
value, as explained in the SAI. Although the Fund cannot guarantee it will
always be able to maintain a constant net asset value of $1 per share, it will
use its best efforts to do so.
How to purchase, exchange or redeem shares
Purchases
New investments must be made in Class A shares of the Fund. The Fund offers
Class B and Class Y shares only to facilitate exchanges between classes of these
shares in other IDS funds. The primary differences among the classes are in the
sales charge structures and in their ongoing expenses. These differences are
summarized in the table below.
Sales charge
and distribution
(12b-1) fee Other information
Class A None
Class B No initial sales charge; Shares convert to
maximum CDSC of 5%, Class A in the ninth year
declines to 0% after six of ownership. CDSC waived
years; 12b-1 fee of 0.75% in certain circumstances of
average daily net assets
Class Y None Available only to
certain qualifying
institutional
investors
Conversion od Class B shares to Class A shares - During the ninth calendar year
of owning your Class B shares, Class B shares will convert to Class A shares and
will no longer be subject to a distribution fee. Class B shares that convert to
Class A shares are not subject to a sales charge or distribution fee. Class B
shares purchased through reinvested dividends and distributions also will
convert to Class A shares in the same proportion as the other Class B shares.
This means more of your money will be put to work for you.
Class Y shares - Class Y shares are offered to certain institutional investors.
Class Y shares are sold without a front-end sales charge or a CDSC and are not
subject to either a service fee or a distribution fee. The following investors
are eligible to purchase Class Y shares:
<PAGE>
o Qualified employee benefit plans* if the plan:
- uses a daily transfer recordkeeping service offering
participants daily access to IDS funds and has
- at least $10 million in plan assets or
- 500 or more participants; or
- does not use daily transfer recordkeeping and has
- at least $3 million invested in funds of the IDS MUTUAL
FUND GROUP or
- 500 or more participants.
o Trust companies or similar institutions, and charitable organizations
that meet the definition in Section 501(c)(3) of the Internal Revenue
Code.* These must have at least $10 million invested in funds of the IDS
MUTUAL FUND GROUP.
o Nonqualified deferred compensation plans* whose participants are
included in a qualified employee benefit plan described above.
* Eligibility must be determined in advance by American Express Financial
Advisors. To do so, contact your financial advisor.
How to purchase shares
If you're investing in this Fund for the first time, you'll need to set up an
account. Your financial advisor will help you fill out and submit an
application. Your application will be accepted only when federal funds (funds of
the Federal Reserve System) are available to the Fund, normally within three
days of receipt of your application. Once your account is set up, you can choose
among several convenient ways to invest.
Important: When opening an account, you must provide your correct
Taxpayer Identification Number (Social Security or Employer
Identification number). See "Distributions and taxes."
When you purchase shares for a new or existing account, the price you pay per
share is determined at the close of business on the day your investment is
received and accepted at the Minneapolis headquarters.
Purchase policies:
o Investments must be received and accepted in the Minneapolis
headquarters on a business day before 3 p.m. Central time to be included
in your account that day and to receive that day's share price.
Otherwise, your purchase will be processed the next business day and you
will pay the next day's share price.
o The minimums allowed for investment may change from time to
time.
o Wire orders can be accepted only on days when your bank, AEFC, the Fund
and Norwest Bank Minneapolis are open for business.
o Wire purchases are completed when wired payment is received
and the Fund accepts the purchase.
<PAGE>
o AEFC and the Fund are not responsible for any delays that
occur in wiring funds, including delays in processing by the
bank.
o You must pay any fee the bank charges for wiring.
o The Fund reserves the right to reject any application for any
reason.
o If your application does not specify which class of shares you are
purchasing, it will be assumed that you are investing in Class A shares.
<TABLE>
<CAPTION>
Three ways to invest
1
<S> <C> <C>
By regular account Send your check and application Minimum amounts
(or your name and account number Initial investment: $2,000
if you have an established account) Additional
to: investments: $ 100
American Express Financial Advisors Inc. Account balances: $1,000*
P.O. Box 74
Minneapolis, MN 55440-0074
Your financial advisor will help you with this process.
2
By scheduled Contact your financial advisor Minimum amounts
investment plan to set up one of the following Initial investment: $2,000
scheduled plans: Additional
investments: $100/each payment
o automatic payroll deduction Account balances: $1,000
o bank authorization If account balance is below $2,000,
frequency of payments must be at
o direct deposit of least monthly.
Social Security check
o other plan approved by the Fund
3
By wire If you have an established account, If this information is not
you may wire money to: included, the order may be
rejected and all money
Norwest Bank Minneapolis received by the Fund, less
Routing No. 091000019 any costs the Fund or AEFC
Minneapolis, MN incurs, will be returned
Attn: Domestic Wire Dept. promptly.
Give these instructions: Minimum amounts:
Credit IDS Account #00-30-015 Each wire investment: $1,000
for personal account # (your
account number) for (your name).
*If your account balance falls below $1,000, you will be asked in writing to
bring it up to $1,000 or establish a scheduled investment plan. If you don't do
so within 30 days, your shares can be redeemed and the proceeds mailed to you.
</TABLE>
How to exchange shares
New investments of Class A shares may be exchanged for either Class A or Class B
shares of any other publicly offered fund in the IDS MUTUAL FUND GROUP available
in your state, except that exchanges into IDS Tax-Free Money Fund must be made
from Class A shares. If you exchange shares from this Fund to another IDS fund,
any further exchanges must be between shares of the same class. For example,
<PAGE>
you may not exchange from Class B shares of another IDS fund into Class A shares
of this Fund. Exchange rules are illustrated in the following tables:
Exchanges:
FROM TO
Cash
Management Other IDS funds*
Class A Class B
Class A Yes Yes
Class B No Yes
Exchanges:
FROM TO
Other
IDS funds* Cash Management Fund
Class A Class B
Class A Yes No
Class B No Yes
*Tax-Free Money Fund has only a single class. Therefore, exchanges into Tax-Free
Money Fund must be made from Class A shares.
Note: Exchanges from Class A to Class B are not permitted within
Cash Management Fund.
If your initial investment was in this Fund, and you exchange into a non-money
market fund, you will pay an initial sales charge if you exchange into Class A
and be subject to a contingent deferred sales charge if you exchange into Class
B. If your initial investment was in Class A shares of a non-money market fund
and you exchange shares into this Fund, you may exchange that amount, including
dividends earned on that amount, without paying a sales charge. For complete
information on any other fund, including fees and expenses, read that fund's
prospectus carefully.
If your exchange request arrives at the Minneapolis headquarters before the
close of business, your shares will be redeemed at the net asset value set for
that day. The proceeds will be used to purchase new fund shares the same day.
Otherwise, your exchange will take place the next business day at that day's net
asset value.
For tax purposes, an exchange represents a redemption and purchase and may
result in a gain or loss. However, you cannot create a tax loss (or reduce a
taxable gain) by exchanging from the Fund within 91 days of your purchase. For
further explanation, see the SAI.
How to redeem shares
You can redeem your shares at any time. American Express Shareholder Service
will mail payment within seven days after receiving your request.
<PAGE>
When you redeem shares, the amount you receive may be more or less than the
amount you invested. Your shares will be redeemed at net asset value, minus any
applicable sales charge, at the close of business on the day your request is
accepted at the Minneapolis headquarters. If your request arrives after the
close of business, the price per share will be the net asset value, minus any
applicable sales charge, at the close of business on the next business day.
A redemption is a taxable transaction. Although the Fund attempts to maintain a
stable $1 net asset value, you will have a gain or loss if the Fund's net asset
value is more or less than the cost of your shares. This could affect your tax
liability.
<TABLE>
<CAPTION>
Three ways to request an exchange or redemption of shares
1
<S> <C>
By letter Include in your letter:
o the name of the fund(s)
o the class of shares to be exchanged or redeemed
o your account number(s) (for exchanges, both funds must
be registered in the same ownership)
o your Taxpayer Identification Number (TIN)
o the dollar amount or number of shares you want to
exchange or redeem
o signature of all registered account owners
o for redemptions, indicate how you want your money delivered to you
o any paper certificates of shares you hold
Regular mail:
American Express Shareholder Service
Attn: Redemptions
P.O. Box 534
Minneapolis, MN 55440-0534
Express mail:
American Express Shareholder Service
Attn: Redemptions
733 Marquette Ave.
Minneapolis, MN 55402
2
By phone
American Express Financial o The Fund and AEFC will honor any telephone exchange or redemption request believed
Advisors Telephone to be authentic and will use reasonable procedures to confirm that they are. This
Transaction Service: includes asking identifying questions and tape recording calls. If reasonable
800-437-3133 or procedures are not followed, the Fund or AEFC will be liable for any loss resulting
612-671-3800 from fraudulent requests.
o Phone exchange and redemption privileges
automatically apply to all accounts
except custodial, corporate or qualified
retirement accounts unless you request
these privileges NOT apply by writing
American Express Shareholder Service.
Each registered owner must sign the
request.
o AEFC answers phone requests promptly,
but you may experience delays when call
volume is high. If you are unable to get
through, use mail procedure as an
alternative.
o Acting on your instructions, your
financial advisor may conduct telephone
transactions on your behalf.
o Phone privileges may be modified or discontinued at any time.
Minimum amount
Redemption: $100
Maximum amount
Redemption: $50,000
<PAGE>
3
By draft
For Class A only, free drafts are available
and can be used just like a check to
withdraw $100 or more from your account.
The shares in your account earn dividends
until they are redeemed by the Fund to
cover your drafts. Most accounts will
automatically receive free drafts. However,
to receive drafts on qualified or custodial
business accounts, you must contact
American Express Shareholder Service. A
request form will be supplied and must be
signed by each registered owner. Your draft
writing privilege may be modified or
discontinued at any time.
Minimum amount
Redemption: $100
</TABLE>
Exchange policies:
o You may make up to three exchanges within any 30-day period, with each limited
to $300,000. These limits do not apply to certain employee benefit plans or
other arrangements through which one shareholder represents the interests of
several. Exceptions may be allowed with pre-approval of the Fund.
o Except as otherwise noted, exchanges must be made into the same class of
shares of the new fund.
o If your exchange creates a new account, it must satisfy the minimum investment
amount for new purchases.
o Once we receive your exchange request, you cannot cancel it.
o Shares of the new fund may not be used on the same day for
another exchange.
o If your shares are pledged as collateral, the exchange will be delayed until
written approval is obtained from the secured party.
o AEFC and the Fund reserve the right to reject any exchange, limit the amount,
or modify or discontinue the exchange privilege, to prevent abuse or adverse
effects on the Fund and its shareholders. For example, if exchanges are too
numerous or too large, they may disrupt the Fund's investment strategies or
increase its costs.
Redemption policies:
o For Class B only a "change of mind" option allows you to change your mind
after requesting a redemption and to use all or part of the proceeds to purchase
new shares in the same account from which you redeemed. If you reinvest in Class
B, any CDSC you paid on the amount you are reinvesting also will be reinvested.
To take advantage of this option, send a written request within 30 days of the
date your redemption request was received. Include your account number and
mention this option. This privilege may be limited or withdrawn at any time, and
it may have tax consequences.
o A telephone redemption request will not be allowed within 30 days of a
phoned-in address change.
<PAGE>
Important: If you request a redemption of shares you recently purchased by a
check or money order that is not guaranteed, the Fund will wait for your check
to clear. It may take up to 10 days from the date of purchase before a check is
mailed to you. (A check may be mailed earlier if your bank provides evidence
satisfactory to the Fund and AEFC that your check has cleared.)
<TABLE>
<CAPTION>
Three ways to receive payment when you redeem shares
1
<S> <C>
By regular or express mail o Mailed to the address on record
o Payable to names listed on the account
NOTE: You will be charged a fee if you
request express mail delivery.
2
By wire o Minimum wire redemption: $1,000
o Request that money be wired to your bank
o Bank account must be in the same
ownership as the IDS fund account
NOTE: Pre-authorization required. For
instructions, contact your financial
advisor or American Express Shareholder Service.
3
By scheduled payout plan o Minimum payment: $50
o Contact your financial
advisor or American
Express Shareholder
Service to set up regular
payments to you on a
monthly, bimonthly,
quarterly, semiannual or
annual basis
o Purchasing new shares while under a payout
plan may be disadvantageous because of
the sales charges
</TABLE>
Class B - contingent deferred sales charge alternative
Where a CDSC is imposed on a redemption, it is based on the amount of the
redemption and the number of calendar years, including the year of purchase,
between purchase and redemption. The following table shows the declining scale
of percentages that apply to redemptions during each year after a purchase:
If a redemption is The percentage rate
made during the for the CDSC is:
First year 5%
Second year 4%
Third year 4%
Fourth year 3%
Fifth year 2%
Sixth year 1%
Seventh year 0%
<PAGE>
If the amount you are redeeming reduces the current net asset value of your
investment in Class B shares below the total dollar amount of all your purchase
payments during the last six years (including the year in which your redemption
is made), the CDSC is based on the lower of the redeemed purchase payments or
market value.
The following example illustrates how the CDSC is applied. Assume you had
invested $10,000 in Class B shares and that your investment had appreciated in
value to $12,000 after 15 months, including reinvested dividend and capital gain
distributions. You could redeem any amount up to $2,000 without paying a CDSC
($12,000 current value less $10,000 purchase amount). If you redeemed $2,500,
the CDSC would apply only to the $500 that represented part of your original
purchase price. The CDSC rate would be 4% because a redemption after 15 months
would take place during the second year after purchase.
Because the CDSC is imposed only on redemptions that reduce the total of your
purchase payments, you never have to pay a CDSC on any amount you redeem that
represents appreciation in the value of your shares, income earned by your
shares or capital gains. In addition, when determining the rate of any CDSC,
your redemption will be made from the oldest purchase payment you made. Of
course, once a purchase payment is considered to have been redeemed, the next
amount redeemed is the next oldest purchase payment. By redeeming the oldest
purchase payments first, lower CDSCs are imposed than would otherwise be the
case.
Waivers of the contingent deferred sales charge
The CDSC on Class B shares will be waived on redemptions of shares:
o In the event of the shareholder's death,
o Purchased by any board member, officer or employee of a fund or
AEFC or its subsidiaries,
o Held in a trusteed employee benefit plan, o Held in IRAs or certain qualified
plans for which American Express Trust Company acts as custodian, such as Keogh
plans, tax-sheltered custodial accounts or corporate pension plans, provided
that the shareholder is:
- at least 59-1/2 years old, and
- taking a retirement distribution (if the redemption is part of a
transfer to an IRA or qualified plan in a product distributed by
American Express Financial Advisors, or a custodian-to-custodian
transfer to a product not distributed by American Express Financial
Advisors, the CDSC will not be waived), or
- redeeming under an approved substantially equal periodic
payment arrangement.
<PAGE>
Special shareholder services
Services
To help you track and evaluate the performance of your investments, AEFC
provides these services:
Quarterly statements listing all of your holdings and transactions during the
previous three months.
Yearly tax statements featuring average-cost-basis reporting of capital gains or
losses if you redeem your shares along with distribution information which
simplifies tax calculations.
A personalized mutual fund progress report detailing returns on your initial
investment and cash-flow activity in your account. It calculates a total return
to reflect your individual history in owning Fund shares. This report is
available from your financial advisor.
Quick telephone reference
American Express Financial Advisors Telephone Transaction Service
Redemptions and exchanges, dividend payments or reinvestments and
automatic payment arrangements
National/Minnesota: 800-437-3133
Mpls./St. Paul area: 671-3800
TTY Service
For the hearing impaired
800-846-4852
American Express Financial Advisors Easy Access Line Automated account
information (TouchToneR phones only), including current Fund prices and
performance, account values and recent account transactions 800-862-7919
Distributions and taxes
As a shareholder you are entitled to your share of the Fund's net income and any
net gains realized on its investments. The Fund distributes dividends and
capital gain distributions to qualify as a regulated investment company and to
avoid paying corporate income and excise taxes. Dividend and capital gain
distributions will have tax consequences you should know about.
Dividend and capital gain distributions
The Fund's net investment income from dividends and interest is distributed to
you monthly as dividends. Short-term capital gains are distributed at the end of
the calendar year and are included in net investment income. Long-term capital
gains are realized whenever a security held for more than one year is sold for a
higher price than was paid for it. The Fund will offset any net
<PAGE>
realized capital gains by any available capital loss carryovers. Net realized
long-term capital gains, if any, are distributed at the end of the calendar year
as capital gain distributions.
Dividends for each class will be calculated at the same time, in the same manner
and will be the same amount prior to deduction of expenses. Expenses
attributable solely to a class of shares will be paid exclusively by that class.
Reinvestments
Dividends and capital gain distributions are automatically reinvested in
additional shares in the same class of the Fund, unless:
o you request the Fund in writing or by phone to pay
distributions to you monthly in cash, or
o you direct the Fund to invest your distributions monthly in any publicly
available IDS fund for which you've previously opened an account. Your
purchases may be subject to a sales charge.
The reinvestment price is the net asset value at close of business on the day
the distribution is paid. (Your quarterly statement will confirm the amount
invested and the number of shares purchased.)
If you choose cash distributions, you will receive only those declared after
your request has been processed.
If the U.S. Postal Service cannot deliver the checks for the cash distributions,
we will reinvest the checks into your account at the then-current net asset
value and make future distributions in the form of additional shares. Prior to
reinvestment, no interest will accrue on amounts represented by uncashed
distribution or redemption checks.
Taxes
Distributions are subject to federal income tax and also may be subject to state
and local taxes. Distributions are taxable in the year the Fund declares them
regardless of whether you take them in cash or reinvest them.
Each January, you will receive a tax statement showing the kinds and total
amount of all distributions you received during the previous year. You must
report distributions on your tax returns, even if they are reinvested in
additional shares.
Redemptions and exchanges subject you to a tax on any capital gain. If you sell
shares for more than their cost, the difference is a capital gain. Your gain may
be either short term (for shares held for one year or less) or long term (for
shares held for more than one year).
<PAGE>
Your Taxpayer Identification Number (TIN) is important. As with any financial
account you open, you must list your current and correct Taxpayer Identification
Number (TIN) -- either your Social Security or Employer Identification number.
The TIN must be certified under penalties of perjury on your application when
you open an account.
If you don't provide the TIN, or the TIN you report is incorrect, you could be
subject to backup withholding of 31% of taxable distributions and proceeds from
certain sales and exchanges. You also could be subject to further penalties,
such as:
o a $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding
o criminal penalties for falsifying information
You also could be subject to backup withholding because you failed to report
interest or dividends on your tax return as required.
How to determine the correct TIN
Use the Social Security or
For this type of account: Employer Identification number
of:
Individual or joint account The individual or individuals
listed on the account
Custodian account of a minor The minor
(Uniform Gifts/Transfers to
Minors Act)
A living trust The grantor-trustee (the person
who puts the money into the
trust)
An irrevocable trust, pension The legal entity (not the
trust or estate personal representative or
trustee, unless no legal entity
is designated in the account
title)
Sole proprietorship The owner
Partnership The partnership
Corporate The corporation
Association, club or The organization
tax-exempt organization
For details on TIN requirements, ask your financial advisor or local American
Express Financial Advisors office for federal Form W-9, "Request for Taxpayer
Identification Number and Certification."
<PAGE>
Important: This information is a brief and selective summary of certain federal
tax rules that apply to this Fund. Tax matters are highly individual and
complex, and you should consult a qualified tax advisor about your personal
situation.
How the Fund is organized
Shares
The Fund is owned by its shareholders. The Fund issues shares in three classes -
Class A, Class B and Class Y. Each class has different sales arrangements and
bears different expenses. Each class represents interests in the assets of the
Fund. Par value is one cent per share. Both full and fractional shares can be
issued.
The Fund no longer issues stock certificates.
Voting rights
As a shareholder, you have voting rights over the Fund's management and
fundamental policies. You are entitled to one vote for each share you own.
Shares of the Fund have cumulative voting rights.
Each class has exclusive voting rights with respect to the provisions of the
Fund's distribution plan that pertain to a particular class and other matters
for which separate class voting is appropriate under applicable law.
Shareholder meetings
The Fund does not hold annual shareholder meetings. However, the board members
may call meetings at their discretion, or on demand by holders of 10% or more of
the outstanding shares, to elect or remove board members.
Board members and officers
Shareholders elect a board that oversees the operations of the Fund and chooses
its officers. Its officers are responsible for day-to-day business decisions
based on policies set by the board. The board has named an executive committee
that has authority to act on its behalf between meetings. Board members and
officers serve 47 IDS and IDS Life funds and 15 Master Trust portfolios, except
for William H. Dudley, who does not serve the nine IDS Life funds.
Board members and officers of the Fund
President and interested board member
William R. Pearce
Chairman of the board, Board Services Corporation (provides administrative
services to boards including the boards of the IDS and IDS Life funds and Master
Trust portfolios).
<PAGE>
Independent board members
H. Brewster Atwater, Jr.
Former chairman and chief executive officer, General Mills, Inc.
Lynne V. Cheney
Distinguished fellow, American Enterprise Institute for Public
Policy Research.
Robert F. Froehlke
Former president of all funds in the IDS MUTUAL FUND GROUP.
Heinz F. Hutter
Former president and chief operating officer, Cargill, Inc.
Anne P. Jones
Attorney and telecommunications consultant.
Melvin R. Laird
Senior counsellor for national and international affairs, The Reader's Digest
Association, Inc.
Alan K. Simpson
Former United States senator for Wyoming.
Edson W. Spencer
Former chairman and chief executive officer, Honeywell, Inc.
Wheelock Whitney
Chairman, Whitney Management Company.
C. Angus Wurtele
Chairman of the board, The Valspar Corporation.
Interested board members who are officers and/or employees of AEFC
William H. Dudley
Senior advisor to the chief executive officer, AEFC.
David R. Hubers
President and chief executive officer, AEFC.
John R. Thomas
Senior vice president, AEFC.
Officers who also are officers and/or employees of AEFC
Peter J. Anderson
Senior vice president, AEFC. Vice president - Investments for the Fund.
Melinda S. Urion
Senior vice president and chief financial officer, AEFC. Treasurer for the Fund.
<PAGE>
Other officer
Leslie L. Ogg
President, treasurer and corporate secretary of Board Services Corporation. Vice
president, general counsel and secretary for the Fund.
Refer to the SAI for the board members' and officers' biographies.
Investment manager
The Fund pays AEFC for managing its assets. Under its Investment Management
Services Agreement, AEFC is paid a fee for these services based on the average
daily net assets of the Fund, as follows:
Assets Annual rate
(billions) at each asset level
First $1.0 0.310%
Next 0.5 0.293
Next 0.5 0.275
Next 0.5 0.258
Over 2.5 0.240
For the fiscal year ended July 31, 1997, the Fund paid AEFC a total investment
management fee of 0.28% of its average daily net assets. Under the Agreement,
the Fund also pays taxes, brokerage commissions and nonadvisory expenses.
Administrator and transfer agent
The Fund pays AEFC for shareholder accounting and transfer agent services under
two agreements. The first agreement, the Administrative Services Agreement, has
a declining annual rate beginning at 0.03% and decreasing to 0.02% as assets
increase. The second agreement, the Transfer Agency Agreement, has an annual fee
per shareholder account as follows:
o Class A $20
o Class B $21
o Class Y $20
Distributor
The Fund has an exclusive distribution agreement with American Express Financial
Advisors, a wholly-owned subsidiary of AEFC. Financial advisors representing
American Express Financial Advisors provide information to investors about
individual investment programs, the Fund and its operations, new account
applications,
and exchange and redemption requests.
Persons who buy Class A shares pay no sales charge at the time of purchase.
Persons who buy Class B shares are subject to a contingent deferred sales charge
on a redemption in the first six years and pay an asset-based sales charge (also
known as a 12b-1
<PAGE>
fee) of 0.75% of the Fund's average daily net assets. Class Y shares are sold
without a sales charge and without an asset-based sales charge.
Financial advisors may receive different compensation for selling Class A, Class
B and Class Y shares.
Total expenses paid by the Fund's Class A shares for the fiscal year ended July
31, 1997, were 0.58% of its average daily net assets. Expenses for Class B and
Class Y were 1.34% and 0.58%, respectively.
About American Express Financial Corporation
General information
The AEFC family of companies offers not only mutual funds but also insurance,
annuities, investment certificates and a broad range of financial management
services.
Besides managing investments for all funds in the IDS MUTUAL FUND GROUP, AEFC
also manages investments for itself and its subsidiaries, IDS Certificate
Company and IDS Life Insurance Company. Total assets under management on July
31, 1997 were more than $170 billion.
American Express Financial Advisors serves individuals and businesses through
its nationwide network of more than 175 offices and more than 8,500 advisors.
Other AEFC subsidiaries provide investment management and related services for
pension, profit sharing, employee savings and endowment funds of businesses and
institutions.
AEFC is located at IDS Tower 10, Minneapolis, MN 55440-0010. It is a
wholly-owned subsidiary of American Express Company (American Express), a
financial services company with headquarters at American Express Tower, World
Financial Center, New York, NY 10285. The Fund may pay brokerage commissions to
broker-dealer affiliates of AEFC.
<PAGE>
IDS MONEY MARKET SERIES, INC.
STATEMENT OF ADDITIONAL INFORMATION
FOR
IDS CASH MANAGEMENT FUND
Sept. 29, 1997
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
Annual Report which may be obtained from your American Express financial advisor
or by writing to American Express Shareholder Service, P.O. Box 534,
Minneapolis, MN 55440-0534.
This SAI is dated Sept. 29, 1997, and it is to be used with the
prospectus dated Sept. 29, 1997, and the Annual Report for the
fiscal year ended July 31, 1997.
S-6320-20S (9/97)
<PAGE>
TABLE OF CONTENTS
Goal and Investment Policies....................See Prospectus
Additional Investment Policies...............................p. 3
Security Transactions........................................p. 5
Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.......................p. 6
Performance Information......................................p. 6
Valuing Fund Shares..........................................p. 8
Investing in the Fund........................................p. 9
Redeeming Shares.............................................p. 10
Pay-out Plans................................................p. 12
Taxes........................................................p. 13
Agreements...................................................p. 14
Organizational Information...................................p. 16
Board Members and Officers...................................p. 16
Compensation for Board Members...............................p. 20
Independent Auditors.........................................p. 20
Financial Statements..........................See Annual Report
Prospectus...................................................p. 21
Appendix A: Description of Money Market Securities..........p. 22
Appendix B: Dollar-Cost Averaging...........................p. 24
<PAGE>
ADDITIONAL INVESTMENT POLICIES
These are investment policies in addition to those presented in the prospectus.
The policies below are fundamental policies of 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:
'Invest in a company to control or manage it.
'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.
'Borrow money or property, except as a temporary measure for extraordinary or
emergency purposes, in an amount not exceeding one-third of the market value of
its total assets (including borrowings) less liabilities (other than borrowings)
immediately after the borrowing. The Fund has not borrowed in the past and has
no present intention to borrow.
'Invest in exploration or development programs, such as oil, gas or
mineral leases.
'Invest more than 5% of its total assets in securities of companies, including
any predecessors, that have a record of less than three years continuous
operations.
'Pledge or mortgage its assets beyond 15% of total assets.
'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.
'Buy on margin, sell short or deal in options to buy or sell
securities.
'Buy or sell real estate, commodities or commodity contracts. For purposes of
this policy, real estate includes real estate limited partnerships.
'Purchase securities of an issuer if the board members and officers of the Fund
and of American Express Financial Corporation (AEFC) hold more than a certain
percentage of the issuer's outstanding securities. If the holdings of all board
members and officers of the Fund and of AEFC who own more than 0.5% of an
issuer's securities are added together, and if in total they own more than 5%,
the Fund will not purchase securities of that issuer.
'Lend Fund securities in excess of 30% of its net assets, at market
value. If the Fund were to make long- or short-term loans, it will
receive 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
<PAGE>
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. Loans will not be
made unless the investment manager believes the opportunity for additional
income outweighs these risks. 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 has no present intention of loaning securities.
'Purchase common stocks, preferred stocks, warrants, other equity securities,
corporate bonds or debentures, state bonds, municipal bonds or industrial
revenue bonds.
'Purchase securities of other open-end investment companies or invest more than
10% of the market value of its assets in closed-end funds. If the Fund ever
makes such an investment, purchases will occur only on the open market where the
dealer's or sponsor's profit is limited to a regular commission. The Fund has no
present intention of investing in other registered investment companies.
Unless changed by the board, the Fund will not:
'Invest more than 10% of its net assets in securities that are illiquid whether
or not registration or the filing of a notification under the Securities Act of
1933 or the taking of similar action under other securities laws relating to the
sale of securities is required. A risk of any such investment is that it might
not be able to be easily liquidated. For the purpose of this policy, repurchase
agreements with maturities greater than seven days and non-negotiable fixed time
deposits will be treated as illiquid securities.
In determining the liquidity of commercial paper issued in transactions not
involving a public offering under Section 4(2) of the Securities Act of 1933,
the investment manager, under guidelines established by the board, will evaluate
relevant factors such as the issuer and the size and nature of its commercial
paper programs, the willingness and ability of the issuer or dealer to
repurchase the paper, and the nature of the clearance and settlement procedures
for the paper.
The Fund may 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 to
be of comparable quality. The Fund also may invest up to 5% of its total assets
in commercial paper receiving the second highest rating or in unrated paper
determined to be of comparable quality.
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.
<PAGE>
For a description of money market securities, see Appendix A.
SECURITY TRANSACTIONS
Subject to policies set by the board, AEFC 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, AEFC has been directed to use its best efforts to obtain the best
available price and most favorable execution except where otherwise authorized
by the board.
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 in the IDS MUTUAL FUND
GROUP. AEFC carefully monitors compliance with its Code of Ethics.
Normally, the Fund's securities are traded on a principal rather than an agency
basis. In other words, AEFC will trade directly with the issuer or with a dealer
who buys or sells for its own account, rather than acting on behalf of another
client. AEFC does not pay the dealer commissions. Instead, the dealer's profit,
if any, is the difference, or spread, between the dealer's purchase and sale
price for the security.
Each investment decision made for the Fund is made independently from any
decision made for another fund in the IDS MUTUAL FUND GROUP or other account
advised by AEFC or any AEFC subsidiary. When the Fund buys or sells the same
security as another 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.
The Fund paid total brokerage commissions of $0 for the fiscal year ended July
31, 1997, $0 for fiscal year 1996, and $0 for fiscal year 1995. Substantially
all firms through whom transactions were executed provide research services.
No transactions were directed to brokers because of research services they
provided to the Fund, except for the affiliates as noted below.
<PAGE>
As of the fiscal year ended July 31, 1997, 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
Owned at End of
Name of Issuer Fiscal Year
Bank of America $106,246,174
Chase Manhattan Bank 28,073,162
First Chicago 58,426,095
Goldman Sachs Group 143,346,735
Merrill Lynch 152,755,922
Morgan Stanley Group 26,740,125
BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN
EXPRESS FINANCIAL CORPORATION
Affiliates of American Express Company (American Express) (of which AEFC is a
wholly-owned subsidiary) may engage in brokerage and other securities
transactions on behalf of the Fund according to procedures adopted by that
Fund's board and to the extent consistent with applicable provisions of the
federal securities laws. AEFC will use an American Express affiliate only if (i)
AEFC 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.
AEFC may direct brokerage to compensate an affiliate. AEFC will receive research
on South Africa from New Africa Advisors, a wholly-owned subsidiary of Sloan
Financial Group. AEFC owns 100% of IDS Capital Holdings Inc. which in turn owns
40% of Sloan Financial Group. New Africa Advisors will send research to AEFC and
in turn AEFC will direct trades to a particular broker. The broker will have an
agreement to pay New Africa Advisors. All transactions will be on a best
execution basis. Compensation received will be reasonable for the services
rendered.
No brokerage commissions were paid to brokers affiliated with AEFC
for the three most recent fiscal years.
PERFORMANCE INFORMATION
The Fund may quote various performance figures to illustrate past
performance. Average annual total return and current yield
quotations 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.
<PAGE>
Average annual total return
The Fund may calculate average annual total return for a class 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:
n
P(1+T) = 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 a class for
certain periods representing the cumulative change in the value of
an investment in the fund over a specified period of time according
to the following formula:
ERV - P
P
where: P = a hypothetical initial payment of $1,000
ERV = ending redeemable value of a hypothetical $1,000
payment, made at the beginning of a period, at the
end of the period (or fractional portion thereof)
Annualized yield
The Fund calculates annualized simple and compound yields for a
class 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:
365/7
Compound Yield = (return for seven-day period + 1) - 1
<PAGE>
The Fund's simple annualized yield was 5.07% for Class A, 4.30% for Class B and
5.07% for Class Y and its compound yield was 5.19% for Class A, 4.40% for Class
B and 5.19% for Class Y on July 31, 1997, the last day of the Fund's fiscal
year.
Yield, or rate of return, on 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, Donoghue's Money Market Fund Report, Financial
Services Week, Financial Times, Financial World, Forbes, Fortune, Global
Investor, Institutional Investor, Investor's Daily, Kiplinger's Personal
Finance, Lipper Analytical Services, Money, Morningstar, Mutual Fund Forecaster,
Newsweek, The New York Times, Personal Investor, Stanger Report, Sylvia Porter's
Personal Finance, USA Today, U.S. News and World Report, The Wall Street Journal
and Wiesenberger Investment Companies Service.
VALUING FUND SHARES
The Fund values its securities as follows: All of the securities in the Fund's
portfolio are valued at amortized cost. The amortized cost method of valuation
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.
The board has established 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 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 a deviation exists that may result in a material dilution of
the holdings of current shareholders or investors, or in other unfair
consequences for such persons, 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
using available market quotations, making redemptions
<PAGE>
in kind, and selling portfolio securities before maturity in order
to realize capital gains or losses or to shorten average portfolio
maturity.
While the amortized cost method provides certainty and consistency in portfolio
valuation, it may 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 the Fund's
shares may be higher than if valuations of securities were made based on actual
market prices and estimates of market prices. Accordingly, if using the
amortized cost method were to result in a lower portfolio value, a prospective
investor in the Fund would be able to obtain a somewhat higher yield than he
would get if portfolio valuation were based on actual market values. Existing
shareholders, on the other hand, would receive a somewhat lower yield than they
would otherwise receive. The opposite would happen during a period of rising
interest rates.
The Exchange, AEFC and the Fund will be closed on the following
holidays: New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
INVESTING IN THE FUND
The minimum purchase for directors, officers and employees of the
Fund or AEFC and AEFC financial advisors is $1,000 for the Fund
(except payroll deduction plans), with a minimum additional
purchase of $25.
Systematic Investment Programs
After you make your initial investment of $2,000 for the Fund, you can arrange
to make additional payments of $100 or more on a regular basis. These minimums
do not apply to all systematic investment programs. You decide how often to make
payments monthly, quarterly or semiannually. You are not obligated to make any
payments. The Fund also can change the program or end it at any time. If there
is no obligation, why do it? Putting money aside is an important part of
financial planning. With a systematic investment program, you have a goal to
work for.
How does this work? Each purchase is a separate transaction. After each purchase
your new shares will be added to your account. Shares bought through these
programs are exactly the same as any other Fund shares. They can be bought and
sold at any time. A systematic investment program is not an option or an
absolute right to buy shares.
For a discussion on dollar-cost averaging, see Appendix B.
Automatic Directed Dividends
Dividends, including capital gain distributions, paid by another
fund in the IDS MUTUAL FUND GROUP may be used to automatically
purchase shares in the same class of the Fund. Dividend and
<PAGE>
capital gain distributions, if any, paid by the Fund may be used to
automatically purchase shares of another fund in the IDS MUTUAL FUND GROUP
available in your state. Dividends may be directed to existing accounts only.
Dividends declared by the Fund are exchanged the following day. Dividends can be
exchanged into the same class of another fund in the IDS MUTUAL FUND GROUP but
cannot be split to make purchases in two or more funds. Automatic directed
dividends are available between accounts of any ownership except:
Between a non-custodial account and an IRA, or 401(k) plan account
or other qualified retirement account of which American Express
Trust Company acts as custodian;
Between two American Express Trust Company custodial accounts with
different owners (for example, you may not exchange dividends from
your IRA to the IRA of your spouse);
Between different kinds of custodial accounts with the same
ownership (for example, you may not exchange dividends from your
IRA to your 401(k) plan account, although you may exchange
dividends from one IRA to another IRA).
Dividends may be directed from accounts established under the
Uniform Gifts to Minors Act (UGMA) or Uniform Transfers to Minors
Act (UTMA) only into other UGMA or UTMA accounts with identical
ownership.
The Fund's investment goal is described in its prospectus along
with other information, including fees and expense ratios. Before
exchanging dividends into another fund, you should read that fund's
prospectus. You will receive a confirmation that the automatic
directed dividend service has been set up for your account.
REDEEMING SHARES
You have a right to redeem your shares at any time. For an
explanation of redemption procedures, please see the prospectus.
Drafts: Drafts of $100 or more are available for shareholders of the Fund.
Drafts should be requested by registered owners only. The number of signatures
required for payment of a draft may vary by account ownership. Drafts should be
used like checks, but should not be sent directly to the Minneapolis
headquarters to be cashed. When the draft is accepted by the Fund through the
banking system, shares will be redeemed from your account. In order to qualify
for this service, all shares must be held in non-certificate form. If the
account is not large enough to cover a draft, it will be dishonored and returned
marked "insufficient funds." Drafts written on purchases made with
non-guaranteed funds not yet 10 days old will not be honored in most cases. The
draft writing privilege may be modified or terminated at any time. It may not
always be possible to give all shareholders advance notification of each change
in the draft writing privilege.
<PAGE>
Telephone Redemptions: Telephone redemptions are available for shareholders of
the Fund. Records maintained by AEFC will be binding on all parties. Neither
AEFC nor the Fund will be liable for any loss, expense or damage arising in
connection with telephone redemption requests. In order to qualify for this
service, all shares must be held in non-certificate form.
The requesting registered owner must be prepared to provide sufficient
information to enable AEFC to verify the authenticity of the call and to process
the redemption request. All telephone calls will be recorded. Redemption
requests received before the close of business (normally 3 p.m. Central time)
will be processed the same day. For each redemption, a number of shares equal to
the amount of the requested redemption will be redeemed. The following business
day, the redemption proceeds will be mailed to the address of record or
transmitted by Federal Reserve Wire to the bank account designated on the
telephone authorization form, provided AEFC, the Fund, Norwest Bank Minneapolis
and your bank are all open. At the present time there is no additional fee
charged for the wire service, but if such a fee is imposed in the future, an
additional number of shares will be redeemed to cover it.
The telephone redemption privilege may be modified or discontinued
at any time. It may not always be possible to give all
shareholders advance notice of each change in the procedures for
telephone redemptions.
During an emergency, the board can suspend computation of the 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:
'The Exchange closes for reasons other than the usual weekend and
holiday closings or trading on the Exchange is restricted, or
'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
'The SEC, under the provisions of the Investment Company Act of
1940 (the 1940 Act), as amended, 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 these costs fairly among all shareholders.
For this Fund, participants in these qualified plans may be subject to a
deferred sales charge on certain redemptions. The deferred sales charge on
certain redemptions will be waived if the redemption is a result of a
participant's death, disability, retirement, attaining age 59 1/2, loans or
hardship withdrawals. The deferred sales charge varies depending on the number
of participants in the qualified plan and total plan assets as follows:
<PAGE>
Deferred sales Charge
Number of Participants
Total Plan Assets 1-99 100 or more
Less than $1 million 4% 0%
$1 million or more 0% 0%
PAY-OUT PLANS
Shareholders of IDS Cash Management Fund can use any of several pay-out plans to
redeem their investment in regular installments. If you redeem Class B shares
you may be subject to a contingent deferred sales charge as discussed in the
prospectus. While the plans differ on how the pay-out is figured, they all are
based on the redemption of the investment. Net investment income dividends and
any capital gain distributions will automatically be reinvested, unless you
elect to receive them in cash. If a tax-qualified plan account for which
American Express Trust Company acts as custodian is being redeemed, an election
may be made to receive dividends and other distributions in cash when permitted
by law. If an IRA or a qualified retirement account is redeemed, certain
restrictions, federal tax penalties and special federal income tax reporting
requirements may apply. You should consult your tax advisor about this complex
area of the tax law.
To start any of these plans, please write American Express Shareholder Service,
P.O. Box 534, Minneapolis, MN 55440-0534, or call American Express Financial
Advisors Telephone Transaction Service at 800-437-3133 (National/Minnesota) or
612-671-3800 (Mpls./St. Paul). Your authorization must be received in the
Minneapolis headquarters at least five days before the date you want your
payments to begin. The initial payment must be at least $50. Payments will be
made on a monthly, bimonthly, quarterly, semiannual or annual basis. Your choice
is effective until you change or cancel it.
The following pay-out plans are designed to take care of the needs of most
shareholders in a way AEFC can handle efficiently and at a reasonable cost. If
you need a more irregular schedule of payments, it may be necessary for you to
make a series of individual redemptions, in which case you'll have to send in a
separate redemption request for each pay-out. The Fund reserves the right to
change or stop any pay-out plan and to stop making such plans available.
Plan #1: Pay-out for a fixed period of time
If you choose this plan, a varying number of shares will be
redeemed at regular intervals during the time period you choose.
This plan is designed to end in complete redemption of all shares
in your account by the end of the fixed period.
<PAGE>
Plan #2: Redemption of a fixed number of shares
If you choose this plan, a fixed number of shares will be redeemed for each
payment and that amount will be sent to you. The length of time these payments
continue is based on the number of shares in your account.
Plan #3: Redemption of a fixed dollar amount
If you decide on a fixed dollar amount, whatever number of shares
is necessary to make the payment will be redeemed in regular
installments until the account is closed.
Plan #4: Redemption of a percentage of net asset value
Payments are made based on a fixed percentage of the net asset value of the
shares in the account computed on the day of each payment. Percentages range
from 0.25% to 0.75%. For example, if you are on this plan and arrange to take
0.5% each month, you will get $50 if the value of your account is $10,000 on the
payment date.
TAXES
Retirement Accounts
If you have a nonqualified investment in the Fund, you may move
part or all of those shares to an IRA or qualified retirement
account in the Fund. However, this type of exchange is considered
a redemption of shares and may result in a gain or loss for tax
purposes.
Since the Fund invests only in money market securities, all income is from
interest or short-term capital gains. Accordingly, distributions of net
investment income do not qualify for the 70% dividends-received deduction for
corporations.
Under federal tax law, by the end of a calendar year the Fund must declare and
pay dividends representing 98% of ordinary income for that calendar year and 98%
of net capital gains (both long-term and short-term) for the 12-month period
ending Oct. 31 of that calendar year. The Fund is subject to an excise tax equal
to 4% of the excess, if any, of the amount required to be distributed over the
amount actually distributed. The Fund intends to comply with federal tax law and
avoid any excise tax.
This is a brief summary that relates to federal income taxation
only. Shareholders should consult their tax advisor as to the
application of federal, state and local income tax laws to Fund
distributions.
<PAGE>
AGREEMENTS
Investment Management Services Agreement
The Fund has an Investment Management Services Agreement with AEFC.
AEFC is paid a fee based on the following schedule:
Assets Annual rate at
(billions) each asset level
First $1.0 0.310%
Next 0.5 0.293
Next 0.5 0.275
Next 0.5 0.258
Over 2.5 0.240
On July 31, 1997, the daily rate applied to the Fund's net assets was equal to
0.277% on an annual basis. The fee is calculated for each calendar day on the
basis of the net assets of the Fund as of the close of business of the full
business day, which is two business days prior to the day for which the
calculation is being made.
The management fee is paid monthly. Under the agreement, the total
amount paid was $8,354,016 for the year ended July 31, 1997,
$6,557,898 for 1996, and $4,733,219 for 1995.
Under the agreement, the Fund also pays taxes, brokerage commissions and
nonadvisory expenses, which include custodian fees; audit and certain legal
fees; fidelity bond premiums; registration fees for shares; office expenses;
consultants' fees; compensation of board members, officers and employees;
corporate filing fees; organizational expenses; expenses incurred in connection
with lending securities of the Fund; and expenses properly payable by the Fund,
approved by the board. Under the agreement, the Fund paid nonadvisory expenses
of $1,045,237 for the year ended July 31, 1997, $1,851,127 for 1996, and
$1,001,686 for 1995.
Administrative Services Agreement
The Fund has an Administrative Services Agreement with AEFC. Under
this agreement, the Fund pays AEFC for providing administration and
accounting services. The fee is calculated as follows:
Assets Annual rate
(billions) each asset level
First $1.0 0.030%
Next 0.50 0.027
Next 0.50 0.025
Next 0.50 0.022
Over 2.5 0.020
On July 31, 1997, the daily rate applied to the Fund's net assets
was equal to 0.025% on an annual basis. The fee is calculated for
each calendar day on the basis of net assets as of the close of
<PAGE>
business two business days prior to the day for which the
calculation is made. Under the agreement, the Fund paid fees of
$799,667 for the fiscal year ended July 31.
Transfer Agency Agreement
The Fund has a Transfer Agency Agreement with AEFC. This agreement governs
AEFC's responsibility for administering and/or performing transfer agent
functions, for acting as service agent in connection with dividend and
distribution functions and for performing shareholder account administration
agent functions in connection with the issuance, exchange and redemption or
repurchase of the Fund's shares. Under the agreement, AEFC will earn a fee from
the Fund determined by multiplying the number of shareholder accounts at the end
of the day by a rate determined for each class and dividing by the number of
days in the year. The rate for Class A and Class Y is $20 per year and for Class
B is $21 per year. The fees paid to AEFC may be changed from time to time upon
agreement of the parties without shareholder approval. Under the agreement, the
Fund paid fees of $5,922,243 for the fiscal year ended July 31, 1997.
Distribution Agreement
For an explanation of the Fund's Distribution Agreement, please see
your prospectus.
Plan and Agreement of Distribution
For Class B shares, to help American Express Financial Advisors defray the cost
of distribution and servicing, not covered by the sales charges received under
the Distribution Agreement, the Fund and American Express Financial Advisors
entered into a Plan and Agreement of Distribution (Plan). These costs cover
almost all aspects of distributing the Fund shares except compensation to the
sales force. A substantial portion of the costs are not specifically identified
to any one fund in the IDS MUTUAL FUND GROUP. Under the Plan, American Express
Financial Advisors is paid a fee at an annual rate of 0.75% of the Fund's
average daily net assets attributable to Class B shares.
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 securities of the Fund's Class B shares or by American Express Financial
Advisors. 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, as amended. The Plan
may not be amended to increase the amount to be spent for distribution without
shareholder approval, and all
<PAGE>
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. For the fiscal year ended July 31, 1997, under the agreement, the
Fund paid fees of $1,586,518.
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.
Total fees and expenses
The Fund paid total fees and nonadvisory expenses, net of earnings
credits, of $17,707,681 for the fiscal year ended July 31, 1997.
ORGANIZATIONAL INFORMATION
IDS Money Market Series, Inc., of which IDS Cash Management Fund is a part, is
an open-end management investment company, as defined in the Investment Company
Act of 1940. Originally incorporated on Aug. 22, 1975 in Nevada, IDS Money
Market Series, Inc. changed its state of incorporation on June 13, 1986 by
merging into a Minnesota corporation incorporated on April 7, 1986. The Fund
headquarters are at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-
3268.
BOARD MEMBERS AND OFFICERS
The following is a list of the Fund's board members. They serve 15 Master Trust
portfolios and 47 IDS and IDS Life funds (except for William H. Dudley, who does
not serve on the nine IDS Life fund boards.)
All shares have cumulative voting rights with respect to the
election of board members.
H. Brewster Atwater, Jr.
Born in 1931
4900 IDS Tower
Minneapolis, MN
Former chairman and chief executive officer, General Mills, Inc.
Director, Merck & Co., Inc. and Darden Restaurants, Inc.
<PAGE>
Lynne V. Cheney'
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W.
Washington, D.C.
Distinguished Fellow AEI. Former Chair of National Endowment of
the Humanities. Director, The Reader's Digest Association Inc.,
Lockheed-Martin, Union Pacific Resources, and FPL Group, Inc.
(holding company for Florida Power and Light).
William H. Dudley**
Born in 1932
2900 IDS Tower
Minneapolis, MN
Senior advisor to the chief executive officer, AEFC.
Robert F. Froehlke+
Born in 1922
1201 Yale Place
Minneapolis, MN
Former president of all funds in the IDS MUTUAL FUND GROUP.
Director, the ICI Mutual Insurance Co., Institute for Defense
Analyses, Marshall Erdman and Associates, Inc. (architectural
engineering) and Public Oversight Board of the American Institute
of Certified Public Accountants.
David R. Hubers+**
Born in 1943
2900 IDS Tower
Minneapolis, MN
President and chief executive officer of AEFC since August 1993,
and director of AEFC. Previously, senior vice president, finance
and chief financial officer of AEFC.
Heinz F. Hutter+'
Born in 1929
P.O. Box 2187
Minneapolis, MN
Former president and chief operating officer, Cargill, Incorporated
(commodity merchants and processors).
Anne P. Jones
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD
Attorney and telecommunications consultant. Former partner, law
firm of Sutherland, Asbill & Brennan. Director, Motorola, Inc. and
C-Cor Electronics, Inc.
<PAGE>
Melvin R. Laird
Born in 1922
Reader's Digest Association, Inc.
1730 Rhode Island Ave., N.W.
Washington, D.C.
Senior counsellor for national and international affairs, The Reader's Digest
Association, Inc. Former nine-term U.S. Congressman, U.S. Secretary of Defense
and Presidential Counsellor. Director, Metropolitan Life Insurance Co., The
Reader's Digest Association, Inc., Science Applications International Corp.,
Wallace Reader's Digest Funds and Public Oversight Board (SEC Practice Section,
American Institute of Certified Public Accountants).
William R. Pearce+*
Born in 1927
901 S. Marquette Ave.
Minneapolis, MN
Chairman of the board, Board Services Corporation (provides
administrative services to boards). Director, trustee and officer
of registered investment companies whose boards are served by the
company. Former vice chairman of the board, Cargill, Incorporated
(commodity merchants and processors).
Alan K. Simpson'
Born in 1931
1201 Sunshine Ave.
Cody, WY
Former three-term United States Senator for Wyoming. Former
Assistant Republican Leader, U.S. Senate. Director, PacifiCorp
(electric power).
Edson W. Spencer+
Born in 1926
4900 IDS Center
80 S. 8th St.
Minneapolis, MN
President, Spencer Associates Inc. (consulting). Former chairman
of the board and chief executive officer, Honeywell Inc. Director,
Boise Cascade Corporation (forest products). Member of
International Advisory Council of NEC (Japan).
John R. Thomas**
Born in 1937
2900 IDS Tower
Minneapolis, MN
Senior vice president and director of AEFC.
<PAGE>
Wheelock Whitney+
Born in 1926
1900 Foshay Tower
821 Marquette Ave.
Minneapolis, MN
Chairman, Whitney Management Company (manages family assets).
C. Angus Wurtele'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN
Chairman of the board and retired chief executive officer, The
Valspar Corporation (paints). Director, Bemis Corporation
(packaging), Donaldson Company (air cleaners & mufflers) and
General Mills, Inc. (consumer foods).
+ Member of executive committee.
' Member of joint audit committee.
* Interested person by reason of being an officer 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 also has appointed officers who are responsible for day-
to-day business decisions based on policies it has established.
In addition to Mr. Pearce, who is president, the Fund's other
officers are:
Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN
President, treasurer and corporate secretary of Board Services
Corporation. Vice president, general counsel and secretary for the
Fund.
Officers who also are officers and/or employees of AEFC
Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN
Director and senior vice president-investments of AEFC. Vice
president-investments for the Fund.
<PAGE>
Melinda S. Urion
Born in 1953
IDS Tower 10
Minneapolis, MN
Director, senior vice president and chief financial officer of
AEFC. Director, executive vice president and controller of IDS
Life Insurance Company. Treasurer for the Fund.
COMPENSATION FOR FUND BOARD MEMBERS
Members of the board who are not officers of the Fund or AEFC receive an annual
fee of $2,000, and the Chair of the Contracts Committee receives an additional
$86. Board members receive a $50 per day attendance fee for board meetings. The
attendance fee for meetings of the Contracts and Investment Review Committees is
$50; for meetings of the Audit Committee and Personnel Committee $25 and for
traveling from out-of-state $20. Expenses for attending meetings are reimbursed.
During the fiscal year ended July 31, 1997, the members of the
board, for attending up to 32 meetings, received the following
compensation:
<TABLE>
<CAPTION>
Compensation Table
Pension or Estimated Total cash compensation
Aggregate Retirement annual from the IDS MUTUAL FUND
compensation benefits accrued benefit upon GROUP and the Preferred
Board member from the Fund as Fund expenses retirement Master Trust Group
<S> <C> <C> <C> <C>
H. Brewster Atwater, Jr. $2,220 $0 $0 $78,900
(part of year)
Lynne V. Cheney 2,859 0 0 97,400
Robert F. Froehlke 2,937 0 0 104,600
Heinz F. Hutter 2,972 0 0 106,300
Anne P. Jones 3,123 0 0 111,600
Melvin R. Laird 2,875 0 0 98,600
Alan K. Simpson 1,716 0 0 58,200
(part of year)
Edson W. Spencer 3,333 0 0 127,800
Wheelock Whitney 3,022 0 0 109,500
C. Angus Wurtele 3,047 0 0 110,700
</TABLE>
On July 31, 1997, 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 to shareholders for the
fiscal year ended July 31, 1997, were audited by independent auditors, KPMG Peat
Marwick LLP, 4200 Norwest Center, 90 S. Seventh St., Minneapolis, MN 55402-3900.
The independent auditors also provide other accounting and tax-related services
as requested by the Fund.
<PAGE>
FINANCIAL STATEMENTS
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 to shareholders for the fiscal year ended July
31, 1997, pursuant to Section 30(d) of the Investment Company Act of 1940, as
amended, are hereby incorporated in this SAI by reference. No other portion of
the Annual Report, however, is incorporated by reference.
PROSPECTUS
The prospectus for IDS Cash Management Fund, dated Sept. 29, 1997,
is hereby incorporated in this SAI by reference.
<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.
<PAGE>
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.
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
DOLLAR-COST AVERAGING
A technique that works well for many investors is one that eliminates random buy
and sell decisions. One such system is dollar-cost averaging. Dollar-cost
averaging involves building a portfolio through the investment of fixed amounts
of money on a regular basis regardless of the price or market condition. This
may enable an investor to smooth out the effects of the volatility of the
financial markets. By using this strategy, more shares will be purchased when
the price is low and less when the price is high. As the accompanying chart
illustrates, dollar-cost averaging tends to keep the average price paid for the
shares lower than the average market price of shares purchased, although there
is no guarantee.
While this technique does not ensure a profit and does not protect against a
loss if the market declines, it is an effective way for many shareholders who
can continue investing on a regular basis through changing market conditions,
including times when the price of their shares falls or the market declines, to
accumulate shares in a fund to meet long-term goals.
Dollar-cost averaging
- -------------------------------------------------------------------
Regular Market Price Shares
Investment of a Share Acquired
$100 $6.00 16.7
100 4.00 25.0
100 4.00 25.0
100 6.00 16.7
100 5.00 20.0
---- ----- -----
$500 $25.00 103.4
Average market price of a share over 5 periods:
$5.00 ($25.00 divided by 5).
The average price you paid for each share:
$4.84 ($500 divided by 103.4).
Independent auditors' report
The board and shareholders
IDS Money Market Series, Inc.:
We have audited the accompanying statement of assets and liabilities,
including the schedule of investments in securities, of IDS Cash
Management Fund (a series of IDS Money Market Series, Inc.) as of July 31,
1997, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year
period then ended, and the financial highlights for each of the years in
the ten-year period ended July 31, 1997. These financial statements and
the financial highlights are the responsibility of fund management. Our
responsibility is to express an opinion on these financial statements and
the financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and the
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Investment securities held in
custody are confirmed to us by the custodian. 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 referred to above present fairly,
in all material respects, the financial position of IDS Cash Management
Fund at July 31, 1997, and the results of its operations, changes in its
net assets, and the financial highlights for the periods stated in the
first paragraph above, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
September 5, 1997
<PAGE>
<TABLE>
<CAPTION>
Financial statements
Statement of assets and liabilities
IDS Cash Management Fund
July 31, 1997
Assets
<S> <C>
Investments in securities, at value (Note 1)
(identified cost $3,270,490,798) $3,270,490,798
Cash in bank on demand deposit 32,486,142
Accrued interest receivable 2,830,731
---------
Total assets 3,305,807,671
-------------
Liabilities
Dividends payable to shareholders 2,699,937
Accrued investment management services fee 24,965
Accrued distribution fee 3,000
Accrued transfer agency fee 17,721
Accrued administrative services fee 2,265
Other accrued expenses 421,173
Total liabilities 3,169,061
---------
Net assets applicable to outstanding capital stock $3,302,638,610
==============
Represented by
Capital stock-- authorized 10,000,000,000 shares of $.01 par value $ 33,027,616
Additional paid-in capital 3,269,637,019
Undistributed (excess of distributions over) net investment income 975
Accumulated net realized gain (loss) (Note 1) (27,000)
-------
Total-- representing net assets applicable to outstanding capital stock $3,302,638,610
==============
Net assets applicable to outstanding shares: Class A $3,093,914,370
Class B $ 146,752,814
Class Y $ 61,971,426
Net asset value per share of outstanding capital stock: Class A shares 3,093,957,865 $ 1.00
Class B shares 146,809,834 $ 1.00
Class Y shares 61,993,894 $ 1.00
See accompanying notes to financial statements.
<PAGE>
Statement of operations
IDS Cash Management Fund
Year ended July 31, 1997
Investment income
Income:
Interest $163,490,707
------------
Expenses (Note 2):
Investment management services fee 8,354,016
Distribution fee-- Class B 1,586,518
Transfer agency fee 5,906,074
Incremental transfer agency fee-- Class B 16,169
Administrative services fees and expenses 799,667
Compensation of board members 24,414
Compensation of officers 9,423
Custodian fees 160,949
Postage 882,899
Registration fees 831,561
Reports to shareholders 291,642
Audit fees 33,500
Other 40,137
------
Total expenses 18,936,969
Earnings credits on cash balances (Note 2) (1,229,288)
----------
Total net expenses 17,707,681
----------
Investment income (loss)-- net 145,783,026
-----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on investments (Note 3) 361
---
Net increase (decrease) in net assets resulting from operations $145,783,387
============
See accompanying notes to financial statements.
<PAGE>
<CAPTION>
Financial statements
Statements of changes in net assets
IDS Cash Management Fund
Year ended July 31,
Operations and distributions 1997 1996
Investment income (loss)-- net $ 145,783,026 $ 109,971,618
Net realized gain (loss) on investments 361 (2,565)
--- ------
Net increase (decrease) in net assets resulting from operations 145,783,387 109,969,053
----------- -----------
Distributions to shareholders from:
Net investment income
Class A (133,616,882) (98,832,686)
Class B (8,786,661) (7,718,760)
Class Y (3,374,403) (3,425,225)
---------- ----------
Total distributions (145,777,946) (109,976,671)
------------ ------------
Capital share transactions at constant $1 net asset value
Proceeds from sales
Class A shares 9,587,486,301 6,873,710,335
Class B shares 263,976,722 546,797,564
Class Y shares 126,673,627 137,595,869
Reinvestment of distributions at net asset value
Class A shares 129,747,271 96,280,970
Class B shares 8,706,594 7,549,183
Class Y shares 3,018,917 3,059,283
Payments for redemptions
Class A shares (8,958,744,870) (6,341,900,642)
Class B shares (Note 2) (399,060,300) (379,219,480)
Class Y shares (124,384,459) (169,773,277)
------------ ------------
Increase (decrease) in net assets from capital share transactions 637,419,803 774,099,805
----------- -----------
Total increase (decrease) in net assets 637,425,244 774,092,187
Net assets at beginning of year 2,665,213,366 1,891,121,179
------------- -------------
Net assets at end of year $3,302,638,610 $2,665,213,366
============== ==============
Undistributed (excess of distributions over)
net investment income $ 975 $ (4,105)
-------------- --------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to financial statements
IDS Cash Management Fund
1
Summary of
significant
accounting policies
The Fund is a series of IDS Money Market Series, Inc. and is registered
under the Investment Company Act of 1940 (as amended) as a diversified,
open-end management investment company. The Fund invests in money market
securities. The Fund offers Class A, Class B and Class Y shares. Class A
shares have no sales charge. Class B shares may be subject to a contingent
deferred sales charge and such shares automatically convert to Class A
during the ninth calendar year of ownership. Class Y shares have no sales
charge and are offered only to qualifying institutional investors.
All classes of shares have identical voting, dividend, liquidation and
other rights, and the same terms and conditions, except that the level of
distribution fee and transfer agent fee (class specific expenses) differs
among classes. Income, expenses (other than class specific expenses) and
realized and unrealized gains or losses on investments are allocated to
each class of shares based upon its relative net assets.
Significant accounting policies followed by the Fund are summarized below:
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of increase and decrease in
net assets from operations during the period. Actual results could differ
from those estimates.
Valuation of securities
Pursuant to Rule 2a-7 of the 1940 Act, all securities are valued daily at
amortized cost, which approximates market value, in order to maintain a
constant net asset value of $1 per share.
Federal taxes
Since the Fund's policy is to comply with all sections of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders, no provision for
income or excise taxes is required.
Net investment income (loss) and net realized gains (losses) may differ
for financial statement and tax purposes. 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. 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) were recorded by the Fund.
Dividends to shareholders
Dividends from net investment income, declared daily and payable monthly,
are reinvested in additional shares of the Fund at net asset value or
payable in cash.
Other
Security transactions are accounted for on the date securities are
purchased or sold. Interest income, including amortization of premium and
discount, is accrued daily.
2
Expenses and
sales charges
Effective March 20, 1995, the Fund entered into agreements with American
Express Financial Corporation (AEFC) for managing its portfolio, providing
administrative services and serving as transfer agent. Under its
Investment Management Services Agreement, AEFC determines which securities
will be purchased, held or sold. The management fee is a percentage of the
Fund's average daily net assets in reducing percentages from 0.31% to
0.24% annually.
Under an Administrative Services Agreement, the Fund pays AEFC a fee for
administration and accounting services at a percentage of the Fund's
average daily net assets in reducing percentages from 0.03% to 0.02%
annually. Additional administrative service expenses paid by the Fund are
office expenses, consultants' fees and compensation of officers and
employees. Under this agreement, the Fund also pays taxes, audit and
certain legal fees, registration fees for shares, compensation of board
members, corporate filing fees, organizational expenses, and any other
expenses properly payable by the Fund and approved by the board.
Under a separate Transfer Agency Agreement, AEFC maintains shareholder
accounts and records. The Fund pays AEFC an annual fee per shareholder
account for this service as follows:
o Class A $20
o Class B $21
o Class Y $20
Also effective March 20, 1995, the Fund entered into agreements with
American Express Financial Advisors Inc. for distribution and shareholder
servicing-related services. Under a Plan and Agreement of Distribution,
the Fund pays a distribution fee at an annual rate of 0.75% of the Fund's
average daily net assets attributable to Class B shares for
distribution-related services.
Sales charges received by American Express Financial Advisors Inc. for
distributing Class B shares were $607,983 for the year ended July 31,
1997.
During the year ended July 31, 1997, the Fund's custodian and transfer
agency fees were reduced by $1,229,288 as a result of earnings credits
from overnight cash balances.
3
Securities
transactions
Cost of purchases and proceeds from sales of securities aggregated
$19,498,414,715 and $18,872,174,174, respectively, for the year ended July
31, 1997. Realized gains and losses are determined on an identified cost
basis.
4
Financial
highlights
"Financial highlights" showing per share data and selected information is
presented on pages 6 and 7 of the prospectus.
<PAGE>
Investments in securities
IDS Cash Management Fund
July 31, 1997
(Percentages represent value of
investments compared to net assets)
Issuer Annualized Amount Value(a)
yield on payable at
date of maturity
purchase
U.S. government agency (0.3%)
Federal Home Loan Bank Disc Nt
01-28-98 5.78% $10,000,000 $ 10,000,000
Total U.S. government agency
(Cost: $10,000,000) 10,000,000
Certificates of deposit (4.7%)
Domestic (0.5%)
Bank of New York
03-03-98 5.80 17,000,000 16,997,138
Eurodollar (4.2%)
ABN Amro Yankee
05-15-98 6.08 14,000,000 13,997,898
Canadian Imperial Bank Yankee
09-02-97 5.54 46,700,000 46,700,412
Credit Agricole Yankee
08-11-97 5.62 25,000,000 25,000,000
Societe Generale Yankee
12-16-97 5.73 12,000,000 12,000,000
12-24-97 5.68 20,000,000(c) 19,994,438
03-03-98 5.85 10,000,000 9,997,756
03-20-98 5.98 10,000,000 9,998,791
Total 137,689,295
Total certificates of deposit
(Cost: $154,686,433) 154,686,433
Commercial paper (62.9%)
Automotive & related (1.0%)
Ford Motor Credit
08-01-97 5.57 18,000,000 18,000,000
08-07-97 5.57 14,800,000 14,786,335
Total 32,786,335
Banks and savings & loans (14.6%)
ABN Amro North America Finance
11-10-97 5.62 25,000,000 24,612,833
ABN Canada
09-16-97 5.57 20,000,000 19,858,933
BBV Finance (Delaware)
10-10-97 5.48 20,000,000 19,793,889
Ciesco LP
08-18-97 5.52 14,400,000 14,362,600
08-19-97 5.55 27,600,000 27,523,824
09-16-97 5.57 2,700,000(b) 2,680,956
Commerzbank U.S. Finance
10-24-97 5.54 31,800,000 31,394,126
First Bank Minneapolis
10-24-97 5.56 20,000,000(c) 19,997,330
03-06-98 5.58 13,000,000(c) 12,997,017
First Chicago NBD
08-12-97 5.55 25,000,000 24,957,757
First Union
08-06-97 5.70 $25,000,000 25,000,000
Fleet Funding
08-06-97 5.53 17,000,000(b) 16,986,990
08-13-97 5.53 34,000,000(b) 33,937,667
08-14-97 5.53 15,600,000(b) 15,568,960
08-25-97 5.54 5,228,000(b) 5,208,796
Kredietbank North America Finance
08-07-97 5.62 13,500,000 13,487,467
Morgan Guaranty Bank Note
06-22-98 5.97 15,000,000 14,995,534
Natl Australia Funding (Delaware)
08-08-97 5.60 16,400,000 16,382,302
Natl Westminster Canada
08-15-97 5.43 25,000,000 24,948,569
NBD Bank Canada
08-05-97 5.63 25,000,000 24,984,514
08-22-97 5.53 17,600,000 17,543,431
09-16-97 5.57 15,000,000 14,894,200
New Center Asset Trust
08-11-97 5.58 21,500,000 21,466,914
09-08-97 5.55 27,500,000 27,340,347
Societe Generale North America
09-05-97 5.57 10,000,000 9,946,333
Total 480,871,289
Broker dealers (9.8%)
Goldman Sachs Group
08-07-97 5.63 20,000,000 19,981,400
08-20-97 5.57 37,000,000 36,891,816
08-21-97 5.60 21,900,000 21,832,475
09-03-97 5.64 30,000,000 29,846,825
09-08-97 5.64 35,000,000 34,794,219
Merrill Lynch
08-08-97 5.60 27,000,000 26,970,758
08-18-97 5.79 12,000,000 11,967,700
09-10-97 5.56 25,000,000 24,846,944
09-11-97 5.57 25,000,000 24,842,833
10-09-97 5.63 35,000,000 34,627,687
10-16-97 5.62 14,500,000(c) 14,500,000
05-26-98 5.60 15,000,000(c) 15,000,000
Morgan Stanley Group
08-25-97 5.53 2,000,000 1,992,667
10-06-97 5.57 25,000,000 24,747,458
Total 322,842,782
Consumer finance -- personal loans (0.4%)
Household Finance
08-29-97 5.53 15,000,000 14,935,833
Energy (3.0%)
Chevron Transport
09-11-97 5.55 20,000,000(b) 19,874,494
10-01-97 5.55 10,000,000(b) 9,906,975
10-06-97 5.56 10,000,000(b) 9,899,167
Chevron UK
08-12-97 5.62 $20,000,000 19,966,022
08-22-97 5.56 25,000,000 24,919,354
09-15-97 5.65 15,000,000 14,895,562
Total 99,461,574
Financial services (19.7%)
Credit Agricole USA
08-14-97 5.58 15,000,000 14,969,938
A.I. Credit
09-17-97 5.55 4,100,000 4,070,560
American General Finance
08-13-97 5.61 13,400,000 13,375,165
08-28-97 5.53 26,100,000 25,992,338
09-17-97 5.63 20,000,000 19,854,822
Associates Corp North America
08-04-97 5.63 15,000,000 14,993,025
08-22-97 5.53 25,000,000 24,919,792
08-22-97 5.54 50,000,000 49,839,292
08-25-97 5.60 15,700,000 15,641,910
08-29-97 5.52 1,500,000 1,493,595
09-12-97 5.54 24,800,000 24,640,867
09-18-97 5.62 15,000,000 14,889,000
Beneficial
08-19-97 5.58 29,000,000 28,919,670
09-25-97 5.55 17,600,000 17,452,111
BHP Finance (USA)
08-19-97 5.54 10,800,000 10,770,246
09-17-97 5.56 2,400,000 2,382,735
BOC Group
08-18-97 5.59 20,000,000 19,947,583
09-09-97 5.56 23,200,000(b) 23,061,515
09-15-97 5.55 10,000,000 9,931,250
CAFCO
08-12-97 5.62 20,000,000(b) 19,965,961
08-14-97 5.61 2,100,000(b) 2,095,776
08-15-97 5.55 16,400,000(b) 16,364,795
08-18-97 5.55 34,100,000(b) 34,011,113
08-18-97 5.60 7,500,000(b) 7,480,344
08-20-97 5.60 11,200,000(b) 11,167,193
09-16-97 5.52 14,900,000(b) 14,795,667
09-24-97 5.55 14,000,000(b) 13,884,500
CIT Group Holdings
08-13-97 5.59 9,100,000 9,083,135
09-18-97 5.54 27,300,000 27,099,800
Commercial Credit
08-12-97 5.60 24,700,000 24,658,113
09-12-97 5.52 20,000,000 19,872,133
General Electric Capital
08-13-97 5.59 23,600,000 23,556,340
09-19-97 5.64 30,000,000 29,772,967
USAA Capital
08-05-97 5.57 8,700,000 8,694,645
08-15-97 5.59 7,900,000 7,882,980
09-03-97 5.60 15,500,000 15,421,286
11-14-97 5.61 17,000,000 16,726,796
11-17-97 5.60 10,000,000 9,835,000
Total 649,513,958
Food (1.3%)
Cargill Global Funding
11-07-97 5.59 12,400,000(b) 12,214,007
11-24-97 5.66 10,000,000(b) 9,826,541
CPC Intl
10-14-97 5.58 6,300,000(b) 6,228,775
10-27-97 5.55 16,600,000(b) 16,380,161
Total 44,649,484
Household products (0.9%)
Clorox
09-09-97 5.57 30,000,000 29,820,600
Industrial equipment & services (1.3%)
ABB Treasury Center USA
09-04-97 5.62 9,700,000(b) 9,648,973
Mobil Australia Finance (Delaware)
08-22-97 5.49 10,005,000(b) 9,973,776
11-17-97 5.69 23,527,000(b) 23,133,864
Total 42,756,613
Insurance (2.3%)
Lincoln Natl
08-04-97 5.59 14,000,000(b) 13,993,502
08-21-97 5.52 8,300,000(b) 8,274,639
09-05-97 5.63 12,400,000(b) 12,332,730
09-09-97 5.58 15,000,000(b) 14,910,138
09-29-97 5.54 10,000,000(b) 9,910,025
Metlife Funding
09-10-97 5.54 16,500,000 16,399,167
Total 75,820,201
Media (1.1%)
Reed Elsevier
08-06-97 5.60 25,000,000(b) 24,980,729
09-16-97 5.62 10,800,000(b) 10,723,410
Total 35,704,139
Retail (0.3%)
May Department Stores
10-21-97 5.59 11,900,000 11,752,470
Utilities -- electric (2.7%)
Alabama Power
08-15-97 5.59 14,750,000 14,718,222
08-19-97 5.59 7,200,000 7,180,056
General Electric
08-29-97 5.56 25,000,000 24,892,667
Northern States Power
09-16-97 5.55 42,100,000 41,804,130
Total 88,595,075
Utilities -- gas (0.7%)
Gateway Fuel
08-18-97 5.59 8,071,000 8,049,847
Southern California Gas
09-10-97 5.57 15,254,000(b) 15,160,442
Total 23,210,289
Utilities -- telephone (3.8%)
Ameritech Capital Funding
08-12-97 5.56 8,300,000(b) 8,286,026
MCI Communications
09-12-97 5.62 8,600,000(b) 8,544,315
09-16-97 5.62 15,000,000(b) 14,893,625
09-19-97 5.62 20,000,000(b) 19,848,917
10-31-97 5.56 19,000,000(b) 18,736,808
11-17-97 5.64 12,100,000(b) 11,899,261
Southwestern Bell Telephone
09-09-97 5.55 15,300,000(b) 15,208,837
SBC Communications Capital
08-07-97 5.52 13,600,000(b) 13,587,533
09-08-97 5.56 1,000,000 994,184
10-07-97 5.59 13,000,000(b) 12,866,447
Total 124,865,953
Total commercial paper
(Cost: $2,077,586,595) 2,077,586,595
Letters of credit (31.1%)
ABN Amro-
Formosa Plastics
08-26-97 5.68 15,000,000 14,941,667
09-02-97 5.70 20,000,000 19,900,089
ABN Amro-
Omnicon Financial Services
08-19-97 5.55 24,100,000(b) 24,033,484
ABN Amro-
U.S. Prime Properties
08-14-97 5.62 19,000,000 18,961,784
Banco Santander
Banco Bozano
08-15-97 5.66 18,700,000 18,659,130
Bank of America-
Formosa Plastics
08-08-97 5.54 20,000,000 19,978,533
08-28-97 5.68 25,000,000 24,895,000
09-17-97 5.57 31,900,000 31,670,107
10-16-97 5.59 10,000,000 9,883,467
Bank of America-
Hyundai Motor Finance
09-23-97 5.57 8,000,000 7,934,987
10-03-97 5.57 12,000,000 11,884,080
Bank of New York-
River Fuel Trust
10-03-97 5.58 20,180,000(b) 19,984,708
Barclays Bank-
Banca Serfin
10-20-97 5.62 15,000,000 14,815,333
Barclays Bank-
Banco BCN Barclays (Bahamas)
08-04-97 5.73 15,000,000 14,992,938
Barclays Bank-
Banco Bredesco
09-22-97 5.65 22,000,000 21,822,998
Barclays Bank-
Banco de Columbia
08-25-97 5.55 8,000,000 7,970,560
Barclays Bank-
Banco Del Ismo
08-20-97 5.63 10,000,000 9,970,550
09-18-97 5.68 15,000,000 14,888,000
Barclays Bank-
Banco Real
10-02-97 5.58 10,000,000 9,904,933
10-06-97 5.91 13,000,000 12,862,958
Barclays Bank-
Petrobras
09-19-97 5.56 10,000,000 9,925,003
Barclays Bank-
Petroleo Brasileiro
08-29-97 5.55 10,000,000 9,957,067
10-21-97 5.60 10,000,000 9,875,800
Canadian Imperial Bank-
Commed Fuel
10-07-97 5.58 14,767,000 14,615,568
10-23-97 5.57 17,626,000 17,402,493
Chase Manhattan Bank-
Somerset Railroad
08-11-97 5.72 14,300,000 14,277,597
09-19-97 5.57 13,900,000 13,795,565
Credit Agricole-
Louis Dreyfus
08-06-97 5.64 10,000,000 9,992,222
08-14-97 5.54 25,000,000 24,950,257
09-04-97 5.53 10,000,000 9,948,056
Credit Suisse-
Chinatex Capitals
08-22-97 5.56 13,000,000 12,958,140
10-27-97 5.61 10,000,000 9,866,358
Credit Suisse-
COFCO Capital
08-27-97 5.57 15,000,000 14,940,092
09-05-97 5.59 10,000,000 9,946,139
09-05-97 5.57 5,000,000(b) 4,973,118
09-08-97 5.59 15,000,000 14,912,283
09-23-97 5.65 20,000,000 19,835,994
Credit Suisse-
Sinochem
08-08-97 5.76 11,000,000 10,987,851
08-11-97 5.55 4,000,000 3,993,867
10-17-97 5.61 26,000,000 25,692,471
10-23-97 5.58 20,700,000 20,437,512
Credit Suisse-
Sunkyong America
10-27-97 5.58 15,000,000 14,800,625
Dresdner Bank-
Transportadora De Gas Del Sur
10-20-97 5.60 20,000,000 19,754,667
10-23-97 5.58 20,000,000 19,746,389
First Bank-
Midwest CP
08-15-97 5.54 10,000,000 9,978,533
09-19-97 5.57 19,052,000 18,908,856
First Chicago-
Commed Fuel
08-19-97 5.60 15,859,000 15,814,991
08-27-97 5.53 8,600,000 8,565,839
09-11-97 5.56 9,145,000 9,087,508
Societe Generale-
China Intl Marine Containers
08-05-97 5.65 20,000,000 19,987,556
08-05-97 5.75 15,000,000 14,990,550
Societe Generale-
JMG Funding
08-06-97 5.58 21,069,000 21,052,759
10-16-97 5.59 20,000,000 19,766,933
Toronto Dominion Bank-
Franciscan Services
08-15-97 5.55 51,550,000 51,439,339
Union Bank Switzerland-
River Fuel Trust
10-08-97 5.59 13,545,000(b) 13,403,515
Westdeutsche Landesbank-
Beal Argentina
08-12-97 5.72 20,000,000 19,965,594
Beal Brazil
08-26-97 5.55 17,000,000 16,934,833
08-26-97 5.61 15,000,000 14,942,188
Westdeutsche Landesbank-
Comision Federale de Electricidad
09-04-97 5.57 10,000,000 9,947,772
09-05-97 5.54 30,000,000 29,839,583
09-05-97 5.57 10,000,000(b) 9,946,333
09-08-97 5.58 15,000,000 14,912,442
09-15-97 5.58 12,500,000 12,412,813
Westdeutsche Landesbank-
Hillsborough
08-20-97 5.56 13,913,000 13,872,393
Westdeutsche Landesbank-
Unibanco
09-10-97 5.65 15,000,000 14,907,000
Total letters of credit
(Cost: $1,028,217,770) 1,028,217,770
Total investments in securities
(Cost: $3,270,490,798)(d) $3,270,490,798
See accompanying notes to investments in securities.
Notes to investments in securities
(a) Securities are valued by procedures described in Note 1 to the financial
statements.
(b) Commercial paper sold within terms of a private placement memorandum, exempt
from registration under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under guidelines established by
the board.
(c) Interest rate varies to reflect current market conditions; rate shown is the
effective rate on July 31, 1997.
(d) Also represents the cost of securities for federal income tax purposes at
July 31, 1997.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(a) Financial Statements included in Part B of this
Registration Statement:
- Independent Auditors' Report dated September 5, 1997 -
Statement of Assets and Liabilities, July 31, 1997 - Statement of
Operations, Year ended July 31, 1997 - Statements of Changes in
Net Assets, for the two-year
period ended July 31, 1997 and July 31, 1996 - Notes to
Financial Statements - Investments in Securities, July 31, 1997 -
Notes to Investments in Securities
(b) EXHIBITS:
1. Articles of Incorporation, as amended Nov. 14, 1991,
filed as Exhibit No. 1 to Registrant's Post-Effective
Amendment No. 34 to Registration Statement No. 2-54516,
is incorporated herein by reference.
2. By-laws, as amended January 12, 1989, filed as Exhibit
No. 2 to Registrant's Post-Effective Amendment No. 24 to
Registration Statement No. 2-54516, is incorporated
herein by reference.
3. Not Applicable.
4. Copy of Stock certificate, filed as Exhibit 4 to
Registrant's Amendment No. 12 to Registration Statement
No. 2-54516 dated September 18, 1982, is incorporated
herein by reference.
5. Copy of Investment Management Services Agreement between
Registrant and American Express Financial Corporation,
dated March 20, 1995, is filed electronically herewith.
6. Copy of Distribution Agreement between Registrant and
American Express Financial Advisors, Inc. dated March 20,
1995, is filed electronically herewith.
7. All employees are eligible to participate in a profit sharing
plan. Entry into the plan is Jan. 1 or July 1. The Registrant
contributes each year an amount up to 15 percent of their annual
salaries, the maximum deductible amount permitted under Section
404(a) of the Internal Revenue Code.
<PAGE>
8(a). Copy of Custodian Agreement between Registrant and
American Express Trust Company, dated March 20, 1995, is
filed electronically herewith.
8(b). Copy of Custody Agreement between Morgan Stanley Trust
Company and IDS Bank & Trust dated May, 1993, filed
electronically as Exhibit 8(b) to Registrant's Post-
Effective Amendment No. 43 to Registration Statement No.
2-54516, is incorporated herein by reference.
9(a). Copy of Plan and Agreement of Merger dated April 10,
1986, filed as Exhibit 9 to Registrant's Post-Effective
Amendment No. 19 to Registration Statement No. 2-54516,
is incorporated herein by reference.
9(b). Copy of Transfer Agency Agreement between Registrant and American
Express Financial Corporation, dated March 20, 1995, is filed
electronically herewith.
9(c). Copy of License Agreement between the Registrant and IDS
Financial Corporation dated Jan. 25, 1988, filed
electronically as Exhibit 9(c) to Registrant's Post-
Effective Amendment No. 26 to Registration Statement No.
2-54516, is incorporated herein by reference.
9(e). Copy of Administrative Services Agreement between Registrant and
American Express Financial Corporation, dated March 20, 1995, is
filed electronically herewith.
9(f). Copy of Agreement and Plan of Reorganization, dated Sept.
8, 1994, between IDS Cash Management Fund, a series of
IDS Money Market Series, Inc. and IDS Planned Investment
Account, also a series of IDS Money Market Series, Inc.,
filed electronically as Exhibit 4 to Registrant's Pre-
Effective Amendment No. 1 on Form N-14, is incorporated
herein by reference.
10. Opinion and consent of counsel as to the legality of the
securities being registered is filed with Registrant's
most recent 24f-2 notice.
11. Independent Auditors' Consent, is filed electronically
herewith.
12. None.
13. Not applicable.
<PAGE>
14. Forms of Keogh, IRA and other retirement plans, filed as
Exhibits 14(a) through 14(n) to IDS Growth Fund, Inc.,
Post-Effective Amendment No. 34 to Registration Statement
No. 2-38355, are incorporated herein by reference.
15. Copy of Plan and Agreement of Distribution between Registrant and
American Express Financial Advisors Inc., dated March 20, 1995,
is filed electronically herewith.
16. Copy of schedule for computation of each performance
quotation provided in the Registration Statement in
response to Item 22, filed as Exhibit 16 to Post-
Effective Amendment No. 35 is incorporated herein by
reference.
17. Financial Data Schedule, is filed electronically
herewith.
18. Copy of plan pursuant to Rule 18f-3 under the 1940 Act is
filed electronically as Exhibit 18 to Registrant's Post-
Effective Amendment No. 43 to Registration Statement No.
2-54516, is incorporated herein by reference.
19(a). Directors' Power of Attorney to sign Amendment to this
Registration Statement dated January 8, 1997, is filed
electronically herewith.
19(b). Officers' Power of Attorney, dated Nov. 1, 1995, to sign
Amendments to this Registration Statement, filed as
Exhibit 19(b) to Registrant's Post-Effective Amendment
No. 45, is incorporated herein by reference.
Item 25. Persons Controlled by or Under Common Control with
Registrant.
None.
Item 26. Number of Holders of Securities.
(1) (2)
Number of Record
Holders as of
Title of Class Sept. , 1997
-------------- --------------
Class A 304,802
Class B 11,486
Class Y 8,954
-------
325,242
<PAGE>
Item 27. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
<PAGE>
PAGE 1
<PAGE>
Item 29(c). Not applicable.
Item 30. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant undertakes to furnish each person
to whom a prospectus is delivered with a copy of
the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, IDS Money Market Series, Inc., certifies
that it meets the requirements for the effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933,
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis and State of Minnesota on the 25th day of September, 1997.
IDS MONEY MARKET SERIES, INC.
By /s/ William R. Pearce**
William R. Pearce, President
By /s/ Melinda S. Urion**
Melinda S. Urion, Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its Registration Statement has been signed below by the following persons in the
capacities indicated on the 25th day of September, 1997.
Signature Capacity
/s/ William R. Pearce** President and
William R. Pearce Principal Executive
Officer and Director
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ William H. Dudley* Director
William H. Dudley
/s/ Robert F. Froehlke* Director
Robert F. Froehlke
/s/ David R. Hubers* Director
David R. Hubers
<PAGE>
Signature Capacity
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ Melvin R. Laird* Director
Melvin R. Laird
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ Edson W. Spencer* Director
Edson W. Spencer
/s/ John R. Thomas* Director
John R. Thomas
/s/ Wheelock Whitney* Director
Wheelock Whitney
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney, dated January 8, 1997, filed
electronically herewith by:
_______________________________
William R. Pearce
**Signed pursuant to Officers' Power of Attorney, dated Nov. 1,
1995, is filed electronically as Exhibit 19(b) to Registrant's
Post-Effective Amendment No. 45 by:
_______________________________
William R. Pearce
<PAGE>
CONTENTS OF THIS
POST-EFFECTIVE AMENDMENT NO. 47
TO REGISTRATION STATEMENT NO. 2-54516
This Post-Effective Amendment contains the following papers and documents:
The facing sheet.
Cross reference sheet.
Part A.
IDS Cash Management Fund prospectus.
Part B.
Statement of Additional Information for IDS Money Market Series, Inc., IDS
Cash Management Fund.
Financial Statements.
Part C.
Other information.
Exhibits.
The signatures.
IDS Money Market Series, Inc.
File No. 2-54516/811-2591
EXHIBIT INDEX
Exhibit 5: Copy of Investment Management Services Agreement
between Registrant and American Express Financial
Corporation, dated March 20, 1995.
Exhibit 6: Copy of Distribution Agreement between Registrant
and American Express Financial Advisors, Inc., dated
March 20, 1995.
Exhibit 8(a): Copy of Custodian Agreement between Registrant and
American Express Trust Company, dated March 20,
1995.
Exhibit 9(b): Copy of Transfer Agency Agreement between Registrant
and American Express Financial Corporation, dated
March 20, 1995.
Exhibit 9(e): Copy of Administrative Services Agreement between
Registrant and American Express Financial
Corporation, dated March 20, 1995.
Exhibit 11: Independent Auditors' Consent
Exhibit 15: Copy of Plan and Agreement of Distribution between
Registrant and American Express Financial Advisors
Inc., dated March 20, 1995.
Exhibit 17: Financial Data Schedule.
Exhibit 19(a): Directors' Power of Attorney to sign Amendment to
this Registration Statement dated January 8, 1997.
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 20th day of March, 1995, by and between
IDS Money Market Series, Inc. (the "Fund"), a Minnesota
corporation, and American Express Financial Corporation, a Delaware
corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Fund hereby retains American Express Financial Corporation, and
American Express Financial Corporation hereby agrees, for the period of this
Agreement and under the terms and conditions hereinafter set forth, to furnish
the Fund continuously with suggested investment planning; to determine,
consistent with the Fund's investment objectives and policies, which securities
in American Express Financial Corporation'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 in connection therewith; to furnish services of whatever nature required in
connection with the management of the Fund as provided under this Agreement; and
to pay such expenses as may be provided for in Part Three; subject always to the
direction and control of the Board of Directors (the "Board"), the Executive
Committee and the authorized officers of the Fund. American Express Financial
Corporation agrees to maintain an adequate organization of competent persons to
provide the services and to perform the functions herein mentioned. American
Express Financial Corporation agrees to meet with any persons at such times as
the Board deems appropriate for the purpose of reviewing American Express
Financial Corporation's performance under this Agreement.
(2) American Express Financial Corporation agrees that the investment
planning and investment decisions will be in accordance with general investment
policies of the Fund as disclosed to American Express Financial Corporation from
time to time by the Fund and as set forth in its prospectuses and registration
statements filed with the United States Securities and Exchange Commission (the
"SEC").
(3) American Express Financial Corporation agrees that it will maintain
all required records, memoranda, instructions or authorizations relating to the
acquisition or disposition of securities for the Fund.
(4) The Fund agrees that it will furnish to American Express Financial
Corporation any information that the latter may reasonably request with respect
to the services performed or to be performed by American Express Financial
Corporation under this Agreement.
(5) American Express Financial Corporation 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 Fund's Board of appropriate policies and
<PAGE>
procedures, and subject to termination at any time by the Board, American
Express Financial Corporation 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 American Express Financial
Corporation 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 overall responsibilities
with respect to the Fund and other funds for which it acts as investment
adviser.
(6) It is understood and agreed that in furnishing the Fund with the
services as herein provided, neither American Express Financial Corporation, nor
any officer, director or agent thereof shall be held liable to the Fund or its
creditors or shareholders for errors of judgment or for anything except willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the terms of this
Agreement. It is further understood and agreed that American Express Financial
Corporation may rely upon information furnished to it reasonably believed to be
accurate and reliable.
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Fund agrees to pay to American Express Financial Corporation,
and American Express Financial Corporation covenants and agrees to accept from
the Fund in full payment for the services furnished, a fee for each calendar day
of each year equal to the total of 1/365th (1/366th in each leap year) of each
of the respective percentages set forth below of the net assets of the Fund; to
be computed 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 Fund recorded on the books of
the Fund for that day.
Assets Annual Rate at
(Billions) Each Asset Level
First $1.0 0.310%
Next $0.5 0.293
Next $0.5 0.275
Next $0.5 0.258
Over $2.5 0.240
(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 Fund to
American Express Financial Corporation within five business days after the last
day of each month.
<PAGE>
Part Three: ALLOCATION OF EXPENSES
(1) The Fund agrees to pay:
(a) Fees payable to American Express Financial Corporation
for its services under the terms of this Agreement.
(b) Taxes.
(c) Brokerage commissions and charges in connection with
the purchase and sale of assets.
(d) Custodian fees and charges.
(e) Fees and charges of its independent certified public
accountants for services the Fund requests.
(f) Premium on the bond required by Rule 17g-1 under the
Investment Company Act of 1940.
(g) Fees and expenses of attorneys (i) it employs in matters not
involving the assertion of a claim by a third party against the Fund, its
directors and officers, (ii) it employs in conjunction with a claim asserted by
the Board against American Express Financial Corporation, except that American
Express Financial Corporation shall reimburse the Fund for such fees and
expenses if it is ultimately determined by a court of competent jurisdiction, or
American Express Financial Corporation agrees, that it is liable in whole or in
part to the Fund, and (iii) it employs to assert a claim against a third party.
(h) Fees paid for the qualification and registration for public sale of
the securities of the Fund under the laws of the United States and of the
several states in which such securities shall be offered for sale.
(i) Fees of consultants employed by the Fund.
(j) Directors, officers and employees expenses which shall include
fees, salaries, memberships, dues, travel, seminars, pension, profit sharing,
and all other benefits paid to or provided for directors, officers and
employees, directors and officers liability insurance, errors and omissions
liability insurance, worker's compensation insurance and other expenses
applicable to the directors, officers and employees, except the Fund will not
pay any fees or expenses of any person who is an officer or employee of American
Express Financial Corporation or its affiliates.
(k) Filing fees and charges incurred by the Fund in connection with
filing any amendment to its articles of incorporation, or incurred in filing any
other document with the State of Minnesota or its political subdivisions.
(l) Organizational expenses of the Fund.
(m) Expenses incurred in connection with lending portfolio
securities of the Fund.
<PAGE>
(n) Expenses properly payable by the Fund, approved by the
Board.
(2) American Express Financial Corporation agrees to pay all expenses
associated with the services it provides under the terms of this Agreement.
Further, American Express Financial Corporation agrees that if, at the end of
any month, the expenses of the Fund under this Agreement and any other agreement
between the Fund and American Express Financial Corporation, but excluding those
expenses set forth in (1)(b) and (1)(c) of this Part Three, exceed the most
restrictive applicable state expenses limitation, the Fund shall not pay those
expenses set forth in (1)(a) and (d) through (n) of this Part Three to the
extent necessary to keep the Fund's expenses from exceeding the limitation, it
being understood that American Express Financial Corporation will assume all
unpaid expenses and bill the Fund for them in subsequent months but in no event
can the accumulation of unpaid expenses or billing be carried past the end of
the Fund's fiscal year.
Part Four: MISCELLANEOUS
(1) American Express Financial Corporation shall be deemed to be an
independent contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act for or represent the Fund.
(2) A "full business day" shall be as defined in the
By-laws.
(3) The Fund recognizes that American Express Financial Corporation now
renders and may continue to render investment advice and other services to other
investment companies and persons which may or may not have investment policies
and investments similar to those of the Fund and that American Express Financial
Corporation manages its own investments and/or those of its subsidiaries.
American Express Financial Corporation shall be free to render such investment
advice and other services and the Fund hereby consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto
shall be invalidated or in any way affected by the fact that directors,
officers, agents and/or shareholders of the Fund are or may be interested in
American Express Financial Corporation or any successor or assignee thereof, as
directors, officers, stockholders or otherwise; that directors, officers,
stockholders or agents of American Express Financial Corporation are or may be
interested in the Fund as directors, officers, shareholders, or otherwise; or
that American Express Financial Corporation or any successor or assignee, is or
may be interested in the Fund as shareholder or otherwise, provided, however,
that neither American Express Financial Corporation, nor any officer, director
or employee thereof or of the Fund, shall sell to or buy from the Fund any
property or security other than shares issued by the Fund, except in accordance
with applicable regulations or orders of the 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
<PAGE>
principal place of business in Minneapolis, Minnesota, or to such other address
as either party may designate in writing mailed to the other.
(6) American Express Financial Corporation agrees that no officer,
director or employee of American Express Financial Corporation will deal for or
on behalf of the Fund with himself as principal or agent, or with any
corporation or partnership in which he may have a financial interest, except
that this shall not prohibit:
(a) Officers, directors or employees of American Express Financial
Corporation from having a financial interest in the Fund or in American Express
Financial Corporation.
(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 American Express Financial Corporation, 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 American
Express Financial Corporation as may be allowed by rule or order of the SEC, and
if made pursuant to procedures adopted by the Fund's Board.
(7) American Express Financial Corporation agrees that, except as
herein otherwise expressly provided or as may be permitted consistent with the
use of a broker-dealer affiliate of American Express Financial Corporation 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.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect until March 19, 1997, or
until a new agreement is approved by a vote of the majority of the outstanding
shares of the Fund and by vote of the Fund's Board, including the vote required
by (b) of this paragraph, and if no new agreement is so approved, this Agreement
shall continue from year to year thereafter unless and until terminated by
either party as hereinafter provided, except that such continuance shall be
specifically approved at least annually (a) by the Board of the Fund or by a
vote of the majority of the outstanding shares of the Fund 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").
<PAGE>
(2) This Agreement may be terminated by either the Fund or American
Express Financial Corporation 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 of the Fund 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.
IDS MONEY MARKET SERIES, INC.
IDS Cash Management Fund
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By /s/ Janis E. Miller
Vice President
DISTRIBUTION AGREEMENT
Agreement made as of the 20th day of March, 1995, by and between IDS Money
Market Series, Inc. (the "Corporation"), a Minnesota corporation, for and on
behalf of each class of its underlying Fund, and American Express Financial
Advisors Inc., a Delaware
corporation.
Part One: DISTRIBUTION OF SECURITIES
(1) The Corporation covenants and agrees that, during the term of this agreement
and any renewal or extension, American Express Financial Advisors shall have the
exclusive right to act as principal underwriter for the Corporation and to offer
for sale and to distribute either directly or through any affiliate any and all
shares of each class of capital stock issued or to be issued by the Corporation.
(2) American Express Financial Advisors hereby covenants and agrees to act as
the principal underwriter of each class of capital shares issued and to be
issued by the Corporation during the period of this agreement and agrees during
such period to offer for sale such shares as long as such shares remain
available for sale, unless American Express Financial Advisors is unable or
unwilling to make such offer for sale or sales or solicitations therefor legally
because of any federal, state, provincial or governmental law, rule or agency or
for any financial reason.
(3) With respect to the offering for sale and sale of shares of each class to be
issued by the Corporation, it is mutually understood and agreed that such shares
are to be sold on the following terms:
(a) All sales shall be made by means of an application, and every
application shall be subject to acceptance or rejection by the Corporation at
its principal place of business. Shares are to be sold for cash, payable at the
time the application and payment for such shares are received at the principal
place of business of the Corporation.
(b) No shares shall be sold at less than the asset value (computed in
the manner provided by the currently effective prospectus or Statement of
Additional Information and the Investment Company Act of 1940, and rules
thereunder). The number of shares or fractional shares to be acquired by each
applicant shall be determined by dividing the amount of each accepted
application by the public offering price of one share of the capital stock of
the appropriate class as of the close of business on the day when the
application, together with payment, is received by the Corporation at its
principal place of business. The computation as to the number of shares and
fractional shares shall be carried to three decimal points of one share with the
computation being carried to the nearest 1/l000th of a share. If the day of
receipt of the application and payment is not a full business day, then the
asset value of the share for use in such computation shall be determined as of
the close of business on the next succeeding full business day. In the event of
a period of emergency, the computation of the asset value for the purpose of
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determining the number of shares or fractional shares to be acquired by the
applicant may be deferred until the close of business on the first full business
day following the termination of the period of emergency. A period of emergency
shall have the definition given thereto in the Investment Company Act of 1940,
and rules thereunder.
(4) The Corporation agrees to make prompt and reasonable effort to do any and
all things necessary, in the opinion of American Express Financial Advisors, to
have and to keep the Corporation and the shares properly registered or qualified
in all appropriate jurisdictions and, as to shares, in such amounts as American
Express Financial Advisors may from time to time designate in order that the
Corporation's shares may be offered or sold in such jurisdictions.
(5) The Corporation agrees that it will furnish American Express Financial
Advisors with information with respect to the affairs and accounts of the
Corporation, and in such form, as American Express Financial Advisors may from
time to time reasonably require and further agrees that American Express
Financial Advisors, at all reasonable times, shall be permitted to inspect the
books and records of the Corporation.
(6) American Express Financial Advisors or its agents may prepare or cause to be
prepared from time to time circulars, sales literature, broadcast material,
publicity data and other advertising material to be used in the sales of shares
issued by the Corporation, including material which may be deemed to be a
prospectus under rules promulgated by the Securities and Exchange Commission
(each separate promotional piece is referred to as an "Item of Soliciting
Material"). At its option, American Express Financial Advisors may submit any
Item of Soliciting Material to the Corporation for its prior approval. Unless a
particular Item of Soliciting Material is approved in writing by the Corporation
prior to its use, American Express Financial Advisors agrees to indemnify the
Corporation and its directors and officers against any and all claims, demands,
liabilities and expenses which the Corporation or such persons may incur arising
out of or based upon the use of any Item of Soliciting Material. The term
"expenses" includes amounts paid in satisfaction of judgments or in settlements.
The foregoing right of indemnification shall be in addition to any other rights
to which the Corporation or any director or officer may be entitled as a matter
of law. Notwithstanding the foregoing, such indemnification shall not be deemed
to abrogate or diminish in any way any right or claim American Express Financial
Advisors may have against the Corporation or its officers or directors in
connection with the Corporation's registration statement, prospectus, Statement
of Additional Information or other information furnished by or caused to be
furnished by the Corporation.
(7) American Express Financial Advisors agrees to submit to the Corporation each
application for shares immediately after the receipt of such application and
payment therefor by American Express Financial Advisors at its principal place
or business.
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(8) American Express Financial Advisors agrees to cause to be delivered to each
person submitting an application a prospectus or circular to be furnished by the
Corporation in the form required by the applicable federal laws or by the acts
or statutes of any applicable state, province or country.
(9) The Corporation shall have the right to extend to shareholders of each class
the right to use the proceeds of any cash dividend paid by the Corporation to
that shareholder to purchase shares of the same class at the net asset value at
the close of business upon the day of purchase, to the extent set forth in the
currently effective prospectus or Statement of Additional Information.
(10) Shares of each class issued by the Corporation may be offered and sold at
their asset value to the shareholders of the same class of other funds in the
IDS MUTUAL FUND GROUP who wish to exchange their investments in shares of the
other funds in the IDS MUTUAL FUND GROUP to investments in shares of the
Corporation, to the extent set forth in the currently effective prospectus or
Statement of Additional Information, such asset value to be computed as of the
close of business on the day of sale of such shares of the Corporation.
(11) American Express Financial Advisors and the Corporation agree to use their
best efforts to conform with all applicable state and federal laws and
regulations relating to any rights or obligations under the term of this
agreement.
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties, American Express
Financial Advisors covenants and agrees that during the period of this agreement
it will pay or cause or be paid all expenses incurred by American Express
Financial Advisors, or any of its affiliates, in the offering for sale or sale
of each class of the Corporation's shares.
Part Three: COMPENSATION
(1) It is covenanted and agreed that American Express Financial
Advisors shall be paid:
(i) for a class of shares imposing a front-end sales charge, by the
purchasers of Corporation shares in an amount equal to the difference between
the total amount received upon each sale of shares issued by the Corporation and
the asset value of such shares at the time of such sale; and
(ii) for a class of shares imposing a deferred sales charge, by owners
of Corporation shares at the time the sales charge is imposed in an amount equal
to any deferred sales charge, as described in the Corporation's prospectus.
Such sums as are received by the Corporation shall be received as Agent for
American Express Financial Advisors and shall be remitted to American Express
Financial Advisors daily as soon as practicable after receipt.
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(2) The asset value of any share of each class of the Corporation shall be
determined in the manner provided by the classes currently effective prospectus
and Statement of Additional Information and the Investment Company Act of 1940,
and rules thereunder.
Part Four: MISCELLANEOUS
(1) American Express Financial Advisors 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) American Express Financial Advisors shall be free to render to others
services similar to those rendered under this agreement.
(3) 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 Corporation are or may be interested in American
Express Financial Advisors as directors, officers, shareholders or otherwise;
that directors, officers, shareholders or agents of American Express Financial
Advisors are or may be interested in the Corporation as directors, officers,
shareholders or otherwise; or that American Express Financial Advisors is or may
be interested in the Corporation as shareholder or otherwise, provided, however,
that neither American Express Financial Advisors nor any officer or director of
American Express Financial Advisors or any officers or directors of the
Corporation shall sell to or buy from the Corporation any property or security
other than a security issued by the Corporation, except in accordance with a
rule, regulation or order of the federal Securities and Exchange Commission.
(4) For the purposes of this agreement, a "business day" shall have the same
meaning as is given to the term in the By-laws of the Corporation.
(5) Any notice under this agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the parties to this agreement at each
company's principal place of business in Minneapolis, Minnesota, or to such
other address as either party may designate in writing mailed to the other.
(6) American Express Financial Advisors agrees that no officer, director or
employee of American Express Financial Advisors 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:
(a) Officers, directors and employees of American Express Financial
Advisors from having a financial interest in the Corporation or in American
Express Financial Advisors.
(b) The purchase of securities for the Corporation, or the sale of
securities owned by the Corporation, through a security broker or dealer, one or
more of whose partners, officers, directors or employees is an officer, director
or employee of American Express Financial Advisors, provided such transactions
are handled in the capacity of broker only and provided commissions
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charged do not exceed customary brokerage charges for such
services.
(c) Transactions with the Corporation by a broker-dealer affiliate of
American Express Financial Advisors if allowed by rule or order of the
Securities and Exchange Commission and if made pursuant to procedures adopted by
the Corporation's Board of Directors.
(7) American Express Financial Advisors agrees that, except as otherwise
provided in this agreement, or as may be permitted consistent with the use of a
broker-dealer affiliate of American Express Financial Advisors under applicable
provisions of the federal securities laws, neither it nor any of its officers,
directors or employees shall at any time during the period of this agreement
make, accept or receive, directly or indirectly, any fees, profits or emoluments
of any character in connection with the purchase or sale of securities (except
securities issued by the Corporation) or other assets by or for the Corporation.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and until terminated
by American Express Financial Advisors or the Corporation, except that such
continuance shall be specifically approved at least annually by a vote of a
majority of the Board of 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, and by a majority of the Board of Directors
or by vote of a majority of the outstanding voting securities of the
Corporation. As used in this paragraph, the term "interested person" shall have
the meaning as set forth in the Investment Company Act of 1940, as amended.
(2) This agreement may be terminated by American Express Financial Advisors or
the Corporation at any time by giving the other party sixty (60) days written
notice of such intention to terminate.
(3) This agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in the
Investment Company Act of 1940, as amended.
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IN WITNESS WHEREOF, The parties hereto have executed the foregoing agreement on
the date and year first above written.
IDS MONEY MARKET SERIES
IDS Cash Management Fund
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By /s/ Janis E. Miller
Vice President
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated March 20, 1995, between IDS Money Market Series,
Inc., a Minnesota Corporation (the "Corporation"), on behalf of its underlying
series 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
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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.
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
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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.
Before making any such payment for the purposes permitted under the terms of
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under these
items (a), (b), (c), (d), (e), (f) or (g) and that in respect to item (g), a
copy of a resolution of the Board 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.
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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;
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(f) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(g) upon conversion of such securities pursuant to their terms
into other securities;
(h) upon exercise of subscription, purchase or other similar rights
represented by such securities; for loans of such securities by the
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 (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.
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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.
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.
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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 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 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.
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.
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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.
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.
<PAGE>
This Agreement shall be governed by the laws of the State of Minnesota.
This Agreement supersedes all prior agreements between the parties.
IDS MONEY MARKET SERIES, INC.
IDS Cash Management Fund, Inc.
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS TRUST COMPANY
By: /s/ Chandrakant A. Patel
Vice President
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of March 20, 1995, between IDS Money Market Series, Inc. (the
"Corporation"), a Minnesota corporation, on behalf of its underlying series
fund, and American Express Financial Corporation (the "Transfer Agent"), a
Delaware
corporation.
In consideration of the mutual promises set forth below, the Corporation and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Corporation hereby appoints the
Transfer Agent, as transfer agent for its shares and as shareholder servicing
agent for the Corporation, and the Transfer Agent accepts such appointment and
agrees to perform the duties set forth below.
2. Compensation. The Corporation will compensate the Transfer Agent
for the performance of its obligations as set forth in Schedule A.
Schedule A does not include out-of-pocket disbursements of the
Transfer Agent for which the Transfer Agent shall be entitled to
bill the Corporation separately.
The Transfer Agent will bill the Corporation monthly. The 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.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in Schedule B. Reimbursement by the Corporation for expenses
incurred by the Transfer Agent in any month shall be made as soon as practicable
after the receipt of an itemized bill from the Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from time to time
by attaching to this Agreement a revised Schedule A, dated and signed by an
officer of each party.
3. Documents. The Corporation will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to
be appropriate or necessary for the proper performance of its
duties.
4. Representations of the Corporation and the Transfer Agent.
(a) The Corporation represents to the Transfer Agent that all outstanding shares
are validly issued, fully paid and non-assessable by the Corporation. When
shares are hereafter issued in accordance with the terms of the Corporation's
Articles of Incorporation and its prospectus, such shares shall be validly
issued, fully paid and non-assessable by the Corporation.
(b) The Transfer Agent represents that it is registered under Section 17A(c) of
the Securities Exchange Act of 1934. The Transfer Agent agrees to maintain the
necessary facilities, equipment and personnel to perform its duties and
obligations under this agreement and to comply with all applicable laws.
<PAGE>
5. Duties of the Transfer Agent. The Transfer Agent shall be
responsible, separately and through its subsidiaries or affiliates,
for the following functions:
(a) Sale of Corporation Shares.
(1) On receipt of an application and payment, wired instructions and payment, or
payment identified as being for the account of a shareholder, the Transfer Agent
will deposit the payment, prepare and present the necessary report to the
Custodian and record the purchase of shares in a timely fashion in accordance
with the terms of the prospectus. All shares shall be held in book entry form
and no certificate shall be issued unless the Corporation is permitted to do so
by the prospectus and the purchaser so requests.
(2) On receipt of notice that payment was dishonored, the Transfer Agent shall
stop redemptions of all shares owned by the purchaser related to that payment,
place a stop payment on any checks that have been issued to redeem shares of the
purchaser and take such other action as it deems appropriate.
(b) Redemption of Corporation Shares. On receipt of instructions to redeem
shares in accordance with the terms of the Corporation's prospectus, the
Transfer Agent will record the redemption of shares of the Corporation, prepare
and present the necessary report to the Custodian and pay the proceeds of the
redemption to the shareholder, an authorized agent or legal representative upon
the receipt of the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Corporation Shares. On receipt of
instructions or forms acceptable to the Transfer Agent to transfer the shares to
the name of a new owner, change the name or address of the present owner or take
other legal action, the Transfer Agent will take such action as is requested.
(d) Exchange of Corporation Shares. On receipt of instructions to exchange the
shares of the Corporation for the shares of another fund in the IDS MUTUAL FUND
GROUP or other American Express Financial Corporation product in accordance with
the terms of the prospectus, the Transfer Agent will process the exchange in the
same manner as a redemption and sale of shares.
(e) Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange
or redeem shares of the Corporation or take any action requested by a
shareholder until it is satisfied that the requested transaction or action is
legally authorized or until it is satisfied there is no basis for any claims
adverse to the transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code. The Corporation shall indemnify the Transfer Agent for
any act done or omitted to be done in reliance on such laws or for refusing to
transfer, exchange or redeem shares or taking any requested action if it acts on
a good faith belief that the transaction or action is illegal or unauthorized.
(f) Shareholder Records, Reports and Services.
<PAGE>
(1) The Transfer Agent shall maintain all shareholder accounts, which shall
contain all required tax, legally imposed and regulatory information; shall
provide shareholders, and file with federal and state agencies, all required tax
and other reports pertaining to shareholder accounts; shall prepare shareholder
mailing lists; shall cause to be printed and mailed all required prospectuses,
annual reports, semiannual reports, statements of additional information (upon
request), proxies and other mailings to shareholders; and shall cause proxies to
be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries related to its
duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in accordance with
all applicable laws, rules and regulations, including, but not limited to, the
records required by Section 31(a) of the Investment Company Act of 1940.
(g) Dividends and Distributions. The Transfer Agent shall prepare and present
the necessary report to the Custodian and shall cause to be prepared and
transmitted the payment of income dividends and capital gains distributions or
cause to be recorded the investment of such dividends and distributions in
additional shares of the Corporation or as directed by instructions or forms
acceptable to the Transfer Agent.
(h) Confirmations and Statements. The Transfer Agent shall confirm each
transaction either at the time of the transaction or through periodic reports as
may be legally permitted.
(i) Lost or Stolen Checks. The Transfer Agent will replace lost or stolen checks
issued to shareholders upon receipt of proper notification and will maintain any
stop payment orders against the lost or stolen checks as it is economically
desirable to do.
(j) Reports to Corporation. The Transfer Agent will provide reports pertaining
to the services provided under this Agreement as the Corporation may request to
ascertain the quality and level of services being provided or as required by
law.
(k) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to
this Agreement.
6. Ownership and Confidentiality of Records. The Transfer Agent agrees that all
records prepared or maintained by it relating to the services to be performed by
it under the terms of this Agreement are the property of the Corporation and may
be inspected by the Corporation or any person retained by the Corporation at
reasonable times. The Corporation and Transfer Agent agree to protect the
confidentiality of those records.
7. Action by Board and Opinion of Corporation's Counsel. The
Transfer Agent may rely on resolutions of the Board of Directors or
the Executive Committee of the Board of Directors and on opinion of
counsel for the Corporation.
<PAGE>
8. Duty of Care. It is understood and agreed that, in furnishing the Corporation
with the services as herein provided, neither the Transfer Agent, nor any
officer, director or agent thereof shall be held liable for any loss arising out
of or in connection with their actions under this Agreement so long as they act
in good faith and with due diligence, and are not negligent or guilty of any
willful misconduct. It is further understood and agreed that the Transfer Agent
may rely upon information furnished to it reasonably believed to be accurate and
reliable. In the event the Transfer Agent is unable to perform its obligations
under the terms of this Agreement because of an act of God, strike or equipment
or transmission failure reasonably beyond its control, the Transfer Agent shall
not be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the date first
set forth above (the "Effective Date") and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided that either party
may terminate this Agreement by giving the other party notice in writing
specifying the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice is given by
the Corporation, it shall be accompanied by a vote of the Board of Directors,
certified by the Secretary, electing to terminate this Agreement and designating
a successor transfer agent or transfer agents. Upon such termination and at the
expense of the Corporation, the Transfer Agent will deliver to such successor a
certified list of shareholders of the Corporation (with name, address and
taxpayer identification or Social Security number), a historical record of the
account of each shareholder and the status thereof, and all other relevant
books, records, correspondence, and other data established or maintained by the
Transfer Agent under this Agreement in the form reasonably acceptable to the
Corporation, and will cooperate in the transfer of such duties and
responsibilities, including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by such
successor or successors.
10. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
11. Subcontracting. The Corporation agrees that the Transfer Agent may
subcontract for certain of the services described under this Agreement with the
understanding that there shall be no diminution in the quality or level of the
services and that the Transfer Agent remains fully responsible for the services.
Except for out-of-pocket expenses identified in Schedule B, the Transfer Agent
shall bear the cost of subcontracting such services, unless otherwise agreed by
the parties.
12. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
IDS MONEY MARKET SERIES, INC.
IDS Cash Management Fund
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Janis E. Miller
Vice President
<PAGE>
Schedule A
IDS MONEY MARKET SERIES, INC.
TRANSFER AGENT FEE
Effective the 20th day of March, 1995, the Annual Per Account Fee
accrued daily and payable monthly is revised as follows:
CLASS FEE
A $ 20
B 21
Y 20
<PAGE>
Schedule B
OUT-OF-POCKET EXPENSES
The Corporation shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return
postage for proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend checks,
records of account, purchase confirmations, exchange confirmations and
exchange prospectuses, redemption confirmations, redemption checks,
confirmations on changes of address and any other communication required to be
sent to shareholders
o typesetting, printing, paper, envelopes and postage for prospectuses, annual
and semiannual reports, statements of additional information, supplements for
prospectuses and statements of additional information and other required
mailings to shareholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the
Corporation
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 20th day of March, 1995, by and between IDS Money Market
Series, Inc. (the "Corporation"), a Minnesota corporation, on behalf of its
underlying fund, 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:
<PAGE>
Assets Annual Rate At
(Billions) Each Asset Level
---------- ----------------
First $1 0.030%
Next 0.50 0.027
Next 0.50 0.025
Next 0.50 0.022
Over $2.5 0.020
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.
<PAGE>
(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 IDS MUTUAL FUND GROUP 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.
<PAGE>
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.
<PAGE>
(8) This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party. This Agreement shall be governed by the laws of the State of Minnesota.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall become effective on the date first set forth above (the
"Effective Date") and shall continue in effect from year to year thereafter as
the parties may mutually agree; provided that either party may terminate this
Agreement by giving the other party notice in writing specifying the date of
such termination, which shall be not less than 60 days after the date of receipt
of such notice.
(2) This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
IDS MONEY MARKET SERIES, INC.
IDS Cash Management Fund
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Janis E. Miller
Vice President
Independent auditors' consent
The board and shareholders
IDS Money Market Series, Inc.
We consent to the use of our report incorporated herein by reference and to the
references to our Firm under the headings "Financial highlights" in Part A and
"INDEPENDENT AUDITORS" in Part B of the Registration Statement.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
September 26, 1997
Plan and Agreement of Distribution
This plan and agreement is between IDS Money Market Series, Inc. (the
"Corporation") on behalf of its underlying fund and American Express Financial
Advisors Inc., the principal underwriter of the Corporation, for distribution
services to the Corporation. It is effective on the first day the Corporation
offers multiple classes of shares.
The plan and agreement has been approved by members of the Board of Directors
(the "Board") of the Corporation who are not interested persons of the
Corporation and have no direct or indirect financial interest in the operation
of the plan or any related agreement, and all of the members of the Board, in
person, at a meeting called for the purpose of voting on the plan and agreement.
The plan and agreement provides that:
1. The Corporation will reimburse American Express Financial Advisors for all
sales and promotional expenses attributable to the sale of Class B shares,
including sales commissions, business and employee expenses charged to
distribution of Class B shares, and corporate overhead appropriately allocated
to the sale of Class B shares.
2. The amount of the reimbursement shall be equal on an annual basis to 0.75% of
the average daily net assets of the Corporation attributable to Class B shares.
The amount so determined shall be paid to American Express Financial Advisors in
cash within five (5) business days after the last day of each month. American
Express Financial Advisors agrees that if, at the end of any month, the expenses
of the Corporation, including fees under this agreement and any other agreement
between the Corporation and American Express Financial Advisors or American
Express Financial Corporation, but excluding taxes, brokerage commissions and
charges in connection with the purchase and sale of assets exceed the most
restrictive applicable state expense limitation for the Corporation's current
fiscal year, the Corporation shall not pay fees and expenses under this
agreement to the extent necessary to keep the Corporation's expenses from
exceeding the limitation, it being understood that American Express Financial
Advisors 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.
3. For each purchase of Class B shares, after eight years the Class B shares
will be converted to Class A shares and those assets will no longer be included
in determining the reimbursement amount.
4. The Corporation understands that if a shareholder redeems Class B shares
before they are converted to Class A shares, American Express Financial Advisors
will impose a sales charge directly on the redemption proceeds to cover those
expenses it has previously incurred on the sale of those shares.
<PAGE>
5. American Express Financial Advisors agrees to provide at least quarterly an
analysis of distribution expenses and to meet with representatives of the
Corporation as reasonably requested to provide additional information.
6. The plan and agreement shall continue in effect for a period of more than one
year provided it is reapproved at least annually in the same manner in which it
was initially approved.
7. The plan and agreement may not be amended to increase materially the amount
that may be paid by the Corporation without the approval of a least a majority
of the outstanding shares of Class B. Any other amendment must be approved in
the manner in which the plan and agreement was initially approved.
8. This agreement may be terminated at any time without payment of any penalty
by a vote of a majority of the members of the Board who are not interested
persons of the Corporation and have no financial interest in the operation of
the plan and agreement, or by vote of a majority of the outstanding Class B
shares, or by American Express Financial Advisors. The plan and agreement will
terminate automatically in the event of its assignment as that term is defined
in the Investment Company Act of 1940.
Approved this 20th day of March, 1995.
IDS MONEY MARKET SERIES, INC.
IDS Cash Management Fund
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
/s/ Janis E. Miller
Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> IDS CASH MANAGEMENT FUND CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 3,270,490,798
<INVESTMENTS-AT-VALUE> 3,270,490,798
<RECEIVABLES> 2,830,731
<ASSETS-OTHER> 32,486,142
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,305,807,671
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,169,061
<TOTAL-LIABILITIES> 3,169,061
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,302,664,635
<SHARES-COMMON-STOCK> 3,093,914,370
<SHARES-COMMON-PRIOR> 2,335,437,412
<ACCUMULATED-NII-CURRENT> 975
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (27,000)
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,093,957,865
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 163,490,707
<OTHER-INCOME> 0
<EXPENSES-NET> 17,707,681
<NET-INVESTMENT-INCOME> 145,783,026
<REALIZED-GAINS-CURRENT> 361
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 145,783,387
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 133,616,882
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,587,486,301
<NUMBER-OF-SHARES-REDEEMED> 8,958,744,870
<SHARES-REINVESTED> 129,747,271
<NET-CHANGE-IN-ASSETS> 637,425,244
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (4,105)
<OVERDIST-NET-GAINS-PRIOR> (27,361)
<GROSS-ADVISORY-FEES> 8,354,016
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18,936,969
<AVERAGE-NET-ASSETS> 2,692,336,824
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 002
<NAME> IDS CASH MANAGEMENT FUND CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 3,270,490,798
<INVESTMENTS-AT-VALUE> 3,270,490,798
<RECEIVABLES> 2,830,731
<ASSETS-OTHER> 32,486,142
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,305,807,671
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,169,061
<TOTAL-LIABILITIES> 3,169,061
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,302,664,635
<SHARES-COMMON-STOCK> 146,809,834
<SHARES-COMMON-PRIOR> 273,186,813
<ACCUMULATED-NII-CURRENT> 975
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (27,000)
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 146,752,814
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 163,490,707
<OTHER-INCOME> 0
<EXPENSES-NET> 17,707,681
<NET-INVESTMENT-INCOME> 145,783,026
<REALIZED-GAINS-CURRENT> 361
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 145,783,387
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,786,661
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 263,976,722
<NUMBER-OF-SHARES-REDEEMED> 399,060,300
<SHARES-REINVESTED> 8,706,594
<NET-CHANGE-IN-ASSETS> 637,425,244
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (4,105)
<OVERDIST-NET-GAINS-PRIOR> (27,361)
<GROSS-ADVISORY-FEES> 8,354,016
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18,936,969
<AVERAGE-NET-ASSETS> 211,834,134
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> 1.34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 003
<NAME> IDS CASH MANAGEMENT FUND CLASS Y
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 3,270,490,798
<INVESTMENTS-AT-VALUE> 3,270,490,798
<RECEIVABLES> 2,830,731
<ASSETS-OTHER> 32,486,142
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,305,807,671
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,169,061
<TOTAL-LIABILITIES> 3,169,061
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,302,664,635
<SHARES-COMMON-STOCK> 61,993,894
<SHARES-COMMON-PRIOR> 56,685,808
<ACCUMULATED-NII-CURRENT> 975
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (27,000)
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 61,971,426
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 163,490,707
<OTHER-INCOME> 0
<EXPENSES-NET> 17,707,681
<NET-INVESTMENT-INCOME> 145,783,026
<REALIZED-GAINS-CURRENT> 361
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 145,783,387
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,374,403
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 126,673,627
<NUMBER-OF-SHARES-REDEEMED> 124,384,459
<SHARES-REINVESTED> 3,018,917
<NET-CHANGE-IN-ASSETS> 637,425,244
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (4,105)
<OVERDIST-NET-GAINS-PRIOR> (27,361)
<GROSS-ADVISORY-FEES> 8,354,016
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18,936,969
<AVERAGE-NET-ASSETS> 67,967,717
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> 0.58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
DIRECTORS/TRUSTEES POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as directors and trustees of the below listed
open-end, diversified investment companies that previously have filed
registration statements and amendments thereto pursuant to the requirements of
the Securities Act of 1933 and the Investment Company Act of 1940 with the
Securities and Exchange Commission:
1933 Act 1940 Act
Reg. Number Reg. Number
IDS Bond Fund, Inc. 2-51586 811-2503
IDS California Tax-Exempt Trust 33-5103 811-4646
IDS Discovery Fund, Inc. 2-72174 811-3178
IDS Equity Select Fund, Inc. 2-13188 811-772
IDS Extra Income Fund, Inc. 2-86637 811-3848
IDS Federal Income Fund, Inc. 2-96512 811-4260
IDS Global Series, Inc. 33-25824 811-5696
IDS Growth Fund, Inc. 2-38355 811-2111
IDS High Yield Tax-Exempt Fund, Inc. 2-63552 811-2901
IDS International Fund, Inc. 2-92309 811-4075
IDS Investment Series, Inc. 2-11328 811-54
IDS Managed Retirement Fund, Inc. 2-93801 811-4133
IDS Market Advantage Series, Inc. 33-30770 811-5897
IDS Money Market Series, Inc. 2-54516 811-2591
IDS New Dimensions Fund, Inc. 2-28529 811-1629
IDS Precious Metals Fund, Inc. 2-93745 811-4132
IDS Progressive Fund, Inc. 2-30059 811-1714
IDS Selective Fund, Inc. 2-10700 811-499
IDS Special Tax-Exempt Series Trust 33-5102 811-4647
IDS Stock Fund, Inc. 2-11358 811-498
IDS Strategy Fund, Inc. 2-89288 811-3956
IDS Tax-Exempt Bond Fund, Inc. 2-57328 811-2686
IDS Tax-Free Money Fund, Inc. 2-66868 811-3003
IDS Utilities Income Fund, Inc. 33-20872 811-5522
hereby constitutes and appoints William R. Pearce and Leslie L. Ogg or either
one of them, as her or his attorney-in-fact and agent, to sign for her or him in
her or his name, place and stead any and all further amendments to said
registration statements filed pursuant to said Acts and any rules and
regulations thereunder, and to file such amendments with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, granting to either of them the full power and authority to do and
perform each and every act required and necessary to be done in connection
therewith.
<PAGE>
Dated the 8th day of January, 1997.
/s/ H. Brewster Atwater, Jr. /s/ Melvin R. Laird
H. Brewster Atwater, Jr. Melvin R. Laird
/s/ Lynne V. Cheney /s/ William R. Pearce
Lynne V. Cheney William R. Pearce
/s/ William H. Dudley /s/ Alan K. Simpson
William H. Dudley Alan K. Simpson
/s/ Robert F. Froehlke /s/ Edson W. Spencer
Robert F. Froehlke Edson W. Spencer
/s/ David R. Hubers /s/ John R. Thomas
David R. Hubers John R. Thomas
/s/ Heinz F. Hutter /s/ Wheelock Whitney
Heinz F. Hutter Wheelock Whitney
/s/ Anne P. Jones /s/ C. Angus Wurtele
Anne P. Jones C. Angus Wurtele
