SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No.
[ ]
Post-Effective Amendment No. 1 (File No. 333-32324) [X]
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AXP GROWTH SERIES, INC.
IDS Tower 10
Minneapolis, MN 55440-0010
Leslie L. Ogg
901 S. Marquette Avenue, Suite 2810
Minneapolis, MN 55402-3268
(612) 330-9283
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Part A is incorporated by reference to Registrant's Pre-Effective Amendment No.
1 to Registration Statement No. 333-32324 filed on or about April 17, 2000.
Part B is incorporated by reference to Registrant's Pre-Effective Amendment No.
1 to Registration Statement No. 333-32324 filed on or about April 17, 2000.
<PAGE>
PART C. OTHER INFORMATION
Item 15. 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.
Item 16. Exhibits.
(1) Articles of Incorporation, as amended November 10, 1988, filed as
Exhibit 1 to Post-Effective Amendment No. 38 to Registration Statement
No. 2-38355, are incorporated by reference.
(2) By-laws, as amended January 12, 1989, filed as Exhibit 2 to
Post-Effective Amendment No. 38 to Registration Statement No. 2-38355,
are incorporated by reference.
(3) Voting Trust Agreement: Not Applicable.
(4) Form of Agreement and Plan of Reorganization, dated March 10, 2000,
filed electronically as Exhibit 1 to Part A of Registrant's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-32324,
filed on or about April 17, 2000, is incorporated by reference.
(5) Stock certificate, filed as Exhibit No. 3 to Registrant's Amendment No.
1 to Registration Statement No. 2-38355, dated Feb. 2, 1971, is
incorporated by reference.
(6)(a) Investment Management and Services Agreement between Registrant and
American Express Financial Corporation, dated March 20, 1995, filed
electronically as Exhibit 5 to Registrant's Post-Effective Amendment
No. 54 to Registration Statement No. 2-38355, is incorporated by
reference. The Agreement was assumed by the Portfolio when IDS Growth
Fund adopted the master/feeder structure.
(6)(b) Investment Management Services Agreement between Growth Trust, on
behalf of Aggressive Growth Portfolio, and American Express Financial
Corporation, dated July 1, 1999, filed as Exhibit(d)(2) to Registrant's
Post-Effective Amendment No. 63 to Registration Statement No. 2-38355,
is incorporated by reference.
(7)(a) Distribution Agreement between Registrant and American Express
Financial Advisors Inc., dated March 20, 1995, filed electronically as
Exhibit 6 to Registrant's Post-Effective Amendment No. 54 to
Registration Statement No. 2-38355, is incorporated by reference.
<PAGE>
(7)(b) Distribution Agreement between Registrant, on behalf of the IDS
Research Opportunities Fund and American Express Financial Advisors
Inc., dated August 19, 1996, filed electronically as Exhibit 6 to
Registrant's Post-Effective Amendment No. 58 to Registration Statement
No. 2-38355, is incorporated by reference.
(8) 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.
(9)(a) Custodian Agreement between Registrant and American Express Trust
Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to
Registrant's Post-Effective Amendment No. 54 to Registration Statement
No. 2-38355, is incorporated by reference.
(9)(b) Addendum to the Custodian Agreement, dated March 20, 1995, between IDS
Growth Fund, Inc. and American Express Trust Company executed on
May 13, 1996, filed electronically as Exhibit 8(c) to Registrant's
Post-Effective Amendment No. 60 to Registration Statement No. 2-38355,
is incorporated by reference.
(9)(c) Custodian Agreement between Registrant, on behalf of IDS Research
Opportunities Fund, and American Express Trust Company, dated
August 19, 1996, filed electronically as Exhibit No. 8 to
Post-Effective Amendment No. 58 to Registration Statement No. 2-38355,
is incorporated by reference.
(9)(d) Addendum to the Custodian Agreement, dated August 19, 1996, between
Registrant, on behalf of IDS Research Opportunities Fund, and American
Express Trust Company, filed electronically as Exhibit 8(c) to
Registrant's Post-Effective Amendment No. 61 to Registration Statement
No. 2-38355, is incorporated by reference.
(9)(e) Custodian Agreement dated May 13, 1999 between American Express Trust
Company and The Bank of New York is incorporated by reference to
Exhibit (g)(3) to IDS Precious Metals Fund, Inc. Post-Effective
Amendment No. 33, File No. 2-93745 filed on or about May 24, 1999.
(9)(f) Custodian Agreement Amendment between IDS International Fund, Inc. and
American Express Trust Company, dated October 9, 1997, filed
electronically on or about December 23, 1997 as Exhibit 8(c) to IDS
International Fund, Inc.'s Post-Effective Amendment No. 26 to
Registration Statement No. 2-92309, is incorporated by reference.
Registrant's Custodian Agreement Amendment differs from the one
incorporated by reference only by the fact that Registrant is one
executing party.
(10)(a) Plan and Agreement of Distribution dated July 1, 1999 between
Registrant on behalf of its underlying series funds and American
Express Financial Advisors Inc., is incorporated by reference to
Exhibit (m) to AXP Discovery Fund, Inc. Post-Effective Amendment No.
36, file No.2-72174 filed on or about July 30, 1999.
(10)(b) Rule 18f-3 Plan dated April 1999 is incorporated by reference to
Exhibit (o) to IDS Precious Metals Fund, Inc. Post-Effective Amendment
No. 33, File No. 2-93745 filed on or about May 24, 1999.
(11) Opinion and consent of counsel as to the legality of the securities
being registered is incorporated by reference to Exhibit (11) to
Registration Statement No. 333-32324 filed on or about March 13, 2000.
(12) Tax Opinion is filed electronically herewith.
(13)(a) Administrative Services Agreement between Registrant and American
Express Financial Corporation, dated March 20, 1995, filed
electronically as Exhibit 9(e) to Registrant's Post-Effective Amendment
No. 54 to Registration Statement No. 2-38355, is incorporated
by reference.
(13)(b) Administrative Services Agreement between Registrant, on behalf of IDS
Research Opportunities Fund, and American Express Financial
Corporation, dated August 19, 1996, filed electronically as Exhibit
No. 9(e) to Post-Effective Amendment No. 58 to Registration Statement
No. 2-38355, is incorporated by reference.
(13)(c) Agreement and Declaration of Unitholders between IDS Growth Fund, Inc.
and Strategist Growth Fund, Inc., dated May 13, 1996, filed
electronically as Exhibit 9(f) to Post-Effective Amendment No. 61 to
Registration Statement No. 2-38355, is incorporated by reference.
(13)(d) License Agreement between Registrant and IDS Financial Corporation,
dated January 25, 1988, filed as Exhibit 9(c) to Post-Effective
Amendment No. 38 to Registration Statement No. 2-38355, is incorporated
by reference.
<PAGE>
(13)(e) License Agreement between Registrant, on behalf of IDS Research
Opportunities Fund, and American Express Financial Corporation, dated
August 19, 1996, filed electronically as Exhibit No. 9(c) to
Post-Effective Amendment No. 58 to Registration Statement No. 2-38355,
is incorporated by reference.
(13)(f) License Agreement, dated June 17, 1999, between the American Express
Funds and American Express Company, filed electronically on or about
September 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc.'s
Post-Effective Amendment No. 98 to Registration Statement No. 2-11358,
is incorporated by reference.
(13)(g) Agreement of Merger, dated April 10, 1986, filed as Exhibit No. 9 to
Post-Effective Amendment No. 33 to Registration Statement No. 2-38355,
is incorporated by reference.
(13)(h) Class Y Shareholder Service Agreement between IDS Precious Metals
Fund, Inc. and American Express Financial Advisors Inc., dated May 9,
1997, filed electronically on or about May 27, 1997, as Exhibit 9(e)
to IDS Precious Metals Fund, Inc.s' Amendment No. 30 to Registration
Statement No. 2-93745, is incorporated by reference. Registrant's
Class Y Shareholder Service Agreement differs from the one
incorporated by reference only by the fact that Registrant is one
executing party.
(13)(i) Transfer Agency Agreement between Registrant and American Express
Client Service Corporation, dated Feb. 1, 1999, filed as Exhibit (d)(2)
to Registrant's Post-Effective Amendment No. 63 to Registration
Statement No. 2-38355, is incorporated by reference.
(14) Independent Auditors' Consent is incorporated by reference to Exhibit
(14) to Pre-Effective Amendment No. 1 to Registration Statement No.
333-32324 filed on or about April 17, 2000.
(15) Omitted Financial Statements: Not Applicable.
(16)(a) Directors' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000, is incorporated by reference to
Exhibit (16)(a) to Registration Statement No. 333-32324 filed on or
about March 13, 2000.
(16)(b) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000, is incorporated by reference to
Exhibit (16)(b) to Registration Statement No. 333-32324 filed on or
about March 13, 2000.
(16)(c) Trustee's Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000, is incorporated by reference to
Exhibit (16)(c) to Registration Statement No. 333-32324 filed on or
about March 13, 2000.
(16)(d) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000, is incorporated by reference to
Exhibit (16)(d) to Registration Statement No. 333-32324 filed on or
about March 13, 2000.
(17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed
electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP
Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to
Registration Statement No. 33-30770, is incorporated by reference.
(17)(b) Code of Ethics adopted under Rule 17j-1 for Registrant's investment
advisor and principal underwriter filed electronically on or about
March 30, 2000 as Exhibit (p)(2) to AXP Market Advantage Series,
Inc.'s Post-Effective Amendment No. 24 to Registration Statement No.
33-30770, is incorporated by reference.
Item 17. Undertakings
None.
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SIGNATURES
As required by the Securities Act of 1933, the Registrant, AXP Growth Series,
Inc., certifies that it meets all of the requirements for effectiveness of this
Amendment to the Registration Statement under Rule 485(b) under the Securities
Act and had duly caused this Amendment to the 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 31st day of July, 2000.
AXP GROWTH SERIES, INC.
By /s/ Arne H. Carlson **
Arne H. Carlson, Chief Executive officer
By /s/ John M. Knight
John M. Knight, Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 31st day of July, 2000.
Signature Capacity
_______________________ Director
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ David R. Hubers* Director
David R. Hubers
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ William R. Pearce* Director
William R. Pearce
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ John R. Thomas* Director
John R. Thomas
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney, dated January 13, 2000, filed
electronically as Exhibit (16)(a) to Registration Statement No. 333-32324, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney, dated January 13, 2000, filed
electronically as Exhibit (16)(b) to Registration Statement No. 333-32324, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, GROWTH TRUST consents to the filing
of this Amendment to the Registration Statement signed on behalf of the
Registrant, in the City of Minneapolis and State of Minnesota on the 31st day of
July, 2000.
GROWTH TRUST
By /s/ Arne H. Carlson****
Arne H. Carlson
Chief Executive Officer
By /s/ John M. Knight
John M. Knight
Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 31st day of July, 2000.
Signature Capacity
___________________________ Trustee
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.*** Trustee
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson*** Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney*** Trustee
Lynne V. Cheney
/s/ David R. Hubers*** Trustee
David R. Hubers
/s/ Heinz F. Hutter*** Trustee
Heinz F. Hutter
/s/ Anne P. Jones*** Trustee
Anne P. Jones
/s/ William R. Pearce*** Trustee
William R. Pearce
/s/ Alan K. Simpson*** Trustee
Alan K. Simpson
/s/ John R. Thomas*** Trustee
John R. Thomas
/s/ C. Angus Wurtele*** Trustee
C. Angus Wurtele
***Signed pursuant to Trustees' Power of Attorney, dated January 13, 2000, filed
electronically as Exhibit (16)(c) to Registration Statement No. 333-32324, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
****Signed pursuant to Officers' Power of Attorney, dated January 13, 2000,
filed electronically as Exhibit (16)(d) to Registration Statement No. 333-32324,
by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS AMENDMENT TO THE REGISTRATION STATEMENT
This Amendment to the Registration Statement comprises the following papers and
documents:
The facing sheet.
Part A.
The prospectus.
Part B.
The Statement of Additional Information.
Part C.
Other information.
Exhibits.
Undertakings.
The Signatures.
