AXP INVESTMENT SERIES INC, 485BPOS, 1999-11-24

AXP INVESTMENT SERIES INC
485BPOS, 1999-11-24

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<PAGE>

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. 101 (File No. 2-11328)

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 45 (File No. 811-54)

AXP INVESTMENT SERIES, INC. formerly known as:
IDS INVESTMENT 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 Nov. 29, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
[ ] This Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.

Growth and Income Trust has also executed this Amendment to the Registration
Statement.

<PAGE>

AXPSM Diversified Equity Income Fund

PROSPECTUS

Nov. 29, 1999

AXP Diversified Equity Income Fund seeks to provide shareholders with a high
level of current income and, as a secondary goal, steady growth of capital.

Please note that this Fund:

o is not a bank deposit

o is not federally insured

o is not endorsed by any bank or government agency

o is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund 3p

Goal 3p

Investment Strategy 3p

Risks 5p

Past Performance 6p

Fees and Expenses 8p

Management 9p

Buying and Selling Shares 10p

Valuing Fund Shares 10p

Investment Options 10p

Purchasing Shares 12p

Sales Charges 15p

Exchanging/Selling Shares 19p

Distributions and Taxes 24p

Personalized Shareholder Information 25p

Master/Feeder Structure 26p

About the Company 27p

Quick Telephone Reference 29p

Financial Highlights 30p

<PAGE>

FUND INFORMATION KEY

Goal and Investment Strategy

The Fund's particular investment goal and the strategies it intends to use in
pursuing its goal.

Risks

The major risk factors associated with the Fund.

Fees and Expenses

The overall costs incurred by an investor in the Fund, including sales charges
and annual expenses.

Management

The individual or group designated by the investment manager to handle the
Fund's day-to-day management.

Master/Feeder Structure

Describes the Fund's investment structure.

Financial Highlights

Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL

AXP Diversified Equity Income Fund (the Fund) seeks to provide shareholders with
a high level of current income and, as a secondary goal, steady growth of
capital. Because any investment involves risk, achieving these goals cannot be
guaranteed.

The Fund seeks to achieve its goals by investing all of its assets in a master
portfolio rather than by directly investing in and managing its own portfolio of
securities. The master portfolio has the same goal and investment policies as
the Fund.

INVESTMENT STRATEGY

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

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

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

o Identifying companies with moderate growth potential based on:

-- effective management (considering overall performance), and

-- financial strength.

o Identifying companies with dividend-paying stocks.

o Determining specific industry weightings within the following sectors:

-- Consumer cyclical -- Energy

-- Consumer stable -- Technology

-- Financial -- Industrial

<PAGE>

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

-- current and projected earnings,

-- current and projected dividends, and

-- historic price levels.

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

-- the security is overvalued,

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

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

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

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

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

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

<PAGE>

RISKS

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

Market Risk

Sector/Concentration Risk

Inflation Risk

Market Risk

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

Sector/Concentration Risk

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

Inflation Risk

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

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PAST PERFORMANCE

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

o how the Fund's performance has varied for each full calendar year that the
Fund has existed, and

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

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

Class A Performance (based on calendar years)

+25.89%
+24.48%
+23.76%

+20.30%
+18.73%

+14.60%

+11.58%

-2.13%

1991 1992 1993 1994 1995 1996 1997 1998

During the period shown in the bar chart, the highest return for a calendar
quarter was +15.34% (quarter ending December 1998) and the lowest return for a
calendar quarter was -10.63% (quarter ending September 1998).

The 5% sales charge applicable to Class A shares of the Fund is not reflected in
the bar chart; if reflected, returns would be lower than those shown. The
performance of Class B and Class Y may vary from that shown above because of
differences in sales charges and fees.

The Fund's year to date return as of Sept. 30, 1999 was +1.59%.

<PAGE>

Average Annual Total Returns (as of Dec. 31, 1998)

1 year 5 years Since inception Since inception
<S> <C> <C> <C> <C>
Diversified Equity Income:

Class A +6.00% +12.90% +16.54%a --%

Class B +6.78% --% --% +17.09%b

Class Y +11.66% --% --% +18.62%b

S&P 500 Index +28.57% +24.01% +22.11%c +27.45%d

Lipper Equity Income Fund Index +11.78% +16.61% +17.40%c +19.90%d

</TABLE>

a Inception date was Oct. 15, 1990.
b Inception date was March 20, 1995.
c Measurement period started Nov. 1, 1990.
d Measurement period started April 1, 1995.

This table shows total returns from hypothetical investments in Class A, Class B
and Class Y shares of the Fund. These returns are compared to the indexes shown
for the same periods. The performance of Classes A, B and Y vary because of
differences in sales charges and fees. Past performance for Class Y for the
periods prior to March 20, 1995 may be calculated based on the performance of
Class A, adjusted to reflect differences in sales charges, although not for
other differences in expenses.

For purposes of this calculation we assumed:

o a sales charge of 5% for Class A shares,

o sales at the end of the period and deduction of the applicable contingent
deferred sales charge (CDSC) for Class B shares,

o no sales charge for Class Y shares, and

o no adjustments for taxes paid by an investor on the reinvested income and
capital gains.

Standard & Poor's 500 Index (S&P 500 Index), an unmanaged list of common stocks,
is frequently used as a general measure of market performance. The index
reflects reinvestment of all distributions and changes in market prices, but
excludes brokerage commissions or other fees. However, the S&P 500 companies may
be generally larger than those in which the Fund invests.

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

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FEES AND EXPENSES

Fund investors pay various expenses. The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund.
<TABLE>
<CAPTION>

Shareholder Fees (fees paid directly from your investment)

Class A Class B Class Y
<S> <C> <C> <C>
Maximum sales charge (load)
imposed on purchasesa (as a percentage of offering price) 5% none none

Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase) none 5% none

</TABLE>

Annual Fund operating expensesb (expenses that are deducted from Fund assets)

As a percentage of average daily net assets: Class A Class B Class Y
<S> <C> <C> <C>
Management feesc 0.49% 0.49% 0.49%

Distribution (12b-1) fees 0.25% 1.00% 0.00%

Other expensesc 0.22% 0.24% 0.30%

Total 0.96% 1.73% 0.79%

</TABLE>

a This charge may be reduced depending on your total investments in American
Express funds. See "Sales Charges."
b Both in this table and the following example, fund operating expenses include
expenses charged by both the Fund and its Master Portfolio as described
under "Management." Expenses for Class A, Class B and Class Y are based
on actual expenses for the last fiscal year, restated to reflect current fees.
c Other expenses include an administrative services fee, a shareholder services
fee for Class Y, a transfer agency fee and other nonadvisory expenses.

<PAGE>

Example

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

Assume you invest $10,000 and the Fund earns a 5% annual return. The operating
expenses remain the same each year. If you hold your shares until the end of the
years shown, your costs would be:

1 year 3 years 5 years 10 years

Class Aa $593 $791 $1,005 $1,623

Class Bb $676 $945 $1,140 $1,841d

Class Bc $176 $545 $940 $1,841d

Class Y $81 $253 $440 $982

a Includes a 5% sales charge.
b Assumes you sold your Class B shares at the end of the period and incurred the
applicable CDSC.
c Assumes you did not sell your Class B shares at the end of the period.
d Based on conversion of Class B shares to Class A shares in the ninth year of
ownership.

This example does not represent actual expenses, past or future. Actual expenses
may be higher or lower than those shown.

MANAGEMENT

The Fund's assets are invested in Equity Income Portfolio (the Portfolio), which
is managed by AEFC. Kurt Winters, senior portfolio manager, joined AEFC in 1987.
He has managed the assets of the Portfolio since December 1997. Kurt is
responsible for overall investment management, including the determination of
the sectors in which the Portfolio will invest. A team of research professionals
makes investment decisions within those sectors. From 1992 to 1995, he managed
IDS Life Series Fund, Managed Portfolio. He was appointed to manage AXP
Discovery Fund in 1995. He also provides overall portfolio management for AXP
Equity Value Fund, AXP Progressive Fund, Balanced Portfolio, AXP Variable
Portfolio -- Diversified Equity Income Fund and IDS Life Series Fund, Equity
Income Portfolio.

<PAGE>

Buying and Selling Shares

VALUING FUND SHARES

The public offering price for Class A is the net asset value (NAV) adjusted for
the sales charge. For Class B and Class Y, it is the NAV.

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

Fund shares may be purchased through various third-party organizations,
including 401(k) plans, banks, brokers and investment advisers. Where authorized
by the Fund, orders will be priced at the NAV next computed after receipt by the
organization or their selected agent.

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

INVESTMENT OPTIONS

1. Class A shares are sold to the public with a sales charge at the time of
purchase and an annual distribution (12b-1) fee.

2. Class B shares are sold to the public with a CDSC and an annual distribution
(12b-1) fee.

3. Class Y shares are sold to qualifying institutional investors without a sales
charge or distribution fee. Please see the SAI for information on eligibility
to purchase Class Y shares.

<PAGE>

Investment options summary:

Class A Maximum sales charge of 5%

Initial sales charge waived or reduced for certain purchases

Annual distribution fee of 0.25% of average daily net assets*

Lower annual expenses than Class B shares

Class B No initial sales charge

CDSC on shares sold in the first six years (maximum of 5%
in first year, reduced to 0% after year six)

CDSC waived in certain circumstances

Shares convert to Class A in ninth year of ownership

Annual distribution fee of 1.00% of average daily net
assets*

Higher annual expenses than Class A shares

Class Y No initial sales charge

No annual distribution fee

Service fee of 0.10% of average daily net assets

Available only to certain qualifying institutional
investors

*The Fund has adopted a plan under Rule 12b-1 of the Investment Company Act of
1940 that allows it to pay distribution and servicing-related fees for the sale
of Class A and Class B shares. Because these fees are paid out of the Fund's
assets on an on-going basis, the fees may cost long-term shareholders more than
paying other types of sales charges imposed by some mutual funds.

Should you purchase Class A or Class B shares?

If your investments in American Express funds total $250,000 or more, Class A
shares may be the better option. If you qualify for a waiver of the sales
charge, Class A shares will be the best option.

If you invest less than $250,000, consider how long you plan to hold your
shares. Class B shares have a higher annual distribution fee and a CDSC for six
years. To help you determine what is best for you, consult your financial
advisor.

Class B shares convert to Class A shares in the ninth calendar year of
ownership. 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.

<PAGE>

PURCHASING SHARES

If you do not have a mutual fund account, you need to establish one. Your
financial advisor will help you fill out and submit an application. Once your
account is set up, you can choose among several convenient ways to invest.

When you purchase shares for a new or existing account, your order will be
priced at the next NAV calculated after your order is accepted by the Fund. If
your application does not specify which class of shares you are purchasing, we
will assume you are investing in Class A shares.

Important: When you open an account, you must provide your correct Taxpayer
Identification Number (TIN), which is either your Social Security or Employer
Identification number.

If you do not provide the correct TIN, 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, and

o criminal penalties for falsifying information.

You also could be subject to backup withholding, if the IRS notifies us to do
so, because you failed to report required interest or dividends on your tax
return.

<PAGE>

<S> <C>
How to determine the correct TIN

For this type of account: Use the Social Security or Employer Identification number of:

Individual or joint account The individual or one of the owners listed on the joint account

Custodian account of a minor The minor
(Uniform Gifts/Transfers to Minors Act)

A revocable living trust The grantor-trustee (the person who puts the money into the trust)

An irrevocable trust, pension trust or estate The legal entity (not the 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 tax-exempt organization The organization

</TABLE>

For details on TIN requirements, ask your financial advisor or contact your
local American Express Financial Advisors office to obtain a copy of federal
Form W-9, "Request for Taxpayer Identification Number and Certification." You
also may obtain the form on the Internet at
(http://www.irs.ustreas.gov/prod/forms_pubs/).

Three ways to invest

1 By mail:

Once your account has been established, send your check with the account number
on it to:

American Express Financial Advisors Inc.
P.O. Box 74
Minneapolis, MN 55440-0074

Minimum amounts

Initial investment: $2,000

Additional investments: $100

Account balances: $300

Qualified accounts: none

If your account balance falls below $300, you will be asked to increase it to
$300 or establish a scheduled investment plan. If you do not do so within 30
days, your shares can be sold and the proceeds mailed to you.

<PAGE>

2 By scheduled investment plan:

Contact your financial advisor for assistance in setting up one of the following
scheduled plans:

o automatic payroll deduction,

o bank authorization,

o direct deposit of Social Security check, or

o other plan approved by the Fund.

Minimum amounts

Initial investment: $100

Additional investments: $50/mo. for qualified accounts; $100/mo. for
nonqualified accounts

Account balances: none (on active plans with monthly payments)

If your account balance is below $2,000, you must make payments at least
monthly.

3 By wire or electronic funds transfer:

If you have an established account, you may wire money to:

Norwest Bank Minnesota
Routing Transit No. 091000019

Give these instructions:

Credit American Express Financial Advisors Account #0000030015 for personal
account # (your account number) for (your name). Please remember that you need
to provide all 10 digits.

If this information is not included, the order may be rejected, and all money
received by the Fund, less any costs the Fund or American Express Client Service
Corporation (AECSC) incurs, will be returned promptly.

Minimum amounts

Each wire investment: $1,000

If you are in a wrap fee program sponsored by AEFA and your balance falls below
the required program minimum or your program is terminated, your shares will be
sold and the proceeds will be mailed to you.

<PAGE>

Transactions Through Third Parties

You may buy or sell shares through certain 401(k) plans, banks, broker-dealers,
financial advisors or other investment professionals. These organizations may
charge you a fee for this service and may have different policies. Some policy
differences may include different minimum investment amounts, exchange
privileges, fund choices and cutoff times for investments. The Fund and AEFA are
not responsible for the failure of one of these organizations to carry out its
obligations to its customers. Some organizations may receive compensation from
AEFA or its affiliates for shareholder recordkeeping and similar services. Where
authorized by the Fund, some organizations may designate selected agents to
accept purchase or sale orders on the Fund's behalf.

SALES CHARGES

Class A -- initial sales charge alternative

When you purchase Class A shares, you pay a 5% sales charge on the first $50,000
of your total investment and less on investments after the first $50,000:

Total investment Sales charge as percentage of:a

Public offering priceb Net amount invested

Up to $50,000 5.0% 5.26%

Next $50,000 4.5 4.71

Next $400,000 3.8 3.95

Next $500,000 2.0 2.04

$1,000,000 or more 0.0 0.00

aTo calculate the actual sales charge on an investment greater than $50,000 and
less than $1,000,000, you must total the amounts of all increments that apply.
bOffering price includes a 5% sales charge.

The sales charge on Class A shares may be lower than 5%, depending on the total
amount:

o you now are investing in this Fund,

o you have previously invested in this Fund, or

o you and your primary household group are investing or have invested in other
American Express funds that have a sales charge. (The primary household
group consists of accounts in any ownership for spouses or domestic partners
and their unmarried children under 21. For purposes of this policy, domestic
partners are individuals who maintain a shared primary residence and have
joint property or other insurable interests.) AXP Tax-Free Money Fund and
Class A shares of AXP Cash Management Fund do not have sales charges.

<PAGE>

Other Class A sales charge policies:

o IRA purchases or other employee benefit plan purchases made through a
payroll deduction plan or through a plan sponsored by an employer,
association of employers, employee organization or other similar group, may
be added together to reduce sales charges for all shares purchased through
that plan, and

o if you intend to invest $1 million over a period of 13 months, you can
reduce the sales charges in Class A by filing a letter of intent. For more
details, please see the SAI.

Waivers of the sales charge for Class A shares

Sales charges do not apply to:

o current or retired board members, officers or employees of the Fund or AEFC
or its subsidiaries, their spouses or domestic partners and unmarried
children under 21.

o current or retired American Express financial advisors, their spouses or
domestic partners and unmarried children under 21.

o investors who have a business relationship with a newly associated
financial advisor who joined AEFA from another investment firm provided
that (1) the purchase is made within six months of the advisor's
appointment date with AEFA, (2) the purchase is made with proceeds of
shares sold that were sponsored by the financial advisor's previous
broker-dealer, and (3) the proceeds are the result of a sale of an equal or
greater value where a sales load was assessed.

o qualified employee benefit plans using a daily transfer recordkeeping
system offering participants daily access to American Express funds.
Eligibility must be determined in advance by AEFA. For assistance, please
contact your financial advisor. (Participants in certain qualified plans
where the initial sales charge is waived may be subject to a deferred sales
charge of up to 4%.)

o shareholders who have at least $1 million invested in American Express
funds. If the investment is sold in the first year after purchase, a CDSC
of 1% will be charged. The CDSC will be waived only in the circumstances
described for waivers for Class B shares.

o purchases made within 30 days after a sale of shares (up to the amount
sold):

-- of a product distributed by AEFA in a qualified plan subject to a deferred
sales charge, or

-- in a qualified plan or account where American Express Trust Company has a
recordkeeping, trustee, investment management, or investment
servicing relationship.

Send the Fund a written request along with your payment, indicating the date
and the amount of the sale.

<PAGE>

o purchases made:

-- with dividend or capital gain distributions from this Fund or from the
same class of another American Express fund that has a sales charge,

-- through or under a wrap fee product or other investment product sponsored
by AEFA or another authorized broker-dealer, investment adviser,
bank or investment professional,

-- within the University of Texas System ORP,

-- within a segregated separate account offered by Nationwide Life Insurance
Company or Nationwide Life and Annuity Insurance Company,

-- within the University of Massachusetts After-Tax Savings Program,

-- with the proceeds from IDS Life Real Estate Variable Annuity surrenders,or

-- through or under a subsidiary of AEFC offering Personal Trust Services'
Asset-Based pricing alternative.

Class B -- contingent deferred sales charge (CDSC) alternative

A CDSC is based on the sale amount and the number of calendar years -- including
the year of purchase -- between purchase and sale. The following table shows how
CDSC percentages on sales decline after a purchase:

If the sale is made during the: The CDSC percentage rate is:

First year 5%

Second year 4%

Third year 4%

Fourth year 3%

Fifth year 2%

Sixth year 1%

Seventh year 0%

If the amount you are selling causes the value of your investment in Class B
shares to fall below the cost of the shares you have purchased during the last
six years including the current year, the CDSC is based on the lower of the cost
of those shares purchased or market value.

<PAGE>

Example:

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 dividends
and capital gain distributions. You could sell up to $2,000 worth of shares
without paying a CDSC ($12,000 current value less $10,000 purchase amount). If
you sold $2,500 worth of shares, the CDSC would apply to the $500 representing
part of your original purchase price. The CDSC rate would be 4% because the sale
was made during the second year after the purchase.

Because the CDSC is imposed only on sales that reduce your total purchase
payments, you never have to pay a CDSC on any amount that represents
appreciation in the value of your shares, income earned by your shares, or
capital gains. In addition, the CDSC rate on your sale will be based on your
oldest purchase payment. The CDSC on the next amount sold will be based on the
next oldest purchase payment.

The CDSC on Class B shares will be waived on sales of shares:

o in the event of the shareholder's death,

o held in trust for an employee benefit plan, or

o held in IRAs or certain qualified plans if American Express Trust Company
is the custodian, such as Keogh plans, tax-sheltered custodial accounts or
corporate pension plans, provided that the shareholder is:

-- at least 591/2 years old AND

-- taking a retirement distribution (if the sale is part of a transfer to an
IRA or qualified plan in a product distributed by AEFA,
or a custodian-to-custodian transfer to a product not distributed by
AEFA, the CDSC will not be waived) OR

-- selling under an approved substantially equal periodic payment
arrangement.

<PAGE>

EXCHANGING/SELLING SHARES

Exchanges

You can exchange your Fund shares at no charge for shares of the same class of
any other publicly offered American Express fund. Exchanges into AXP Tax-Free
Money Fund may only be made from Class A shares. For complete information on the
other funds, including fees and expenses, read that fund's prospectus carefully.
Your exchange will be priced at the next NAV calculated after it is accepted by
that fund.

You may make up to three exchanges within any 30-day period, with each limited
to $300,000. These limits do not apply to scheduled exchange programs and
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.

Other exchange policies:

o 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 AECSC receives written approval from the secured party.

AECSC 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.

Selling Shares

You can sell your shares at any time. AECSC will mail payment within seven days
after accepting your request.

When you sell shares, the amount you receive may be more or less than the amount
you invested. Your sale price will be the next NAV calculated after your request
is accepted by the Fund, minus any applicable CDSC.

<PAGE>

You can change your mind after requesting a sale and use all or part of the
proceeds to purchase new shares in the same account from which you sold. If you
reinvest in Class A, you will purchase the new shares at NAV rather than the
offering price on the date of a new purchase. 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 request within 30 days of the date your sale
request was received and include your account number. This privilege may be
limited or withdrawn at any time and may have tax consequences.

Requests to sell shares of the Fund are not allowed within 30 days of a
telephoned-in address change.

The Fund reserves the right to redeem in kind.

Important: If you request a sale 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 payment is made.
(Payment may be made earlier if your bank provides evidence satisfactory to the
Fund and AECSC that your check has cleared.)

For more details and a description of other sales policies, please see the SAI.

<PAGE>

Two ways to request an exchange or sale of shares

1 By letter:

Include in your letter:

o the name of the fund(s),

o the class of shares to be exchanged or sold,

o your mutual fund account number(s) (for exchanges, both funds must
be registered in the same ownership),

o your TIN,

o the dollar amount or number of shares you want to exchange or sell,

o signature(s) of all registered account owners,

o for sales, indicate how you want your money delivered to you, and

o any paper certificates of shares you hold.

Regular mail:

American Express Client Service Corporation
Attn: Transactions
P.O. Box 534
Minneapolis, MN 55440-0534

Express mail:

American Express Client Service Corporation
Attn: Transactions
733 Marquette Ave.
Minneapolis, MN 55402

<PAGE>

2 By telephone:

American Express Financial Advisors

Telephone Transaction Service

800-437-3133

o The Fund and AECSC will use reasonable procedures to confirm authenticity of
telephone exchange or sale requests.

o Telephone exchange and sale privileges automatically apply to all accounts
except custodial, corporate or qualified retirement accounts. You may
request that these privileges NOT apply by writing AECSC. Each registered
owner must sign the request.

o Acting on your instructions, your financial advisor may conduct telephone
transactions on your behalf.

o Telephone privileges may be modified or discontinued at any time.

Minimum sale amount: $100 Maximum sale amount: $50,000

<PAGE>

Three ways to receive payment when you sell shares

1 By regular or express mail:

o Mailed to the address on record.

o Payable to names listed on the account.

NOTE: The express mail delivery charges you pay will vary depending on the
courier you select.

2 By wire or electronic funds transfer:

o Minimum wire: $1,000.

o Request that money be wired to your bank.

o Bank account must be in the same ownership as the American Express
fund account.

NOTE: Pre-authorization required. For instructions, contact your financial
advisor or AECSC.

3 By scheduled payout plan:

o Minimum payment: $50.

o Contact your financial advisor or AECSC to set up regular payments 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.

<PAGE>

Distributions and Taxes

As a shareholder you are entitled to your share of the Fund's net income and net
gains. The Fund distributes dividends and capital gains to qualify as a
regulated investment company and to avoid paying corporate income and excise
taxes.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

REINVESTMENTS

Dividends and capital gain distributions are automatically reinvested in
additional shares in the same class of the Fund, unless:

o you request distributions in cash, or

o you direct the Fund to invest your distributions in the same class of any
publicly offered American Express fund for which you have previously opened
an account.

We reinvest the distributions for you at the next calculated NAV after the
distribution is paid.

If you choose cash distributions, you will receive cash only for distributions
declared after your request has been processed.

TAXES

Distributions are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

If you buy shares shortly before the record date of a distribution you may pay
taxes on money earned by the Fund before you were a shareholder. You will pay
the full pre-distribution price for the shares, then receive a portion of your
investment back as a distribution, which may be taxable.

<PAGE>

For tax purposes, an exchange is considered a sale and purchase, and may result
in a gain or loss. A sale is a taxable transaction. If you sell shares for less
than their cost, the difference is a capital loss. If you sell shares for more
than their cost, the difference is a capital gain. Your gain may be short term
(for shares held for one year or less) or long term (for shares held for more
than one year).

If you buy Class A shares of this or another American Express fund and within 91
days exchange into this Fund, you may not include the sales charge in your
calculation of tax gain or loss on the sale of the first fund you purchased. The
sales charge may be included in the calculation of your tax gain or loss on a
subsequent sale of this Fund.

Selling shares held in an IRA or qualified retirement account may subject you to
federal taxes, penalties and reporting requirements. Please consult your tax
advisor.

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

Personalized Shareholder Information

To help you track and evaluate the performance of your investments, AECSC
provides these individualized reports:

QUARTERLY STATEMENTS

List your holdings and transactions during the previous three months, as well as
individualized return information.

YEARLY TAX STATEMENTS

Feature average-cost-basis reporting of capital gains or losses if you sell your
shares, along with distribution information, to simplify tax calculations.

PERSONALIZED MUTUAL FUND PROGRESS REPORTS

Detail returns on your initial investment and cash-flow activity in your
account. This report calculates a total return reflecting your individual
history in owning Fund shares and is available from your financial advisor.

<PAGE>

Master/Feeder Structure

This Fund uses a master/feeder structure. This means that the Fund (a feeder
fund) invests all of its assets in the Portfolio (the master fund). Other feeder
funds also invest in the Portfolio. The master/feeder structure offers the
potential for reduced costs because it spreads fixed costs of portfolio
management over a larger pool of assets. The Fund may withdraw its assets from
the Portfolio at any time if the Fund's board determines that it is best. In
that event, the board would consider what action should be taken, including
whether to hire an investment advisor to manage the Fund's assets directly or to
invest all of the Fund's assets in another pooled investment entity. Here is an
illustration of the structure:

Investors buy shares in the Fund

The Fund buys units in the Portfolio

The Portfolio invests in securities, such as stocks or bonds

Other feeders may include mutual funds and institutional accounts. These feeders
buy the Portfolio's securities on the same terms and conditions as the Fund and
pay their proportionate share of the Portfolio's expenses. However, their
operating costs and sales charges are different from those of the Fund.
Therefore, the investment returns for other feeders are different from the
returns of the Fund. Information about other feeders may be obtained by calling
American Express Financial Advisors at 800-AXP-SERV.

<PAGE>

About the Company

BUSINESS STRUCTURE

Shareholders

Your American Express financial advisor and other servicing agents
May receive a fee for their sales efforts and ongoing service.

Transfer Agent:

American Express Client Service Corporation
Maintains shareholder accounts and records for the Fund; receives a fee based on
the number of accounts it services.

Administrative Services Agent:

American Express Financial Corporation
Provides administrative and accounting services for the Fund; receives a fee
based on average daily net assets.

The Fund

Distributor and Shareholder Services Agent:

American Express Financial Advisors
Markets and distributes shares; receives a portion of the sales charge or CDSC
and distribution fee. Also provides a variety of ongoing shareholder services.

The Fund invests its assets in the Portfolio. The Fund and/or the Portfolio have
contracts with certain service providers.

Investment Manager:

American Express Financial Corporation
Manages the Portfolio's investments and receives a fee based on average daily
net assets.*

The Portfolio

Custodian:

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

*The Portfolio pays AEFC a fee for managing its assets. The Fund pays its
proportionate share of the fee. Under the Investment Management Services
Agreement, the fee for the most recent fiscal year was 0.49% of its average
daily net assets. Under the Agreement, the Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses.

<PAGE>

AMERICAN EXPRESS FINANCIAL CORPORATION

AEFC has been a provider of financial services since 1894. Its family of
companies offers not only mutual funds but also insurance, annuities, investment
certificates and a broad range of financial management services.

In addition to managing assets of more than $89 billion for all American Express
funds, AEFC manages investments for itself and its subsidiaries, IDS Certificate
Company and IDS Life Insurance Company. Total assets under management as of the
end of the most recent fiscal year were more than $227 billion.

AEFA serves individuals and businesses through its nationwide network of more
than 180 offices and more than 9,400 advisors.

AEFC, located at IDS Tower 10, Minneapolis, MN 55440-0010, is a wholly-owned
subsidiary of American Express Company, a financial services company with
headquarters at American Express Tower, World Financial Center, New York, NY
10285.

YEAR 2000

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

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

<PAGE>

Quick Telephone Reference

AMERICAN EXPRESS FINANCIAL ADVISORS TELEPHONE TRANSACTION SERVICE

Sales and exchanges, dividend payments or reinvestments and automatic
payment arrangements: 800-437-3133

AMERICAN EXPRESS CLIENT SERVICE CORPORATION

Fund performance, fund prices, account values, recent account transactions and
account inquiries: 800-862-7919

TTY SERVICE

For the hearing impaired: 800-846-4852

<PAGE>

Financial Highlights

Fiscal period ended Sept. 30,

Per share income and capital changesa

Class A

1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $8.96 $10.39 $8.96 $7.89 $7.66

Income from investment operations:

Net investment income (loss) .14 .23 .34 .27 .30

Net gains (losses) (both realized and unrealized) 1.37 (.43) 2.04 1.06 .53

Total from investment operations 1.51 (.20) 2.38 1.33 .83

Less distributions:

Dividends from net investment income (.13) (.23) (.33) (.26) (.29)

Distributions from realized gains (.94) (1.00) (.62) -- (.31)

Total distributions (1.07) (1.23) (.95) (.26) (.60)

Net asset value, end of period $9.40 $8.96 $10.39 $8.96 $7.89

Ratios/supplemental data

Net assets, end of period (in millions) $1,985 $1,828 $1,789 $1,292 $1,091

Ratio of expenses to average daily net assetsb .89% .86% .88% .93% .94%

Ratio of net investment income (loss)

to average daily net assets 1.41% 2.27% 3.62% 3.18% 3.95%

Portfolio turnover rate

(excluding short-term securities) 84% 97% 81% 84% 98%

Total returnc 17.18% (2.17%) 28.11% 17.00% 11.83%

</TABLE>

aFor a share outstanding throughout the period. Rounded to the nearest cent.
bEffective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
cTotal return does not reflect payment of a sales charge.

<PAGE>

Fiscal period ended Sept. 30,

Per share income and capital changesa

Class B Class Y

1999 1998 1997 1996 1995b 1999 1998 1997 1996 1995b
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $8.96 $10.39 $8.96 $7.89 $7.13 $8.96 $10.40 $8.96 $7.89 $7.13

Income from investment operations:

Net investment income (loss) .06 .15 .27 .20 .19 .15 .24 .35 .28 .22

Net gains (losses)
(both realized and unrealized) 1.38 (.42) 2.04 1.06 .74 1.37 (.44) 2.05 1.06 .74

Total from investment
operations 1.44 (.27) 2.31 1.26 .93 1.52 (.20) 2.40 1.34 .96

Less distributions:

Dividends from net
investment income (.06) (.16) (.26) (.19) (.17) (.14) (.24) (.34) (.27) (.20)

Distributions from
realized gains (.94) (1.00) (.62) -- -- (.94) (1.00) (.62) -- --

Total distributions (1.00) (1.16) (.88) (.19) (.17) (1.08) (1.24) (.96) (.27) (.20)

Net asset value, end
of period $9.40 $8.96 $10.39 $8.96 $7.89 $9.40 $8.96 $10.40 $8.96 $7.89

Ratios/supplemental data

Net assets, end of period
(in millions) $633 $505 $350 $125 $32 $21 $76 $79 $37 $26

Ratio of expenses to
average daily net assetsc 1.66% 1.62% 1.65% 1.69% 1.77%d .78% .78% .76% .76% .80%d

Ratio of net investment
income (loss) to average
daily net assets .63% 1.48% 2.97% 2.56% 3.00%d 1.58% 2.34% 3.85% 3.38% 3.95%d

Portfolio turnover rate
(excluding short-term
securities) 84% 97% 81% 84% 98% 84% 97% 81% 84% 98%

Total returne 16.30% (2.91%) 27.16% 16.21% 13.10% 17.30% (2.11%) 28.29% 17.27% 13.60%

</TABLE>

aFor a share outstanding throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
cEffective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
dAdjusted to an annual basis.
eTotal return does not reflect payment of a sales charge.

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

<PAGE>

This Fund, along with the other American Express funds, is distributed by
American Express Financial Advisors Inc. and can be found under the "Amer
Express" banner in most mutual fund quotations.

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

American Express Client Service Corporation
P.O. Box 534, Minneapolis, MN 55440-0534
800-862-7919 TTY: 800-846-4852
Web site address:
http://www.americanexpress.com/advisors

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

Investment Company Act File #811-54

TICKER SYMBOL

Class A: INDZX Class B: IDEBX Class Y: IDQYX

S-6475-99 N (11/99)

<PAGE>

AXP Mutual

PROSPECTUS

Nov. 29, 1999

AXP Mutual seeks to provide shareholders with a balance of growth of capital and
current income.

Please note that this 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
Financial
Advisors

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund 3p

Goal 3p

Investment Strategy 3p

Risks 5p

Past Performance 6p

Fees and Expenses 8p

Management 9p

Buying and Selling Shares 10p

Valuing Fund Shares 10p

Investment Options 10p

Purchasing Shares 12p

Sales Charges 15p

Exchanging/Selling Shares 19p

Distributions and Taxes 24p

Personalized Shareholder Information 25p

Master/Feeder Structure 26p

About the Company 27p

Quick Telephone Reference 29p

Financial Highlights 30p

FUND INFORMATION KEY

Goal and Investment Strategy
The Fund's particular investment goal and the strategies it intends to use in
pursuing its goal.

Risks
The major risk factors associated with the Fund.

Fees and Expenses
The overall costs incurred by an investor in the Fund, including sales charges
and annual expenses.

Management
The individual or group designated by the investment manager to handle the
Fund's day-to-day management.

Master/Feeder Structure
Describes the Fund's investment structure.

Financial Highlights
Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL

AXP Mutual (the Fund) seeks to provide shareholders with a balance of growth of
capital and current income. Because any investment involves risk, achieving this
goal cannot be guaranteed.

The Fund seeks to achieve its goal by investing all of its assets in a master
portfolio rather than by directly investing in and managing its own portfolio of
securities. The master portfolio has the same goal and investment policies as
the Fund.

INVESTMENT STRATEGY

The Fund's assets primarily are invested in a combination of common stocks and
senior securities (preferred stocks and debt obligations). The Fund will invest
(1) no more than 65% of its total assets in common stocks, (2) at least 35% of
its total assets in senior securities, convertible securities, derivative
instruments and money market instruments, and (3) at least 25% of its total
assets in debt securities and convertible securities. The Fund will utilize
derivative instruments (such as futures, options and forward contracts) and
when-issued securities to produce incremental earnings, to hedge existing
positions and to increase flexibility. The Fund's potential losses from the use
of these instruments could extend beyond its initial investment.

The selection of common stocks and senior securities are the primary decisions
in building the investment portfolio.

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

o Determining specific industry weightings within the following sectors:

- Consumer cyclical - Energy

- Consumer stable - Technology

- Financial - Industrial

o Selecting companies that are undervalued based on a variety of measures,
such as price-earnings ratio, price/book ratio, current and projected
earnings, current and projected dividends, and historic price levels.

o Identifying companies with potential for above-average long-term growth
based on:

- effective management (considering overall performance),

- competitive market position, and

- financial strength.

<PAGE>

AEFC chooses debt obligations by:

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

o Investing more heavily in certain sectors (i.e., corporate bonds,
government obligations and mortgage-backed securities) based on AEFC's:

- expectations for interest rates, and

- expectations for economic trends.

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

o Focusing on bonds that are investment-grade although the Fund may invest up
to 5% below investment grade.

o Identifying obligations that contribute to portfolio diversification.

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

- the security is overvalued when compared to other potential investments,

- the interest rate or economic outlook changes,

- the security has reached AEFC's price objective,

- AEFC identifies a more attractive opportunity,

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

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

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

Although not a primary investment strategy, the Fund also may invest in other
instruments such as foreign securities.

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

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

<PAGE>

RISKS

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

Market Risk

Interest Rate Risk

Sector/Concentration Risk

Call/Prepayment Risk

Credit Risk

Liquidity Risk

Style Risk

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

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

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

Call/Prepayment Risk
The risk that a bond or other security might be called (or otherwise converted,
prepaid, or redeemed) before maturity. This type of risk is closely related to
reinvestment risk, which is the risk that an investor will not be able to
reinvest income or principal at the same rate it currently is earning.

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

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

<PAGE>

Style Risk

The Fund purchases stocks it believes are undervalued, but have potential for
long-term growth and dividend income. These stocks will typically trade at a
discount to the market. Growth cannot be guaranteed and the markets may not be
willing to reevaluate out-of-favor stocks.

PAST PERFORMANCE

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

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

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

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

Class A Performance (based on calendar years)

+18.61% -2.99% +23.57% +10.52% +14.35% -2.98% +24.97% +13.56% +18.78% +9.38

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +10.26% (quarter ending December 1998) and the lowest return for a
calendar quarter was -9.09% (quarter ending September 1990).

The Fund's year to date return as of Sept. 30, 1999 was +1.28%.

<PAGE>

Average Annual Total Returns (as of Dec. 31, 1998)

1 year 5 years 10 years Since inception

Mutual:

Class A +3.91% +11.19% +11.81% -%

Class B +4.76% -% -% +14.10%a

Class Y +9.46% -% -% +15.67%a

S&P 500 Index +28.57% +27.45% +24.01% +19.19%b

Lipper Balanced
Fund Index +15.09% +17.68% +13.86% +13.31%b

a Inception date was March 20, 1995.
b Measurement period started April 1, 1995.

For purposes of this calculation we assumed:

o a sales charge of 5% for Class A shares,

o sales at the end of the period and deduction of the applicable contingent
deferred sales charge (CDSC)for Class B shares,

o no sales charge for Class Y shares, and

o no adjustments for taxes paid by an investor on the reinvested income and
capital gains.

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

<PAGE>

FEES AND EXPENSES

Fund investors pay various expenses. The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Class A Class B Class Y

Maximum sales charge (load) imposed
on purchasesa (as a percentage of
offering price) 5% none none

Maximum deferred sales charge (load)
imposed on sales (as a percentage
of offering price at time of
purchase) none 5% none

Annual Fund operating expensesb (expenses that are deducted from Fund assets)

As a percentage of average daily
net assets: Class A Class B Class Y

Management feesc 0.46% 0.46% 0.46%

Distribution (12b-1) fees 0.25% 1.00% 0.00%

Other expensesd 0.19% 0.13% 0.28%

Total 0.90% 1.59% 0.74%

a This charge may be reduced depending on your total investments in American
Express funds. See "Sales Charges."
b Both in this table and the following example fund operating expenses
include expenses charged by both the Fund and its Master Portfolio as
described under "Management." Expenses for Class A, Class B and Class Y are
based on actual expenses for the last fiscal year, restated to reflect
current fees.

c Includes the impact of a performance adjustment fee that decreased the
management fee by 0.02% for the most recent fiscal year.

d Other expenses include an administrative services fee, a shareholder
services fee for Class Y, a transfer agency fee and other nonadvisory
expenses.

<PAGE>

Example

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

Assume you invest $10,000 and the Fund earns a 5% annual return. The operating
expenses remain the same each year. If you hold your shares until the end of the
years shown, your costs would be:

1 year 3 years 5 years 10 years

Class Aa $587 $773 $ 974 $1,557

Class Bb $662 $902 $1,067 $1,708d

Class Bc $162 $502 $ 867 $1,708d

Class Y $ 76 $237 $ 412 $ 922

a Includes a 5% sales charge.
b Assumes you sold your Class B shares at the end of the period and incurred
the applicable CDSC.
c Assumes you did not sell your Class B shares at the end of the period.
d Based on conversion of Class B shares to Class A shares in the ninth year
of ownership.

This example does not represent actual expenses, past or future. Actual expenses
may be higher or lower than those shown.

MANAGEMENT

The Fund's assets are invested in Balanced Portfolio (the Portfolio), which is
managed by AEFC. Brad Stone, vice president and senior portfolio manager, joined
AEFC in 1996. He has managed the fixed income portion of the assets of the
Portfolio since May 1998. Prior to joining AEFC he was a fixed income portfolio
manager at Piper Capital Management, Inc. from 1990 to 1996.

Kurt Winters, senior portfolio manager, joined AEFC in 1987. He has managed the
equity portion of the assets of the Portfolio since December 1997. Kurt is
responsible for overall investment management of the equity portion, including
the determination of the sectors in which the Portfolio will invest. A team of
research professionals makes investment decisions within those sectors. From
1992 to 1995, he managed IDS Life Series Fund, Managed Portfolio. He was
appointed to manage AXP Discovery Fund in 1995. He also provides overall
portfolio management for AXP Equity Value Fund, AXP Progressive Fund, AXP
Variable Portfolio - Diversified Equity Income Fund and IDS Life Series Fund,
Equity Income Portfolio.

<PAGE>

Buying and Selling Shares

VALUING FUND SHARES

The public offering price for Class A is the net asset value (NAV) adjusted for
the sales charge. For Class B and Class Y, it is the NAV.

Fund shares may be purchased through various third-party organizations,
including 401(k) plans, banks, brokers and investment advisers. Where authorized
by the Fund, orders will be priced at the NAVnext computed after receipt by the
organization or their selected agent.

INVESTMENT OPTIONS

1. Class A shares are sold to the public with a sales charge at the time of
purchase and an annual distribution (12b-1) fee.

2. Class B shares are sold to the public with a CDSC and an annual
distribution (12b-1) fee.

3. Class Y shares are sold to qualifying institutional investors without a
sales charge or distribution fee. Please see the SAI for information on
eligibility to purchase Class Y shares.

<PAGE>

Investment options summary:

Class A Maximum sales charge of 5%

Initial sales charge waived or reduced for certain purchases

Annual distribution fee of 0.25% of average daily net assets*

Lower annual expenses than Class B shares

Class B No initial sales charge

CDSC on shares sold in the first six years (maximum of 5%
in first year, reduced to 0% after year six)

CDSC waived in certain circumstances

Shares convert to Class A in ninth year of ownership

Annual distribution fee of 1.00% of average daily net assets*

Higher annual expenses than Class A shares

Class Y No initial sales charge

No annual distribution fee

Service fee of 0.10% of average daily net assets

Available only to certain qualifying institutional investors

* The Fund has adopted a plan under Rule 12b-1 of the Investment Company Act
of 1940 that allows it to pay distribution and servicing-related fees for
the sale of Class A and Class B shares. Because these fees are paid out of
the Fund's assets on an on-going basis, the fees may cost long-term
shareholders more than paying other types of sales charges imposed by some
mutual funds.

Should you purchase Class A or Class B shares?

If your investments in American Express funds total $250,000 or more, Class A
shares may be the better option. If you qualify for a waiver of the sales
charge, Class A shares will be the best option.

<PAGE>

PURCHASING SHARES

Important: When you open an account, you must provide your correct Taxpayer
Identification Number (TIN), which is either your Social Security or Employer
Identification number.

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, and

o criminal penalties for falsifying information.

You also could be subject to backup withholding, if the IRS notifies us to do
so, because you failed to report required interest or dividends on your tax
return.

<PAGE>

How to determine the correct TIN

For this type of account: Use the Social Security or Employer
Identification number of:

Individual or joint account The individual or one of the owners
listed on the joint account

Custodian account of a minor The minor
(Uniform Gifts/Transfers to Minors Act)

A revocable living trust The grantor-trustee (the person who puts
the money into the trust)

An irrevocable trust, pension trust The legal entity (not the personal
or estate 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 tax-exempt The organization
organization

Three ways to invest

1 By mail:

Once your account has been established, send your check with the account number
on it to:

American Express Financial Advisors Inc.
P.O. Box 74
Minneapolis, MN 55440-0074

Minimum amounts

Initial investment: $2,000

Additional investments: $100

Account balances: $300

Qualified accounts: none

<PAGE>

2 By scheduled investment plan:

Contact your financial advisor for assistance in setting up one of the following
scheduled plans:

o automatic payroll deduction,

o bank authorization,

o direct deposit of Social Security check, or

o other plan approved by the Fund.

Minimum amounts

Initial investment: $100

Additional investments: $50/mo. for qualified accounts; $100/mo. for
nonqualified accounts

Account balances: none (on active plans with monthly payments)

If your account balance is below $2,000, you must make payments at least
monthly.

3 By wire or electronic funds transfer:

If you have an established account, you may wire money to:

Norwest Bank Minnesota
Routing Transit No. 091000019

Give these instructions:

Credit American Express Financial Advisors Account #0000030015 for personal
account # (your account number) for (your name). Please remember that you need
to provide all 10 digits.

Minimum amounts

Each wire investment: $1,000

<PAGE>

Transactions Through Third Parties

You may buy or sell shares through certain 401(k) plans, banks, broker-dealers,
financial advisors or other investment professionals. These organizations may
charge you a fee for this service and may have different policies. Some policy
differences may include different minimum investment amounts, exchange
privileges, fund choices and cutoff times for investments. The Fund and AEFAare
not responsible for the failure of one of these organizations to carry out its
obligations to its customers. Some organizations may receive compensation from
AEFAor its affiliates for shareholder recordkeeping and similar services. Where
authorized by the Fund, some organizations may designate selected agents to
accept purchase or sale orders on the Fund's behalf.

SALES CHARGES

Class A - initial sales charge alternative

When you purchase Class A shares, you pay a 5% sales charge on the first $50,000
of your total investment and less on investments after the first $50,000:

Total investment Sales charge as percentage of:a

Public offering priceb Net amount invested

Up to $50,000 5.0% 5.26%

Next $50,000 4.5 4.71

Next $400,000 3.8 3.95

Next $500,000 2.0 2.04

$1,000,000 or more 0.0 0.00

a To calculate the actual sales charge on an investment greater than $50,000
and less than $1,000,000, you must total the amounts of all increments that
apply.
b Offering price includes a 5% sales charge.

The sales charge on Class A shares may be lower than 5%, depending on the total
amount:

o you now are investing in this Fund,

o you have previously invested in this Fund, or

o you and your primary household group are investing or have invested in
other American Express funds that have a sales charge. (The primary
household group consists of accounts in any ownership for spouses or
domestic partners and their unmarried children under 21. For purposes of
this policy, domestic partners are individuals who maintain a shared
primary residence and have joint property or other insurable interests.)
AXP Tax-Free Money Fund and Class A shares of AXP Cash Management Fund do
not have sales charges.

<PAGE>

Other Class A sales charge policies:

o if you intend to invest $1 million over a period of 13 months, you can
reduce the sales charges in Class A by filing a letter of intent. For more
details, please see the SAI.

Waivers of the sales charge for Class A shares

Sales charges do not apply to:

o current or retired board members, officers or employees of the Fund or AEFC
or its subsidiaries, their spouses or domestic partners and unmarried
children under 21.

o current or retired American Express financial advisors, their spouses or
domestic partners and unmarried children under 21.

o purchases made within 30 days after a sale of shares (up to the amount
sold):

- of a product distributed by AEFA in a qualified plan subject to a
deferred sales charge, or

- in a qualified plan or account where American Express Trust Company
has a recordkeeping, trustee, investment management, or investment
servicing relationship.

Send the Fund a written request along with your payment, indicating the date and
the amount of the sale.

<PAGE>

o purchases made:

- with dividend or capital gain distributions from this Fund or from the
same class of another American Express fund that has a sales charge,

- through or under a wrap fee product or other investment product
sponsored by AEFA or another authorized broker-dealer, investment
adviser, bank or investment professional,

- within the University of Texas System ORP,

- within a segregated separate account offered by Nationwide Life
Insurance Company or Nationwide Life and Annuity Insurance Company,

- within the University of Massachusetts After-Tax Savings Program,

- with the proceeds from IDS Life Real Estate Variable Annuity
surrenders, or

- through or under a subsidiary of AEFC offering Personal Trust
Services' Asset-Based pricing alternative.

Class B - contingent deferred sales charge (CDSC) alternative

If the sale is made during the: The CDSC percentage rate is:

First year 5%

Second year 4%

Third year 4%

Fourth year 3%

Fifth year 2%

Sixth year 1%

Seventh year 0%

<PAGE>

Example:

The CDSC on Class B shares will be waived on sales of shares:

o in the event of the shareholder's death,

o held in trust for an employee benefit plan, or

- at least 591/2 years old AND

- taking a retirement distribution (if the sale is part of a transfer to
an IRA or qualified plan in a product distributed by AEFA, or a
custodian-to-custodian transfer to a product not distributed by AEFA,
the CDSC will not be waived) OR

- selling under an approved substantially equal periodic payment
arrangement.

<PAGE>

EXCHANGING/SELLING SHARES

Exchanges

Other exchange policies:

o 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 AECSC receives written approval from the secured party.

Selling Shares

You can sell your shares at any time. AECSC will mail payment within seven days
after accepting your request.

<PAGE>

Requests to sell shares of the Fund are not allowed within 30 days of a
telephoned-in address change.

The Fund reserves the right to redeem in kind.

For more details and a description of other sales policies, please see the SAI.

<PAGE>

Two ways to request an exchange or sale of shares

1 By letter:

Include in your letter:

o the name of the fund(s),

o the class of shares to be exchanged or sold,

o your mutual fund account number(s) (for exchanges, both funds must be
registered in the same ownership),

o your TIN,

o the dollar amount or number of shares you want to exchange or sell,

o signature(s) of all registered account owners,

o for sales, indicate how you want your money delivered to you, and

o any paper certificates of shares you hold.

Regular mail:

American Express Client Service Corporation
Attn: Transactions
P.O. Box 534
Minneapolis, MN 55440-0534

Express mail:

American Express Client Service Corporation
Attn: Transactions
733 Marquette Ave.
Minneapolis, MN 55402

<PAGE>

2 By telephone:

American Express Financial Advisors

Telephone Transaction Service

800-437-3133

o The Fund and AECSC will use reasonable procedures to confirm authenticity
of telephone exchange or sale requests.

o Acting on your instructions, your financial advisor may conduct telephone
transactions on your behalf.

o Telephone privileges may be modified or discontinued at any time.

Minimum sale amount: $100 Maximum sale amount: $50,000

<PAGE>

Three ways to receive payment when you sell shares

1 By regular or express mail:

o Mailed to the address on record.

o Payable to names listed on the account.

NOTE: The express mail delivery charges you pay will vary depending on the
courier you select.

2 By wire or electronic funds transfer:

o Minimum wire: $1,000.

o Request that money be wired to your bank.

o Bank account must be in the same ownership as the American Express fund
account.

NOTE: Pre-authorization required. For instructions, contact your financial
advisor or AECSC.

3 By scheduled payout plan:

o Minimum payment: $50.

o Contact your financial advisor or AECSC to set up regular payments 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.

<PAGE>

Distributions and Taxes

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

REINVESTMENTS

Dividends and capital gain distributions are automatically reinvested in
additional shares in the same class of the Fund, unless:

o you request distributions in cash, or

o you direct the Fund to invest your distributions in the same class of any
publicly offered American Express fund for which you have previously opened
an account.

We reinvest the distributions for you at the next calculated NAV after the
distribution is paid.

If you choose cash distributions, you will receive cash only for distributions
declared after your request has been processed.

TAXES

<PAGE>

Selling shares held in an IRA or qualified retirement account may subject you to
federal taxes, penalties and reporting requirements. Please consult your tax
advisor.

Personalized Shareholder Information

To help you track and evaluate the performance of your investments, AECSC
provides these individualized reports:

QUARTERLY STATEMENTS

List your holdings and transactions during the previous three months, as well as
individualized return information.

YEARLY TAX STATEMENTS

Feature average-cost-basis reporting of capital gains or losses if you sell your
shares, along with distribution information, to simplify tax calculations.

PERSONALIZED MUTUAL FUND PROGRESS REPORTS

<PAGE>

Master/Feeder Structure

Investors buy shares in the Fund

The Fund buys units in the Portfolio

The Portfolio invests in securities, such as stocks or bonds

<PAGE>

About the Company

BUSINESS STRUCTURE

Transfer Agent: American Express Client Service Corporation Maintains
shareholder accounts and records for the Fund; receives a fee based on the
number of accounts it services.

Administrative Services Agent: American Express Financial Corporation Provides
administrative and accounting services for the Fund; receives a fee based on
average daily net assts.

Investment Manager: American Express Financial Corporation Manages the
Portfolio's investments and receives a fee based on average daily net assets.*

The Fund invests its assets in the Portfolio. The Fund and/or the Portfolio have
contracts with certain service providers.

Shareholders

Your American Express financial advisor and other servicing agents May receive a
fee for their sales efforts and ongoing service.

The Fund

The Portfolio

Distributor and Shareholder Services Agent: American Express Financial Advisors
Markets and distributes shares; receives a portion of the sales charge or CDSC
and distribution fee. Also provides a variety of ongoing shareholder services.

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

* The Portfolio pays AEFC a fee for managing its assets. The Fund pays its
proportionate share of the fee. Under the Investment Management Services
Agreement, the fee for the most recent fiscal year was 0.46% of its average
daily net assets. Under the Agreement, the Portfolio also pays taxes,
brokerage commissions and nonadvisory expenses.

<PAGE>

AMERICAN EXPRESS FINANCIAL CORPORATION

AEFA serves individuals and businesses through its nationwide network of more
than 180 offices and more than 9,400 advisors.

YEAR 2000

<PAGE>

Quick Telephone Reference

AMERICAN EXPRESS FINANCIAL ADVISORS TELEPHONE TRANSACTION SERVICE

Sales and exchanges, dividend payments or reinvestments and automatic payment
arrangements: 800-437-3133

AMERICAN EXPRESS CLIENT SERVICE CORPORATION

Fund performance, fund prices, account values, recent account transactions and
account inquiries: 800-862-7919

TTY SERVICE

For the hearing impaired: 800-846-4852

<PAGE>

Financial Highlights

Fiscal period ended Sept. 30,

Per share income and capital changesa

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class A

1999 1998 1997 1996 1995

Net asset value, beginning of period $13.29 $15.32 $13.51 $12.69 $11.89

Income from investment operations:

Net investment income (loss) .37 .48 .57 .54 .58

Net gains (losses) (both realized and unrealized) 1.15 (.36) 2.61 .93 1.27

Total from investment operations 1.52 .12 3.18 1.47 1.85

Less distributions:

Dividends from net investment income (.36) (.48) (.53) (.52) (.54)

Distributions from realized gains (1.51) (1.67) (.84) (.13) (.51)

Total distributions (1.87) (2.15) (1.37) (.65) (1.05)

Net asset value, end of period $12.94 $13.29 $15.32 $13.51 $12.69

Ratios/supplemental data

Net assets, end of period (in millions) $3,101 $3,051 $3,251 $2,770 $2,596

Ratio of expenses to average daily net assetsb .83% .80% .83% .87% .83%

Ratio of net investment income (loss)
to average daily net assets 2.68% 3.35% 4.00% 4.01% 4.58%

Portfolio turnover rate
(excluding short-term securities) 134% 98% 49% 45% 38%

Total returnc 11.72% .70% 24.88% 11.84% 16.81%

</TABLE>

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 Total return does not reflect payment of a sales charge.

<PAGE>

Fiscal period ended Sept. 30,

Per share income and capital changesa
<TABLE>
<CAPTION>
Class B Class Y
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1999 1998 1997 1996 1995b 1999 1998 1997 1996 1995b

Net asset value,
beginning of period $13.21 $15.25 $13.47 $12.66 $11.67 $13.29 $15.32 $13.51 $12.69 $11.67

Income from investment operations:

Net investment
income (loss) .27 .38 .46 .45 .25 .38 .49 .59 .56 .32

Net gains (losses) (both
realized and unrealized) 1.15 (.37) 2.59 .93 1.11 1.16 (.36) 2.61 .93 1.11

Total from investment
operations 1.42 .01 3.05 1.38 1.36 1.54 .13 3.20 1.49 1.43

Less distributions:

Dividends from net
investment income (.26) (.38) (.43) (.44) (.37) (.37) (.49) (.55) (.54) (.41)

Distributions from
realized gains (1.51) (1.67) (.84) (.13) - (1.51) (1.67) (.84) (.13) -

Total distributions (1.77) (2.05) (1.27) (.57) (.37) (1.88) (2.16) (1.39) (.67) (.41)

Net asset value, end
of period $12.86 $13.21 $15.25 $13.47 $12.66 $12.95 $13.29 $15.32 $13.51 $12.69

Ratios/supplemental data

Net assets, end of period
(in millions) $459 $360 $264 $133 $33 $1,145 $1,339 $1,337 $1,114 $876

Ratio of expenses to average
daily net assetsc 1.53% 1.56% 1.59% 1.64% 1.65%d .73% .73% .70% .70% .70%d

Ratio of net investment
income (loss) to average
daily net assets 1.98% 2.58% 3.28% 3.32% 3.94%d 2.79% 3.42% 4.13% 4.18% 4.58%d

Portfolio turnover rate
(excluding short-term
securities) 134% 98% 49% 45% 38% 134% 98% 49% 45% 38%

Total returne 10.93% (.07%) 23.93% 10.99% 11.70% 11.90% .77% 25.04% 12.02% 12.20%

</TABLE>

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
d Adjusted to an annual basis.
e Total return does not reflect payment of a sales charge.

<PAGE>

American Express
Financial Advisors

This Fund, along with the other American Express funds, is distributed by
American Express Financial Advisors Inc. and can be found under the "Amer
Express" banner in most mutual fund quotations.

American Express Client Service Corporation
P.O. Box 534, Minneapolis, MN 55440-0534
800-862-7919 TTY: 800-846-4852

Web site address:
http://www.americanexpress.com/advisors

Investment Company Act File #811-54

TICKER SYMBOL

Class A: INMUX Class B: IDMBX Class Y: IDMYX

S-6326-99 P (11/99)

<PAGE>

AXPSM INVESTMENT SERIES, INC.

STATEMENT OF ADDITIONAL INFORMATION

FOR

AXPSM DIVERSIFIED EQUITY INCOME FUND (the Fund)

Nov. 29, 1999

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus and the financial statements contained in the
most recent Annual Report to shareholders (Annual Report) that may be obtained
from your American Express financial advisor or by writing to American Express
Shareholder Service, P.O. Box 534, Minneapolis, MN 55440-0534 or by calling
800-862-7919.

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

<PAGE>

TABLE OF CONTENTS

Mutual Fund Checklist.........................................p. 3

Fundamental Investment Policies...............................p. 5

Investment Strategies and Types of Investments................p. 6

Information Regarding Risks and Investment Strategies.........p. 8

Security Transactions..........................................p.31

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.........................p.33

Performance Information........................................p.34

Valuing Fund Shares............................................p.35

Investing in the Fund..........................................p.36

Selling Shares.................................................p.39

Pay-out Plans..................................................p.40

Taxes..........................................................p.41

Agreements.....................................................p.43

Organizational Information.....................................p.46

Board Members and Officers.....................................p.48

Compensation for Board Members.................................p.51

Independent Auditors...........................................p.51

Appendix: Description of Ratings..............................p.52

<PAGE>

MUTUAL FUND CHECKLIST
- --------------------------------------------------------------------------------

|X| ALL mutual funds have costs that lower investment
return.

|X|
You can buy some mutual funds by contacting them
directly. Others, like this one, are sold mainly
through brokers, banks, financial planners, or
insurance agents. If you buy through these
financial professionals, you generally will pay a
sales charge.
|X|
Shop around. Compare a mutual fund with others of
the same type before you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

Have a plan - even a simple plan can help you take control of your financial
future. Review your plan with your advisor at least once a year or more
frequently if your circumstances change.

Dollar-Cost Averaging

An investment 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 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 through changing market conditions to accumulate shares to meet
long-term goals.

<PAGE>

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)

Diversify

Diversify your portfolio. By investing in different asset classes and different
economic environments you help protect against poor performance in one type of
investment while including investments most likely to help you achieve your
important goals.

Understand Your Investment

Know what you are buying. Make sure you understand the potential risks, rewards,
costs, and expenses associated with each of your investments.

<PAGE>

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

The Fund pursues its investment objective by investing all of its assets in
Equity Income Portfolio (the Portfolio) of Growth and Income Trust (the Trust),
a separate investment company, rather than by directly investing in and managing
its own portfolio of securities. The Portfolio has the same investment
objectives, policies, and restrictions as the Fund. References to "Fund" in this
SAI, where applicable, refer to the Fund and Portfolio, collectively, to the
Fund, singularly, or to the Portfolio, singularly.

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

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

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

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

o Borrow money or property, except as a temporary measure for extraordinary
or emergency purposes, in an amount not exceeding one-third of the market
value of its total assets (including borrowings) less liabilities (other
than borrowings) immediately after the borrowing.

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

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

o Invest more than 5% of its total assets in securities of any one company,
government, or political subdivision thereof, except the limitation will
not apply to investments in securities issued by the U.S. government, its
agencies, or instrumentalities, and except that up to 25% of the Fund's
total assets may be invested without regard to this 5% limitation.

o Buy or sell real estate, unless acquired as a result of ownership of
securities or other instruments, except this shall not prevent the Fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business or real estate
investment trusts. For purposes of this policy, real estate includes real
estate limited partnerships.

o Buy or sell physical commodities unless acquired as a result of ownership
of securities or other instruments, except this shall not prevent the Fund
from buying or selling options and futures contracts or from investing in
securities or other instruments backed by, or whose value is derived from,
physical commodities.

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

o Concentrate in any one industry. According to the present interpretation by
the Securities and Exchange Commission (SEC), this means no more than 25%
of the Fund's total assets, based on current market value at the time of
purchase, can be invested in any one industry.

Except for the fundamental investment policies listed above, the other
investment policies described in the prospectus and in this SAI are not
fundamental and may be changed by the board at any time.

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
- --------------------------------------------------------------------------------

This table shows various investment strategies and investments that many funds
are allowed to engage in and purchase. It is intended to show the breadth of
investments that the investment manager may make on behalf of the Fund. For a
description of principal risks, please see the prospectus. Notwithstanding the
Fund's ability to utilize these strategies and techniques, the investment
manager is not obligated to use them at any particular time. For example, even
though the investment manager is authorized to adopt temporary defensive
positions and is authorized to attempt to hedge against certain types of risk,
these practices are left to the investment manager's sole discretion.

- -------------------------------------------------------------------------
Investment strategies & types of investments: allowable for the Fund?
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Agency and Government Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Borrowing Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Cash/Money Market Instruments Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Collateralized Bond Obligations Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Commercial Paper Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Common Stock Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Convertible Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Corporate Bonds Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Debt Obligations Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Depositary Receipts Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Derivative Instruments Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Foreign Currency Transactions Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Foreign Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
High-Yield (High-Risk) Securities (Junk Bonds) Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Illiquid and Restricted Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Indexed Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Inverse Floaters No
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Investment Companies Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Lending of Portfolio Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Loan Participations Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Mortgage- and Asset-Backed Securities Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Mortgage Dollar Rolls No
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Municipal Obligations Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Preferred Stock Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Real Estate Investment Trusts Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Repurchase Agreements Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Reverse Repurchase Agreements Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Short Sales No
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Sovereign Debt Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Structured Products Yes
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Variable- or Floating-Rate Securities Yes
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Warrants Yes
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When-Issued Securities Yes
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Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities Yes
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<PAGE>

The following are guidelines that may be changed by the board at any time:

o Under normal market conditions, the Fund will invest at least 65% of its
net assets in dividend-paying common and preferred stocks.

o No more than 20% of the Fund's net assets may be invested in bonds below
investment grade unless the bonds are convertible securities.

o The Fund may invest up to 25% of its total assets in foreign investments.

o No more than 5% of the Fund's net assets can be used at any one time for
good faith deposits on futures and premiums for options on futures that do
not offset existing investment positions.

o No more than 10% of the Fund's net assets will be held in securities and
other instruments that are illiquid.

o Ordinarily, less than 25% of the Fund's total assets are invested in money
market instruments.

o The Fund will not buy on margin or sell short, except the Fund may make
margin payments in connection with transactions in futures contracts.

o The Fund will not invest in a company to control or manage it.

o The Fund will not invest more than 10% of its total assets in securities of
investment companies.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES
- -------------------------------------------------------------------------------

RISKS

The following is a summary of common risk characteristics. Following this
summary is a description of certain investments and investment strategies and
the risks most commonly associated with them (including certain risks not
described below and, in some cases, a more comprehensive discussion of how the
risks apply to a particular investment or investment strategy). Please remember
that a mutual fund's risk profile is largely defined by the fund's primary
securities and investment strategies. However, most mutual funds are allowed to
use certain other strategies and investments that may have different risk
characteristics. Accordingly, one or more of the following types of risk will be
associated with the Fund at any time (for a description of principal risks,
please see the prospectus):

Call/Prepayment Risk

The risk that a bond or other security might be called (or otherwise converted,
prepaid, or redeemed) before maturity. This type of risk is closely related to
"reinvestment risk."

Correlation Risk

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

Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

The following are all components of foreign/emerging markets risk:

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

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

Custody risk refers to the process of clearing and settling trades. It
also covers holding securities with local agents and depositories. Low trading
volumes and volatile prices in less developed markets make trades harder to
complete and settle. Local agents are held only to the standard of care of the
local market. Governments or trade groups may compel local agents to hold
securities in designated depositories that are

<PAGE>

not subject to independent evaluation. The less developed a country's securities
market is, the greater the likelihood of problems occurring.

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

Inflation Risk

Interest Rate Risk

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

Issuer Risk

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

Legal/Legislative Risk

Congress and other governmental units have the power to change existing laws
affecting securities. A change in law might affect an investment adversely.

Leverage Risk

Some derivative investments (such as options, futures, or options on futures)
require little or no initial payment and base their price on a security, a
currency, or an index. A small change in the value of the underlying security,
currency, or index may cause a sizable gain or loss in the price of the
instrument.

Liquidity Risk

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

Management Risk

The risk that a strategy or selection method utilized by the investment manager
may fail to produce the intended result. When all other factors have been
accounted for and the investment manager chooses an investment, there is always
the possibility that the choice will be a poor one.

Market Risk

<PAGE>

Reinvestment Risk

The risk that an investor will not be able to reinvest income or principal at
the same rate it currently is earning.

Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

The following information supplements the discussion of the Fund's investment
objectives, policies, and strategies that are described in the prospectus and in
this SAI. The following describes many strategies that many mutual funds use and
types of securities that they purchase. Please refer to the section entitled
Investment Strategies and Types of Investments to see which are applicable to
the Fund.

Agency and Government Securities

The U.S. government and its agencies issue many different types of securities.
U.S. Treasury bonds, notes, and bills and securities including mortgage pass
through certificates of the Government National Mortgage Association (GNMA) are
guaranteed by the U.S. government. Other U.S. government securities are issued
or guaranteed by federal agencies or government-sponsored enterprises but are
not guaranteed by the U.S. government. This may increase the credit risk
associated with these investments.

Government-sponsored entities issuing securities include privately owned,
publicly chartered entities created to reduce borrowing costs for certain
sectors of the economy, such as farmers, homeowners, and students. They include
the Federal Farm Credit Bank System, Farm Credit Financial Assistance
Corporation, Federal Home Loan Bank, FHLMC, FNMA, Student Loan Marketing
Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored
entities may issue discount notes (with maturities ranging from overnight to 360
days) and bonds. Agency and government securities are subject to the same
concerns as other debt obligations. (See also Debt Obligations and Mortgage- and
Asset-Backed Securities.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with agency and government securities include:
Call/Prepayment Risk, Inflation Risk, Interest Rate Risk, Management Risk, and
Reinvestment Risk.

Borrowing

The Fund may borrow money from banks for temporary or emergency purposes and
make other investments or engage in other transactions permissible under the
1940 Act that may be considered a borrowing (such as derivative instruments).
Borrowings are subject to costs (in addition to any interest that may be paid)
and typically reduce the Fund's total return. Except as qualified above,
however, the Fund will not buy securities on margin.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with borrowing include: Inflation Risk and Management
Risk.

Cash/Money Market Instruments

The Fund may maintain a portion of its assets in cash and cash-equivalent
investments. Cash-equivalent investments include short-term U.S. and Canadian
government securities and negotiable certificates of deposit, non-negotiable
fixed-time deposits, bankers' acceptances, and letters of credit of banks or
savings and loan associations having capital, surplus, and undivided profits (as
of the date of its most recently published annual financial statements) in
excess of $100 million (or the equivalent in the instance of a foreign branch of
a U.S. bank) at the date of investment. The Fund also may purchase short-term
notes and obligations of U.S. and foreign banks and corporations and may use
repurchase agreements with broker-dealers registered under the Securities
Exchange Act of 1934 and with commercial banks. (See also Commercial Paper, Debt
Obligations, Repurchase Agreements, and Variable- or Floating-Rate Securities.)
These types of instruments generally offer low rates of return and subject the
Fund to certain costs and expenses.

See the appendix for a discussion of securities ratings.

<PAGE>

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with cash/money market instruments include: Credit
Risk, Inflation Risk, and Management Risk.

Collateralized Bond Obligations

Collateralized bond obligations (CBOs) are investment grade bonds backed by a
pool of junk bonds. CBOs are similar in concept to collateralized mortgage
obligations (CMOs), but differ in that CBOs represent different degrees of
credit quality rather than different maturities. (See also Mortgage- and
Asset-Backed Securities.) Underwriters of CBOs package a large and diversified
pool of high-risk, high-yield junk bonds, which is then separated into "tiers."
Typically, the first tier represents the higher quality collateral and pays the
lowest interest rate; the second tier is backed by riskier bonds and pays a
higher rate; the third tier represents the lowest credit quality and instead of
receiving a fixed interest rate receives the residual interest payments--money
that is left over after the higher tiers have been paid. CBOs, like CMOs, are
substantially overcollateralized and this, plus the diversification of the pool
backing them, earns them investment-grade bond ratings. Holders of third-tier
CBOs stand to earn high yields or less money depending on the rate of defaults
in the collateral pool. (See also High-Yield (High-Risk) Securities.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with CBOs include: Call/Prepayment Risk, Credit Risk,
Interest Rate Risk, and Management Risk.

Commercial Paper

Commercial paper is a short-term debt obligation with a maturity ranging from 2
to 270 days issued by banks, corporations, and other borrowers. It is sold to
investors with temporary idle cash as a way to increase returns on a short-term
basis. These instruments are generally unsecured, which increases the credit
risk associated with this type of investment. (See also Debt Obligations and
Illiquid and Restricted Securities.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with commercial paper include: Credit Risk, Liquidity
Risk, and Management Risk.

Common Stock

Common stock represents units of ownership in a corporation. Owners typically
are entitled to vote on the selection of directors and other important matters
as well as to receive dividends on their holdings. In the event that a
corporation is liquidated, the claims of secured and unsecured creditors and
owners of bonds and preferred stock take precedence over the claims of those who
own common stock.

The price of common stock is generally determined by corporate earnings, type of
products or services offered, projected growth rates, experience of management,
liquidity, and general market conditions for the markets on which the stock
trades.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with common stock include: Issuer Risk, Management
Risk, Market Risk, and Small Company Risk.

Convertible Securities

Convertible securities are bonds, debentures, notes, preferred stocks, or other
securities that may be converted into common stock of the same or a different
issuer within a particular period of time at a specified price. Some convertible
securities, such as preferred equity-redemption cumulative stock (PERCs), have
mandatory conversion features. Others are voluntary. A convertible security
entitles the holder to receive interest normally paid or accrued on debt or the
dividend paid on preferred stock until the

<PAGE>

convertible security matures or is redeemed, converted, or exchanged.
Convertible securities have unique investment characteristics in that they
generally (i) have higher yields than common stocks but lower yields than
comparable non-convertible securities, (ii) are less subject to fluctuation in
value than the underlying stock since they have fixed income characteristics,
and (iii) provide the potential for capital appreciation if the market price of
the underlying common stock increases.

The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or
exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security
generally will sell at a premium over its conversion value by the extent to
which investors place value on the right to acquire the underlying common stock
while holding a fixed income security.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with convertible securities include: Call/Prepayment
Risk, Interest Rate Risk, Issuer Risk, Management Risk, Market Risk, and
Reinvestment Risk.

Corporate Bonds

Corporate bonds are debt obligations issued by private corporations, as distinct
from bonds issued by a government agency or a municipality. Corporate bonds
typically have four distinguishing features: (1) they are taxable; (2) they have
a par value of $1,000; (3) they have a term maturity, which means they come due
all at once; and (4) many are traded on major exchanges. Corporate bonds are
subject to the same concerns as other debt obligations. (See also Debt
Obligations and High-Yield (High-Risk) Securities.)

Corporate bonds may be either secured or unsecured. Unsecured corporate bonds
are generally referred to as "debentures." See the appendix for a discussion of
securities ratings.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with corporate bonds include: Call/Prepayment Risk,
Credit Risk, Interest Rate Risk, Issuer Risk, Management Risk, and Reinvestment
Risk.

Debt Obligations

Many different types of debt obligations exist (for example, bills, bonds, or
notes). Issuers of debt obligations have a contractual obligation to pay
interest at a specified rate on specified dates and to repay principal on a
specified maturity date. Certain debt obligations (usually intermediate- and
long-term bonds) have provisions that allow the issuer to redeem or "call" a
bond before its maturity. Issuers are most likely to call these securities
during periods of falling interest rates. When this happens, an investor may
have to replace these securities with lower yielding securities, which could
result in a lower return.

The market value of debt obligations is affected primarily by changes in
prevailing interest rates and the issuers perceived ability to repay the debt.
The market value of a debt obligation generally reacts inversely to interest
rate changes. When prevailing interest rates decline, the price usually rises,
and when prevailing interest rates rise, the price usually declines.

<PAGE>

In general, the longer the maturity of a debt obligation, the higher its yield
and the greater the sensitivity to changes in interest rates. Conversely, the
shorter the maturity, the lower the yield but the greater the price stability.

As noted, the values of debt obligations also may be affected by changes in the
credit rating or financial condition of their issuers. Generally, the lower the
quality rating of a security, the higher the degree of risk as to the payment of
interest and return of principal. To compensate investors for taking on such
increased risk, those issuers deemed to be less creditworthy generally must
offer their investors higher interest rates than do issuers with better credit
ratings. (See also Agency and Government Securities, Corporate Bonds, and
High-Yield (High-Risk) Securities.)

All ratings limitations are applied at the time of purchase. Subsequent to
purchase, a debt security may cease to be rated or its rating may be reduced
below the minimum required for purchase by the Fund. Neither event will require
the sale of such a security, but it will be a factor in considering whether to
continue to hold the security. To the extent that ratings change as a result of
changes in a rating organization or their rating systems, the Fund will attempt
to use comparable ratings as standards for selecting investments.

See the appendix for a discussion of securities ratings.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with debt obligations include: Call/Prepayment Risk,
Credit Risk, Interest Rate Risk, Issuer Risk, Management Risk, and Reinvestment
Risk.

Depositary Receipts

Some foreign securities are traded in the form of American Depositary Receipts
(ADRs). ADRs are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying securities of foreign issuers. European
Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are receipts
typically issued by foreign banks or trust companies, evidencing ownership of
underlying securities issued by either a foreign or U.S. issuer. Generally,
depositary receipts in registered form are designed for use in the U.S. and
depositary receipts in bearer form are designed for use in securities markets
outside the U.S. Depositary receipts may not necessarily be denominated in the
same currency as the underlying securities into which they may be converted.
Depositary receipts involve the risks of other investments in foreign
securities. In addition, ADR holders may not have all the legal rights of
shareholders and may experience difficulty in receiving shareholder
communications. (See also Common Stock and Foreign Securities.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with depositary receipts include: Foreign/Emerging
Markets Risk, Issuer Risk, Management Risk, and Market Risk.

Derivative Instruments

Derivative instruments are commonly defined to include securities or contracts
whose values depend, in whole or in part, on (or "derive" from) the value of one
or more other assets, such as securities, currencies, or commodities.

A derivative instrument generally consists of, is based upon, or exhibits
characteristics similar to options or forward contracts. Such instruments may be
used to maintain cash reserves while remaining fully invested, to offset
anticipated declines in values of investments, to facilitate trading, to reduce
transaction costs, or to pursue higher investment returns. Derivative
instruments are characterized by requiring little or no initial payment. Their
value changes daily based on a security, a currency, a group of securities or
currencies, or an index. A small change in the value of the underlying security,
currency, or index can cause a sizable percentage gain or loss in the price of
the derivative instrument.

<PAGE>

Options and forward contracts are considered to be the basic "building blocks"
of derivatives. For example, forward-based derivatives include forward
contracts, swap contracts, and exchange-traded futures. Forward-based
derivatives are sometimes referred to generically as "futures contracts."
Option-based derivatives include privately negotiated, over-the-counter (OTC)
options (including caps, floors, collars, and options on futures) and
exchange-traded options on futures. Diverse types of derivatives may be created
by combining options or futures in different ways, and by applying these
structures to a wide range of underlying assets.

Options. An option is a contract. A person who buys a call option for a
security has the right to buy the security at a set price for the length of the
contract. A person who sells a call option is called a writer. The writer of a
call option agrees for the length of the contract to sell the security at the
set price when the buyer wants to exercise the option, no matter what the market
price of the security is at that time. A person who buys a put option has the
right to sell a security at a set price for the length of the contract. A person
who writes a put option agrees to buy the security at the set price if the
purchaser wants to exercise the option during the length of the contract, no
matter what the market price of the security is at that time. An option is
covered if the writer owns the security (in the case of a call) or sets aside
the cash or securities of equivalent value (in the case of a put) that would be
required upon exercise.

The price paid by the buyer for an option is called a premium. In addition to
the premium, the buyer generally pays a broker a commission. The writer receives
a premium, less another commission, at the time the option is written. The
premium received by the writer is retained whether or not the option is
exercised. A writer of a call option may have to sell the security for a
below-market price if the market price rises above the exercise price. A writer
of a put option may have to pay an above-market price for the security if its
market price decreases below the exercise price.

When an option is purchased, the buyer pays a premium and a commission. It then
pays a second commission on the purchase or sale of the underlying security when
the option is exercised. For record keeping and tax purposes, the price obtained
on the sale of the underlying security is the combination of the exercise price,
the premium, and both commissions.

One of the risks an investor assumes when it buys an option is the loss of the
premium. To be beneficial to the investor, the price of the underlying security
must change within the time set by the option contract. Furthermore, the change
must be sufficient to cover the premium paid, the commissions paid both in the
acquisition of the option and in a closing transaction or in the exercise of the
option and sale (in the case of a call) or purchase (in the case of a put) of
the underlying security. Even then, the price change in the underlying security
does not ensure a profit since prices in the option market may not reflect such
a change.

Options on many securities are listed on options exchanges. If the Fund writes
listed options, it will follow the rules of the options exchange. Options are
valued at the close of the New York Stock Exchange. An option listed on a
national exchange, CBOE, or NASDAQ will be valued at the last quoted sales price
or, if such a price is not readily available, at the mean of the last bid and
ask prices.

Options on certain securities are not actively traded on any exchange, but may
be entered into directly with a dealer. These options may be more difficult to
close. If an investor is unable to effect a closing purchase transaction, it
will not be able to sell the underlying security until the call written by the
investor expires or is exercised.

Futures Contracts. A futures contract is a sales contract between a
buyer (holding the "long" position) and a seller (holding the "short" position)
for an asset with delivery deferred until a future date. The buyer agrees to pay
a fixed price at the agreed future date and the seller agrees to deliver the
asset. The seller hopes that the market price on the delivery date is less than
the agreed upon price, while the buyer hopes for the contrary. Many futures
contracts trade in a manner similar to the way a stock trades on a stock
exchange and the commodity exchanges.

<PAGE>

Generally, a futures contract is terminated by entering into an offsetting
transaction. An offsetting transaction is effected by an investor taking an
opposite position. At the time a futures contract is made, a good faith deposit
called initial margin is set up. Daily thereafter, the futures contract is
valued and the payment of variation margin is required so that each day a buyer
would pay out cash in an amount equal to any decline in the contract's value or
receive cash equal to any increase. At the time a futures contract is closed
out, a nominal commission is paid, which is generally lower than the commission
on a comparable transaction in the cash market.

Futures contracts may be based on various securities, securities indices (such
as the S&P 500 Index), foreign currencies and other financial instruments and
indices.

Options on Futures Contracts. Options on futures contracts give the
holder a right to buy or sell futures contracts in the future. Unlike a futures
contract, which requires the parties to the contract to buy and sell a security
on a set date (some futures are settled in cash), an option on a futures
contract merely entitles its holder to decide on or before a future date (within
nine months of the date of issue) whether to enter into a contract. If the
holder decides not to enter into the contract, all that is lost is the amount
(premium) paid for the option. Further, because the value of the option is fixed
at the point of sale, there are no daily payments of cash to reflect the change
in the value of the underlying contract. However, since an option gives the
buyer the right to enter into a contract at a set price for a fixed period of
time, its value does change daily.

One of the risks in buying an option on a futures contract is the loss of the
premium paid for the option. The risk involved in writing options on futures
contracts an investor owns, or on securities held in its portfolio, is that
there could be an increase in the market value of these contracts or securities.
If that occurred, the option would be exercised and the asset sold at a lower
price than the cash market price. To some extent, the risk of not realizing a
gain could be reduced by entering into a closing transaction. An investor could
enter into a closing transaction by purchasing an option with the same terms as
the one previously sold. The cost to close the option and terminate the
investor's obligation, however, might still result in a loss. Further, the
investor might not be able to close the option because of insufficient activity
in the options market. Purchasing options also limits the use of monies that
might otherwise be available for long-term investments.

Options on Stock Indexes. Options on stock indexes are securities
traded on national securities exchanges. An option on a stock index is similar
to an option on a futures contract except all settlements are in cash. A fund
exercising a put, for example, would receive the difference between the exercise
price and the current index level.

Tax Treatment. As permitted under federal income tax laws and to the
extent the Fund is allowed to invest in futures contacts, the Fund intends to
identify futures contracts as mixed straddles and not mark them to market, that
is, not treat them as having been sold at the end of the year at market value.
Such an election may result in the Fund being required to defer recognizing
losses incurred on futures contracts and on underlying securities identified as
hedged positions and require recognition of unrealized gain.

Federal income tax treatment of gains or losses from transactions in options on
futures contracts and indexes will depend on whether the option is a section
1256 contract. If the option is a non-equity option, the Fund will either make a
1256(d) election and treat the option as a mixed straddle or mark to market the
option at fiscal year end and treat the gain/loss as 40% short-term and 60%
long-term.

The IRS has ruled publicly that an exchange-traded call option is a security for
purposes of the 50%-of-assets test and that its issuer is the issuer of the
underlying security, not the writer of the option, for purposes of the
diversification requirements.

<PAGE>

Accounting for futures contracts will be according to generally accepted
accounting principles. Initial margin deposits will be recognized as assets due
from a broker (the Fund's agent in acquiring the futures position). During the
period the futures contract is open, changes in value of the contract will be
recognized as unrealized gains or losses by marking to market on a daily basis
to reflect the market value of the contract at the end of each day's trading.
Variation margin payments will be made or received depending upon whether gains
or losses are incurred. All contracts and options will be valued at the
last-quoted sales price on their primary exchange.

Other Risks of Derivatives.

Derivatives are risky investments.

The primary risk of derivatives is the same as the risk of the underlying asset,
namely that the value of the underlying asset may go up or down. Adverse
movements in the value of an underlying asset can expose an investor to losses.
Derivative instruments may include elements of leverage and, accordingly, the
fluctuation of the value of the derivative instrument in relation to the
underlying asset may be magnified. The successful use of derivative instruments
depends upon a variety of factors, particularly the investment manager's ability
to predict movements of the securities, currencies, and commodity markets, which
requires different skills than predicting changes in the prices of individual
securities.
There can be no assurance that any particular strategy will succeed.

Another risk is the risk that a loss may be sustained as a result of the failure
of a counterparty to comply with the terms of a derivative instrument. The
counterparty risk for exchange-traded derivative instruments is generally less
than for privately-negotiated or OTC derivative instruments, since generally a
clearing agency, which is the issuer or counterparty to each exchange-traded
instrument, provides a guarantee of performance. For privately-negotiated
instruments, there is no similar clearing agency guarantee. In all transactions,
an investor will bear the risk that the counterparty will default, and this
could result in a loss of the expected benefit of the derivative transaction and
possibly other losses.

When a derivative transaction is used to completely hedge another position,
changes in the market value of the combined position (the derivative instrument
plus the position being hedged) result from an imperfect correlation between the
price movements of the two instruments. With a perfect hedge, the value of the
combined position remains unchanged for any change in the price of the
underlying asset. With an imperfect hedge, the values of the derivative
instrument and its hedge are not perfectly correlated. For example, if the value
of a derivative instrument used in a short hedge (such as writing a call option,
buying a put option, or selling a futures contract) increased by less than the
decline in value of the hedged investment, the hedge would not be perfectly
correlated. Such a lack of correlation might occur due to factors unrelated to
the value of the investments being hedged, such as speculative or other
pressures on the markets in which these instruments are traded.

Derivatives also are subject to the risk that they cannot be sold, closed out,
or replaced quickly at or very close to their fundamental value. Generally,
exchange contracts are very liquid because the exchange clearinghouse is the
counterparty of every contract. OTC transactions are less liquid than
exchange-traded derivatives since they often can only be closed out with the
other party to the transaction.

Another risk is caused by the legal unenforcibility of a party's obligations
under the derivative. A counterparty that has lost money in a derivative
transaction may try to avoid payment by exploiting various legal uncertainties
about certain derivative products.

(See also Foreign Currency Transactions.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with derivative instruments include: Leverage Risk,
Liquidity Risk, and Management Risk.

<PAGE>

Foreign Currency Transactions

Since investments in foreign countries usually involve currencies of foreign
countries, the value of the Fund's assets as measured in U.S. dollars may be
affected favorably or unfavorably by changes in currency exchange rates and
exchange control regulations. Also, the Fund may incur costs in connection with
conversions between various currencies. Currency exchange rates may fluctuate
significantly over short periods of time causing the Fund's NAV to fluctuate.
Currency exchange rates are generally determined by the forces of supply and
demand in the foreign exchange markets, actual or anticipated changes in
interest rates, and other complex factors. Currency exchange rates also can be
affected by the intervention of U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political developments.

Spot Rates and Derivative Instruments. The Fund conducts its foreign currency
exchange transactions either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward contracts) as a hedge against fluctuations in future foreign exchange
rates. (See also Derivative Instruments). These contracts are traded in the
interbank market conducted directly between currency traders (usually large
commercial banks) and their customers. Because foreign currency transactions
occurring in the interbank market might involve substantially larger amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward contracts to settle a security transaction or
handle dividend and interest collection. When the Fund enters into a contract
for the purchase or sale of a security denominated in a foreign currency or has
been notified of a dividend or interest payment, it may desire to lock in the
price of the security or the amount of the payment in dollars. By entering into
a forward contract, the Fund will be able to protect itself against a possible
loss resulting from an adverse change in the relationship between different
currencies from the date the security is purchased or sold to the date on which
payment is made or received or when the dividend or interest is actually
received.

The Fund also may enter into forward contracts when management of the Fund
believes the currency of a particular foreign country may change in relationship
to another currency. The precise matching of forward contract amounts and the
value of securities involved generally will not be possible since the future
value of securities in foreign currencies more than likely will change between
the date the forward contract is entered into and the date it matures. The
projection of short-term currency market movements is extremely difficult and
successful execution of a short-term hedging strategy is highly uncertain. The
Fund will not enter into such forward contracts or maintain a net exposure to
such contracts when consummating the contracts would obligate the Fund to
deliver an amount of foreign currency in excess of the value of the Fund's
securities or other assets denominated in that currency.

The Fund will designate cash or securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second circumstance set forth above. If the value of the securities
declines, additional cash or securities will be designated on a daily basis so
that the value of the cash or securities will equal the amount of the Fund's
commitments on such contracts.

At maturity of a forward contract, the Fund may either sell the security and
make delivery of the foreign currency or retain the security and terminate its
contractual obligation to deliver the foreign currency by purchasing an
offsetting contract with the same currency trader obligating it to buy, on the
same maturity date, the same amount of foreign currency.

<PAGE>

If the Fund retains the security and engages in an offsetting transaction, the
Fund will incur a gain or loss (as described below) to the extent there has been
movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an offsetting contract for purchasing the foreign currency, the Fund will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to buy. Should forward
prices increase, the Fund will suffer a loss to the extent the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities will be at the
expiration of a contract. Accordingly, it may be necessary for the Fund to buy
additional foreign currency on the spot market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received on
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver.

The Fund's dealing in forward contracts will be limited to the transactions
described above. This method of protecting the value of the Fund's securities
against a decline in the value of a currency does not eliminate fluctuations in
the underlying prices of the securities. It simply establishes a rate of
exchange that can be achieved at some point in time. Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S. dollars,
it does not intend to convert its foreign currencies into U.S. dollars on a
daily basis. It will do so from time to time, and shareholders should be aware
of currency conversion costs. Although foreign exchange dealers do not charge a
fee for conversion, they do realize a profit based on the difference (spread)
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.

Options on Foreign Currencies. The Fund may buy options on foreign currencies
for hedging purposes. For example, a decline in the dollar value of a foreign
currency in which securities are denominated will reduce the dollar value of
such securities, even if their value in the foreign currency remains constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy options on the foreign currency. If the value of the currency does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars and will offset, in whole or in part, the adverse effect on its
portfolio that otherwise would have resulted.

As in the case of other types of options, however, the benefit to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the premium and related transaction costs. In addition, where currency
exchange rates do not move in the direction or to the extent anticipated, the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign currencies for the same types of hedging
purposes. For example, when the Fund anticipates a decline in the dollar value
of foreign-denominated securities due to adverse fluctuations in exchange rates
it could, instead of purchasing a put option, write a call option on the
relevant currency. If the expected decline occurs, the option will most likely
not be exercised and the diminution in value of securities will be fully or
partially offset by the amount of the premium received.

<PAGE>

As in the case of other types of options, however, the writing of a foreign
currency option will constitute only a partial hedge up to the amount of the
premium, and only if rates move in the expected direction. If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the underlying currency at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered. An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate right to acquire that currency without
additional cash consideration upon conversion of assets denominated in that
currency or exchange of other currency held in its portfolio. An option writer
could lose amounts substantially in excess of its initial investments, due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial institutions acting
as market-makers, although foreign currency options also are traded on certain
national securities exchanges, such as the Philadelphia Stock Exchange and the
Chicago Board Options Exchange, subject to SEC regulation. In an
over-the-counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there are no daily
price fluctuation limits, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the purchaser of an
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing Corporation (OCC), thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more readily available
than in the over-the-counter market, potentially permitting the Fund to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of
options written, the nature of the foreign currency market, possible
intervention by governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and settlement of such options must be made exclusively through the
OCC, which has established banking relationships in certain foreign countries
for that purpose. As a result, the OCC may, if it determines that foreign
governmental restrictions or taxes would prevent the orderly settlement of
foreign currency option exercises, or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement, such
as technical changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency Futures and Related Options. The Fund may enter into currency
futures contracts to sell currencies. It also may buy put options and write
covered call options on currency futures. Currency futures contracts are similar
to currency forward contracts, except that they are traded on exchanges (and
have margin requirements) and are standardized as to contract size and delivery
date. Most currency futures call for payment of delivery in U.S. dollars. The
Fund may use currency futures for the same purposes as currency forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates, but will not reflect other factors that may affect the value of
the Fund's investments. A currency hedge, for example, should protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's investments denominated in foreign currency will change in
response to many factors other than exchange rates, it may not be possible to
match the amount of a forward contract to the value of the Fund's investments
denominated in that currency over time.

<PAGE>

The Fund will hold securities or other options or futures positions whose values
are expected to offset its obligations. The Fund will not enter into an option
or futures position that exposes the Fund to an obligation to another party
unless it owns either (i) an offsetting position in securities or (ii) cash,
receivables and short-term debt securities with a value sufficient to cover its
potential obligations.

(See also Derivative Instruments and Foreign Securities.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with foreign currency transactions include: Correlation
Risk, Interest Rate Risk, Leverage Risk, Liquidity Risk, and Management Risk.

Foreign Securities and Domestic Companies with Foreign Operations

Foreign securities, foreign currencies, and securities issued by U.S. entities
with substantial foreign operations involve special risks, including those set
forth below, which are not typically associated with investing in U.S.
securities. Foreign companies are not generally subject to uniform accounting,
auditing, and financial reporting standards comparable to those applicable to
domestic companies. Additionally, many foreign stock markets, while growing in
volume of trading activity, have substantially less volume than the New York
Stock Exchange, and securities of some foreign companies are less liquid and
more volatile than securities of domestic companies. Similarly, volume and
liquidity in most foreign bond markets are less than the volume and liquidity in
the U.S. and, at times, volatility of price can be greater than in the U.S.
Further, foreign markets have different clearance, settlement, registration, and
communication procedures and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions making it difficult to conduct such transactions. Delays in such
procedures could result in temporary periods when assets are uninvested and no
return is earned on them. The inability of an investor to make intended security
purchases due to such problems could cause the investor to miss attractive
investment opportunities. Payment for securities without delivery may be
required in certain foreign markets and, when participating in new issues, some
foreign countries require payment to be made in advance of issuance (at the time
of issuance, the market value of the security may be more or less than the
purchase price). Some foreign markets also have compulsory depositories (i.e.,
an investor does not have a choice as to where the securities are held). Fixed
commissions on some foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges. Further, an investor may encounter difficulties
or be unable to pursue legal remedies and obtain judgments in foreign courts.
There is generally less government supervision and regulation of business and
industry practices, stock exchanges, brokers, and listed companies than in the
U.S. It may be more difficult for an investor's agents to keep currently
informed about corporate actions such as stock dividends or other matters that
may affect the prices of portfolio securities. Communications between the U.S.
and foreign countries may be less reliable than within the U.S., thus increasing
the risk of delays or loss of certificates for portfolio securities. In
addition, with respect to certain foreign countries, there is the possibility of
nationalization, expropriation, the imposition of additional withholding or
confiscatory taxes, political, social, or economic instability, diplomatic
developments that could affect investments in those countries, or other
unforeseen actions by regulatory bodies (such as changes to settlement or
custody procedures).

The risks of foreign investing may be magnified for investments in emerging
markets, which may have relatively unstable governments, economies based on only
a few industries, and securities markets that trade a small number of
securities.

<PAGE>

currencies during the transition period from January 1, 1999 to December 31,
2000 and beyond; whether the interest rate, tax or labor regimes of European
countries participating in the euro will converge over time; and whether the
conversion of the currencies of other EU countries such as the United Kingdom,
Denmark, and Greece into the euro and the admission of other non-EU countries
such as Poland, Latvia, and Lithuania as members of the EU may have an impact on
the euro.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with foreign securities include: Foreign/Emerging
Markets Risk, Issuer Risk, and Management Risk.

High-Yield (High-Risk) Securities (Junk Bonds)

High yield (high-risk) securities are sometimes referred to as "junk bonds."
They are non-investment grade (lower quality) securities that have speculative
characteristics. Lower quality securities, while generally offering higher
yields than investment grade securities with similar maturities, involve greater
risks, including the possibility of default or bankruptcy. They are regarded as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal. The special risk considerations in connection with
investments in these securities are discussed below.

See the appendix for a discussion of securities ratings. (See also Debt
Obligations.)

The lower-quality and comparable unrated security market is relatively new and
its growth has paralleled a long economic expansion. As a result, it is not
clear how this market may withstand a prolonged recession or economic downturn.
Such conditions could severely disrupt the market for and adversely affect the
value of such securities.

All interest-bearing securities typically experience appreciation when interest
rates decline and depreciation when interest rates rise. The market values of
lower-quality and comparable unrated securities tend to reflect individual
corporate developments to a greater extent than do higher rated securities,
which react primarily to fluctuations in the general level of interest rates.
Lower-quality and comparable unrated securities also tend to be more sensitive
to economic conditions than are higher-rated securities. As a result, they
generally involve more credit risks than securities in the higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of lower-quality securities may experience
financial stress and may not have sufficient revenues to meet their payment
obligations. The issuer's ability to service its debt obligations also may be
adversely affected by specific corporate developments, the issuer's inability to
meet specific projected business forecast, or the unavailability of additional
financing. The risk of loss due to default by an issuer of these securities is
significantly greater than issuers of higher-rated securities because such
securities are generally unsecured and are often subordinated to other
creditors. Further, if the issuer of a lower quality security defaulted, an
investor might incur additional expenses to seek recovery.

Credit ratings issued by credit rating agencies are designed to evaluate the
safety of principal and interest payments of rated securities. They do not,
however, evaluate the market value risk of lower-quality securities and,
therefore, may not fully reflect the true risks of an investment. In addition,
credit rating agencies may or may not make timely changes in a rating to reflect
changes in the economy or in the condition of the issuer that affect the market
value of the securities. Consequently, credit ratings are used only as a
preliminary indicator of investment quality.

<PAGE>

adverse impact on the market price of the security. The lack of a liquid
secondary market for certain securities also may make it more difficult for an
investor to obtain accurate market quotations. Market quotations are generally
available on many lower-quality and comparable unrated issues only from a
limited number of dealers and may not necessarily represent firm bids of such
dealers or prices for actual sales.

Legislation may be adopted from time to time designed to limit the use of
certain lower quality and comparable unrated securities by certain issuers.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with high-yield (high-risk) securities include:
Call/Prepayment Risk, Credit Risk, Currency Risk, Interest Rate Risk, and
Management Risk.

Illiquid and Restricted Securities

The Fund may invest in illiquid securities (i.e., securities that are not
readily marketable). These securities may include, but are not limited to,
certain securities that are subject to legal or contractual restrictions on
resale, certain repurchase agreements, and derivative instruments.

To the extent the Fund invests in illiquid or restricted securities, it may
encounter difficulty in determining a market value for such securities.
Disposing of illiquid or restricted securities may involve time- consuming
negotiations and legal expense, and it may be difficult or impossible for the
Fund to sell such an investment promptly and at an acceptable price.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with illiquid and restricted securities include:
Liquidity Risk and Management Risk.

Indexed Securities

The value of indexed securities is linked to currencies, interest rates,
commodities, indexes, or other financial indicators. Most indexed securities are
short- to intermediate-term fixed income securities whose values at maturity or
interest rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be more volatile than the
underlying instrument itself and they may be less liquid than the securities
represented by the index. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with indexed securities include: Liquidity Risk,
Management Risk, and Market Risk.

Inverse Floaters

Inverse floaters are created by underwriters using the interest payment on
securities. A portion of the interest received is paid to holders of instruments
based on current interest rates for short-term securities. The remainder, minus
a servicing fee, is paid to holders of inverse floaters. As interest rates go
down, the holders of the inverse floaters receive more income and an increase in
the price for the inverse floaters. As interest rates go up, the holders of the
inverse floaters receive less income and a decrease in the price for the inverse
floaters. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with inverse floaters include: Interest Rate Risk and
Management Risk.

<PAGE>

Investment Companies

The Fund may invest in securities issued by registered and unregistered
investment companies. These investments may involve the duplication of advisory
fees and certain other expenses.

Although one or more of the other risks described in this SAI may apply, the
largest risk associated with the securities of other investment companies
includes: Management Risk and Market Risk.

Lending of Portfolio Securities

The Fund may lend certain of its portfolio securities to broker-dealers. The
current policy of the Fund's board is to make these loans, either long- or
short-term, to broker-dealers. In making loans, the Fund receives the market
price in cash, U.S. government securities, letters of credit, or such other
collateral as may be permitted by regulatory agencies and approved by the board.
If the market price of the loaned securities goes up, the Fund will get
additional collateral on a daily basis. The risks are that the borrower may not
provide additional collateral when required or return the securities when due.
During the existence of the loan, the Fund receives cash payments equivalent to
all interest or other distributions paid on the loaned securities. The Fund may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker. The Fund will
receive reasonable interest on the loan or a flat fee from the borrower and
amounts equivalent to any dividends, interest, or other distributions on the
securities loaned.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with the lending of portfolio securities include:
Credit Risk and Management Risk.

Loan Participations

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

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with loan participations include: Credit Risk and
Management Risk.

Mortgage- and Asset-Backed Securities

Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property, and
include single- and multi-class pass-through securities and Collateralized
Mortgage Obligations (CMOs). These securities may be issued or guaranteed by
U.S. government agencies or instrumentalities (see also Agency and Government
Securities), or by private issuers, generally originators and investors in
mortgage loans, including savings associations, mortgage bankers, commercial
banks, investment bankers, and special purpose entities. Mortgage-backed
securities issued by private lenders may be supported by pools of mortgage loans
or other mortgage-backed securities that are guaranteed, directly or indirectly,
by the U.S. government or one of its agencies or instrumentalities, or they may
be issued without any governmental guarantee of the underlying mortgage assets
but with some form of non-governmental credit enhancement.

<PAGE>

The cash flows and yields on IOs and POs are extremely sensitive to the rate of
principal payments (including prepayments) on the underlying mortgage loans or
mortgage-backed securities. A rapid rate of principal payments may adversely
affect the yield to maturity of IOs. A slow rate of principal payments may
adversely affect the yield to maturity of POs. If prepayments of principal are
greater than anticipated, an investor in IOs may incur substantial losses. If
prepayments of principal are slower than anticipated, the yield on a PO will be
affected more severely than would be the case with a traditional mortgage-backed
security.

CMOs are hybrid mortgage-related instruments secured by pools of mortgage loans
or other mortgage-related securities, such as mortgage pass through securities
or stripped mortgage-backed securities. CMOs may be structured into multiple
classes, often referred to as "tranches," with each class bearing a different
stated maturity and entitled to a different schedule for payments of principal
and interest, including prepayments. Principal prepayments on collateral
underlying a CMO may cause it to be retired substantially earlier than its
stated maturity.

The yield characteristics of mortgage-backed securities differ from those of
other debt securities. Among the differences are that interest and principal
payments are made more frequently on mortgage-backed securities, usually
monthly, and principal may be repaid at any time. These factors may reduce the
expected yield.

Asset-backed securities have structural characteristics similar to
mortgage-backed securities. Asset-backed debt obligations represent direct or
indirect participation in, or secured by and payable from, assets such as motor
vehicle installment sales contracts, other installment loan contracts, home
equity loans, leases of various types of property, and receivables from credit
card or other revolving credit arrangements. The credit quality of most
asset-backed securities depends primarily on the credit quality of the assets
underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement of the
securities. Payments or distributions of principal and interest on asset-backed
debt obligations may be supported by non-governmental credit enhancements
including letters of credit, reserve funds, overcollateralization, and
guarantees by third parties. The market for privately issued asset-backed debt
obligations is smaller and less liquid than the market for government sponsored
mortgage-backed securities. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with mortgage- and asset-backed securities include:
Call/Prepayment Risk, Credit Risk, Interest Rate Risk, Liquidity Risk, and
Management Risk.

Mortgage Dollar Rolls

Mortgage dollar rolls are investments whereby an investor would sell
mortgage-backed securities for delivery in the current month and simultaneously
contract to purchase substantially similar securities on a specified future
date. While an investor would forego principal and interest paid on the
mortgage-backed securities during the roll period, the investor would be
compensated by the difference between the current sales price and the lower
price for the future purchase as well as by any interest earned on the proceeds
of the initial sale. The investor also could be compensated through the receipt
of fee income equivalent to a lower forward price.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with mortgage dollar rolls include: Credit Risk,
Interest Rate Risk, and Management Risk.

<PAGE>

Municipal Obligations

Municipal obligations include debt obligations issued by or on behalf of states,
territories, possessions, or sovereign nations within the territorial boundaries
of the United States (including the District of Columbia and Puerto Rico). The
interest on these obligations is generally exempt from federal income tax.
Municipal obligations are generally classified as either "general obligations"
or "revenue obligations."

General obligation bonds are secured by the issuer's pledge of its full faith,
credit, and taxing power for the payment of interest and principal. Revenue
bonds are payable only from the revenues derived from a project or facility or
from the proceeds of a specified revenue source. Industrial development bonds
are generally revenue bonds secured by payments from and the credit of private
users. Municipal notes are issued to meet the short-term funding requirements of
state, regional, and local governments. Municipal notes include tax anticipation
notes, bond anticipation notes, revenue anticipation notes, tax and revenue
anticipation notes, construction loan notes, short-term discount notes,
tax-exempt commercial paper, demand notes, and similar instruments.

Municipal lease obligations may take the form of a lease, an installment
purchase, or a conditional sales contract. They are issued by state and local
governments and authorities to acquire land, equipment, and facilities. An
investor may purchase these obligations directly, or it may purchase
participation interests in such obligations. Municipal leases may be subject to
greater risks than general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must meet in order
to issue municipal obligations. Municipal leases may contain a covenant by the
state or municipality to budget for and make payments due under the obligation.
Certain municipal leases may, however, provide that the issuer is not obligated
to make payments on the obligation in future years unless funds have been
appropriated for this purpose each year.

Yields on municipal bonds and notes depend on a variety of factors, including
money market conditions, municipal bond market conditions, the size of a
particular offering, the maturity of the obligation, and the rating of the
issue. The municipal bond market has a large number of different issuers, many
having smaller sized bond issues, and a wide choice of different maturities
within each issue. For these reasons, most municipal bonds do not trade on a
daily basis and many trade only rarely. Because many of these bonds trade
infrequently, the spread between the bid and offer may be wider and the time
needed to develop a bid or an offer may be longer than other security markets.
See the appendix for a discussion of securities ratings. (See also Debt
Obligations.)

Taxable Municipal Obligations. There is another type of municipal obligation
that is subject to federal income tax for a variety of reasons. These municipal
obligations do not qualify for the federal income exemption because (a) they did
not receive necessary authorization for tax-exempt treatment from state or local
government authorities, (b) they exceed certain regulatory limitations on the
cost of issuance for tax-exempt financing or (c) they finance public or private
activities that do not qualify for the federal income tax exemption. These
non-qualifying activities might include, for example, certain types of
multi-family housing, certain professional and local sports facilities,
refinancing of certain municipal debt, and borrowing to replenish a
municipality's underfunded pension plan.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with municipal obligations include: Credit Risk, Event
Risk, Inflation Risk, Interest Rate Risk, Legal/Legislative Risk, and Market
Risk.

<PAGE>

Preferred Stock

Preferred stock is a type of stock that pays dividends at a specified rate and
that has preference over common stock in the payment of dividends and the
liquidation of assets. Preferred stock does not ordinarily carry voting rights.

The price of a preferred stock is generally determined by earnings, type of
products or services, projected growth rates, experience of management,
liquidity, and general market conditions of the markets on which the stock
trades.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with preferred stock include: Issuer Risk, Management
Risk, and Market Risk.

Real Estate Investment Trusts

Real estate investment trusts (REITs) are entities that manage a portfolio of
real estate to earn profits for their shareholders. REITs can make investments
in real estate such as shopping centers, nursing homes, office buildings,
apartment complexes, and hotels. REITs can be subject to extreme volatility due
to fluctuations in the demand for real estate, changes in interest rates, and
adverse economic conditions. Additionally, the failure of a REIT to continue to
qualify as a REIT for tax purposes can materially affect its value.

Although one or more of the other risks described in this SAI may apply, the
largest associated with REITs include: Issuer Risk, Management Risk, and Market
Risk.

Repurchase Agreements

The Fund may enter into repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement, the Fund buys a security at one price, and
at the time of sale, the seller agrees to repurchase the obligation at a
mutually agreed upon time and price (usually within seven days). The repurchase
agreement thereby determines the yield during the purchaser's holding period,
while the seller's obligation to repurchase is secured by the value of the
underlying security. Repurchase agreements could involve certain risks in the
event of a default or insolvency of the other party to the agreement, including
possible delays or restrictions upon the Fund's ability to dispose of the
underlying securities.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with repurchase agreements include: Credit Risk and
Management Risk.

Reverse Repurchase Agreements

In a reverse repurchase agreement, the investor would sell a security and enter
into an agreement to repurchase the security at a specified future date and
price. The investor generally retains the right to interest and principal
payments on the security. Since the investor receives cash upon entering into a
reverse repurchase agreement, it may be considered a borrowing. (See also
Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with reverse repurchase agreements include: Credit
Risk, Interest Rate Risk, and Management Risk.

<PAGE>

Short Sales

With short sales, an investor sells a security that it does not own in
anticipation of a decline in the market value of the security. To complete the
transaction, the investor must borrow the security to make delivery to the
buyer. The investor is obligated to replace the security that was borrowed by
purchasing it at the market price on the replacement date. The price at such
time may be more or less than the price at which the investor sold the security.
A fund that is allowed to utilize short sales will designate cash or liquid
securities to cover its open short positions. Those funds also may engage in
"short sales against the box," a form of short-selling that involves selling a
security that an investor owns (or has an unconditioned right to purchase) for
delivery at a specified date in the future. This technique allows an investor to
hedge protectively against anticipated declines in the market of its securities.
If the value of the securities sold short increased prior to the scheduled
delivery date, the investor loses the opportunity to participate in the gain.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with short sales include: Management Risk and Market
Risk.

Sovereign Debt

A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by a variety of factors, including its cash
flow situation, the extent of its reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
international lenders, and the political constraints to which a sovereign debtor
may be subject. (See also Foreign Securities.)

With respect to sovereign debt of emerging market issuers, investors should be
aware that certain emerging market countries are among the largest debtors to
commercial banks and foreign governments. At times, certain emerging market
countries have declared moratoria on the payment of principal and interest on
external debt.

Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis that led to defaults and the restructuring of
certain indebtedness.

Sovereign debt includes Brady Bonds, which are securities issued under the
framework of the Brady Plan, an initiative announced by former U.S. Treasury
Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to
restructure their outstanding external commercial bank indebtedness.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with sovereign debt include: Credit Risk,
Foreign/Emerging Markets Risk, and Management Risk.

Structured Products

Structured products are over-the-counter financial instruments created
specifically to meet the needs of one or a small number of investors. The
instrument may consist of a warrant, an option, or a forward contract embedded
in a note or any of a wide variety of debt, equity, and/or currency
combinations. Risks of structured products include the inability to close such
instruments, rapid changes in the market, and defaults by other parties. (See
also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with structured products include: Credit Risk,
Liquidity Risk, and Management Risk.

<PAGE>

Variable- or Floating-Rate Securities

The Fund may invest in securities that offer a variable- or floating-rate of
interest. Variable-rate securities provide for automatic establishment of a new
interest rate at fixed intervals (e.g., daily, monthly, semi-annually, etc.).
Floating-rate securities generally provide for automatic adjustment of the
interest rate whenever some specified interest rate index changes.

Variable- or floating-rate securities frequently include a demand feature
enabling the holder to sell the securities to the issuer at par. In many cases,
the demand feature can be exercised at any time. Some securities that do not
have variable or floating interest rates may be accompanied by puts producing
similar results and price characteristics.

Variable-rate demand notes include master demand notes that are obligations that
permit the Fund to invest fluctuating amounts, which may change daily without
penalty, pursuant to direct arrangements between the Fund as lender, and the
borrower. The interest rates on these notes fluctuate from time to time. The
issuer of such obligations normally has a corresponding right, after a given
period, to prepay in its discretion the outstanding principal amount of the
obligations plus accrued interest upon a specified number of days' notice to the
holders of such obligations. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that such
instruments generally will be traded. There generally is not an established
secondary market for these obligations. Accordingly, where these obligations are
not secured by letters of credit or other credit support arrangements, the
Fund's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Such obligations frequently are not rated by
credit rating agencies and may involve heightened risk of default by the issuer.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with variable- or floating-rate securities include:
Credit Risk and Management Risk.

Warrants

Warrants are securities giving the holder the right, but not the obligation, to
buy the stock of an issuer at a given price (generally higher than the value of
the stock at the time of issuance) during a specified period or perpetually.
Warrants may be acquired separately or in connection with the acquisition of
securities. Warrants do not carry with them the right to dividends or voting
rights and they do not represent any rights in the assets of the issuer.
Warrants may be considered to have more speculative characteristics than certain
other types of investments. In addition, the value of a warrant does not
necessarily change with the value of the underlying securities, and a warrant
ceases to have value if it is not exercised prior to its expiration date.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with warrants include: Management Risk and Market Risk.

When-Issued Securities

These instruments are contracts to purchase securities for a fixed price at a
future date beyond normal settlement time (when-issued securities or forward
commitments). The price of debt obligations purchased on a when-issued basis,
which may be expressed in yield terms, generally is fixed at the time the
commitment to purchase is made, but delivery and payment for the securities take
place at a later date. Normally, the settlement date occurs within 45 days of
the purchase although in some cases settlement may take longer. The investor
does not pay for the securities or receive dividends or interest on them until
the contractual settlement date. Such instruments involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date,
which risk is in addition to the risk of decline in value of the investor's
other assets. In addition, when the Fund engages in forward commitment and
when-issued transactions, it relies on the counterparty to consummate the
transaction. The failure of the counterparty to consummate the transaction may
result in the Fund's losing the opportunity to obtain a price and yield
considered to be advantageous.

<PAGE>

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with when-issued securities include: Credit Risk and
Management Risk.

Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities

These securities are debt obligations that do not make regular cash interest
payments (see also Debt Obligations). Zero-coupon and step-coupon securities are
sold at a deep discount to their face value because they do not pay interest
until maturity. Pay-in-kind securities pay interest through the issuance of
additional securities. Because these securities do not pay current cash income,
the price of these securities can be extremely volatile when interest rates
fluctuate. See the appendix for a discussion of securities ratings.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with zero-coupon, step-coupon, and pay-in-kind
securities include: Credit Risk, Interest Rate Risk, and Management Risk.

<PAGE>

SECURITY TRANSACTIONS
- --------------------------------------------------------------------------------

Subject to policies set by the board, 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 the most favorable execution except where otherwise
authorized by the board. In selecting broker-dealers to execute transactions,
AEFC may consider the price of the security, including commission or mark-up,
the size and difficulty of the order, the reliability, integrity, financial
soundness, and general operation and execution capabilities of the broker, the
broker's expertise in particular markets, and research services provided by the
broker.

AEFC has a strict Code of Ethics that prohibits its affiliated personnel from
engaging in personal investment activities that compete with or attempt to take
advantage of planned portfolio transactions for any fund or trust for which it
acts as investment manager.

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

On occasion, it may be desirable to compensate a broker for research services or
for brokerage services by paying a commission that might not otherwise be
charged or a commission in excess of the amount another broker might charge. The
board has adopted a policy authorizing AEFC to do so to the extent authorized by
law, if AEFC determines, in good faith, that such commission is reasonable in
relation to the value of the brokerage or research services provided by a broker
or dealer, viewed either in the light of that transaction or AEFC's overall
responsibilities with respect to the Fund and the other American Express funds
for which it acts as investment manager.

Research provided by brokers supplements AEFC's own research activities. Such
services include economic data on, and analysis of, U.S. and foreign economies;
information on specific industries; information about specific companies,
including earnings estimates; purchase recommendations for stocks and bonds;
portfolio strategy services; political, economic, business, and industry trend
assessments; historical statistical information; market data services providing
information on specific issues and prices; and technical analysis of various
aspects of the securities markets, including technical charts. Research services
may take the form of written reports, computer software, or personal contact by
telephone or at seminars or other meetings. AEFC has obtained, and in the future
may obtain, computer hardware from brokers, including but not limited to
personal computers that will be used exclusively for investment decision-making
purposes, which include the research, portfolio management, and trading
functions and other services to the extent permitted under an interpretation by
the SEC.

When paying a commission that might not otherwise be charged or a commission in
excess of the amount another broker might charge, AEFC must follow procedures
authorized by the board. To date, three procedures have been authorized. One
procedure permits AEFC to direct an order to buy or sell a security traded on a
national securities exchange to a specific broker for research services it has
provided. The second procedure permits AEFC, in order to obtain research, to
direct an order on an agency basis to buy or sell a security traded in the
over-the-counter market to a firm that does not make a market in that security.
The commission paid generally includes compensation for research services. The
third procedure permits AEFC, in order to obtain research and brokerage
services, to cause the Fund to pay a commission in excess of the amount another
broker might have charged. AEFC has advised the Fund that it is necessary to do
business with a number of brokerage firms on a continuing basis to obtain such
services as the handling of

<PAGE>

large orders, the willingness of a broker to risk its own money by taking a
position in a security, and the specialized handling of a particular group of
securities that only certain brokers may be able to offer. As a result of this
arrangement, some portfolio transactions may not be effected at the lowest
commission, but AEFC believes it may obtain better overall execution. AEFC has
represented that under all three procedures the amount of commission paid will
be reasonable and competitive in relation to the value of the brokerage services
performed or research provided.

All other transactions will be placed on the basis of obtaining the best
available price and the most favorable execution. In so doing, if in the
professional opinion of the person responsible for selecting the broker or
dealer, several firms can execute the transaction on the same basis,
consideration will be given by such person to those firms offering research
services. Such services may be used by AEFC in providing advice to all American
Express funds even though it is not possible to relate the benefits to any
particular fund.

Each investment decision made for the Fund is made independently from any
decision made for another portfolio, fund, or other account advised by AEFC or
any of its subsidiaries. When the Fund buys or sells the same security as
another portfolio, fund, or account, AEFC carries out the purchase or sale in a
way the Fund agrees in advance is fair. Although sharing in large transactions
may adversely affect the price or volume purchased or sold by the Fund, the Fund
hopes to gain an overall advantage in execution.

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

The Fund paid total brokerage commissions of $4,787,674 for fiscal year ended
Sept. 30, 1999, $5,060,074 for fiscal year 1998, and $1,979,701 for fiscal year
1997. 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.

As of the end of the most recent fiscal year, the Fund held securities of its
regular brokers or dealers or of the parent of those brokers or dealers that
derived more than 15% of gross revenue from securities-related activities as
presented below:

Value of Securities
Name of Issuer owned at End of Fiscal Year
-------------- ---------------------------
Bank of America $ 56,522,812
Chase Manhattan 17,743,275
Fleet Financial Group 23,623,125
Merrill Lynch 2,392,960
Morgan Stanley 47,269,375
Salomon Smith Barney 5,695,828

The portfolio turnover rate was 84% in the most recent fiscal year, and 97% in
the year before.

<PAGE>

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION

Affiliates of American Express Company (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 the 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.

Information about brokerage commissions paid by the Fund for the last three
fiscal years to brokers affiliated with AEFC is contained in the following
table:
<TABLE>
<CAPTION>

As of the end of Fiscal Year,

1999 1998 1997

------------------------------------------------ --------------- --------------
<S> <C> <C> <C> <C> <C> <C>

Percent of
--------------- --------------- -------------- Aggregate --------------- --------------
Dollar Amount
of
Aggregate Percent of Transactions Aggregate Aggregate
Dollar amount Aggregate Involving Dollar Amount Dollar Amount
Broker Nature of of Commissions Brokerage Payment of of Commissions of
Affiliation Paid to Broker Commissions Commissions Paid to Broker Commissions
Paid to Broker
American Wholly-owned $111,698 2.33% 5.16% $49,994 $125,796
Enterprise subsidiary of
Investment AEFC
Services Inc.
- ------------------
</TABLE>

<PAGE>

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

The Fund may quote various performance figures to illustrate past performance.
Average annual total return and current yield quotations, if applicable, used by
the Fund are based on standardized methods of computing performance as required
by the SEC. An explanation of the methods used by the Fund to compute
performance follows below.

AVERAGE ANNUAL TOTAL RETURN

The Fund may calculate average annual total return for 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:

P(1+T)n = ERV

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

AGGREGATE TOTAL RETURN

The Fund may calculate aggregate total return for 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 may calculate an annualized yield for a class by dividing the net
investment income per share deemed earned during a 30-day period by the net
asset value per share on the last day of the period and annualizing the results.

Yield is calculated according to the following formula:

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

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

<PAGE>

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

Distribution yield

Distribution yield is calculated according to the following formula:

D divided by POPF equals DY
30 30

where: D = sum of dividends for 30-day period
POP = sum of public offering price for 30-day period
F = annualizing factor DY = distribution yield

The Fund's distribution yield was 0.72% for Class A, 0.01% for Class B and 0.92%
for Class Y for the 30-day period ended Sept. 30, 1999.

In its sales material and other communications, the Fund may quote, compare or
refer to rankings, yields, or returns as published by independent statistical
services or publishers and publications such as The Bank Rate Monitor National
Index, Barron's, Business Week, CDA Technologies, Donoghue's Money Market Fund
Report, Financial Services Week, Financial Times, Financial World, Forbes,
Fortune, Global Investor, Institutional Investor, Investor's Business Daily,
Kiplinger's Personal Finance, Lipper Analytical Services, Money, Morningstar,
Mutual Fund Forecaster, Newsweek, The New York Times, Personal Investor,
Shearson Lehman Aggregate Bond Index, Stanger Report, Sylvia Porter's Personal
Finance, USA Today, U.S. News and World Report, The Wall Street Journal, and
Wiesenberger Investment Companies Service. The Fund also may compare its
performance to a wide variety of indexes or averages. There are similarities and
differences between the investments that the Fund may purchase and the
investments measured by the indexes or averages and the composition of the
indexes or averages will differ from that of the Fund.

VALUING FUND SHARES
- --------------------------------------------------------------------------------

As of the end of the most recent fiscal year, the computation looked like this:
<TABLE>
<CAPTION>

Net asset value
Net assets Shares of one share
outstanding
----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Class A $ 1,984,595,192 divided by 211,142,299 equals $ 9.40
Class B 632,588,135 67,284,516 9.40
Class Y 21,247,424 2,260,601 9.40
</TABLE>

In determining net assets before shareholder transactions, the Fund's securities
are valued as follows as of the close of business of the New York Stock Exchange
(the Exchange):

o Securities traded on a securities exchange for which a last-quoted sales
price is readily available are valued at the last-quoted sales price on the
exchange where such security is primarily traded.

o Securities traded on a securities exchange for which a last-quoted sales
price is not readily available are valued at the mean of the closing bid
and asked prices, looking first to the bid and asked prices on the exchange
where the security is primarily traded and, if none exist, to the
over-the-counter market.

<PAGE>

o Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.

o Securities included in the NASDAQ National Market System for which a
last-quoted sales price is not readily available, and other securities
traded over-the-counter but not included in the NASDAQ National Market
System are valued at the mean of the closing bid and asked prices.

o Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.

o Foreign securities traded outside the United States are generally valued as
of the time their trading is complete, which is usually different from the
close of the Exchange. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at the current rate of exchange. Occasionally,
events affecting the value of such securities may occur between such times
and the close of the Exchange that will not be reflected in the computation
of the Fund's net asset value. If events materially affecting the value of
such securities occur during such period, these securities will be valued
at their fair value according to procedures decided upon in good faith by
the board.

o Short-term securities maturing more than 60 days from the valuation date
are valued at the readily available market price or approximate market
value based on current interest rates. Short-term securities maturing in 60
days or less that originally had maturities of more than 60 days at
acquisition date are valued at amortized cost using the market value on the
61st day before maturity. Short-term securities maturing in 60 days or less
at acquisition date are valued at amortized cost. Amortized cost is an
approximation of market value determined by systematically increasing the
carrying value of a security if acquired at a discount, or reducing the
carrying value if acquired at a premium, so that the carrying value is
equal to maturity value on the maturity date.

o Securities without a readily available market price and other assets are
valued at fair value as determined in good faith by the board. The board is
responsible for selecting methods it believes provide fair value. When
possible, bonds are valued by a pricing service independent from the Fund.
If a valuation of a bond is not available from a pricing service, the bond
will be valued by a dealer knowledgeable about the bond if such a dealer is
available.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SALES CHARGE

Shares of the Fund are sold at the public offering price. The public offering
price is the NAV of one share adjusted for the sales charge for Class A. For
Class B and Class Y, there is no initial sales charge so the public offering
price is the same as the NAV. For Class A, the public offering price for an
investment of less than $50,000, made on the last day of the most recent fiscal
year, was determined by dividing the NAV of one share, $9.40, by 0.95 (1.00-0.05
for a maximum 5% sales charge) for a public offering price of $9.89. The sales
charge is paid to American Express Financial Advisors Inc. (AEFA) by the person
buying the shares.

<PAGE>

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
<TABLE>
<CAPTION>
Within each
increment, sales
charge as a
percentage of:
------------------------------------------------------------
Public Net
Amount of Investment Offering Price Amount Invested
- -------------------- -------------- ---------------
<S> <C> <C> <C>
First $ 50,000 5.0% 5.26%
Next 50,000 4.5 4.71
Next 400,000 3.8 3.95
Next 500,000 2.0 2.04
$1,000,000 or more 0.0 0.00
</TABLE>

Sales charges on an investment greater than $50,000 and less than $1,000,000 are
calculated for each increment separately and then totaled. The resulting total
sales charge, expressed as a percentage of the public offering price and of the
net amount invested, will vary depending on the proportion of the investment at
different sales charge levels.

For example, compare an investment of $60,000 with an investment of $85,000. The
$60,000 investment is composed of $50,000 that incurs a sales charge of $2,500
(5.0% x $50,000) and $10,000 that incurs a sales charge of $450 (4.5% x
$10,000). The total sales charge of $2,950 is 4.92% of the public offering price
and 5.17% of the net amount invested.

In the case of the $85,000 investment, the first $50,000 also incurs a sales
charge of $2,500 (5.0% x $50,000) and $35,000 incurs a sales charge of $1,575
(4.5% x $35,000). The total sales charge of $4,075 is 4.79% of the public
offering price and 5.04% of the net amount invested.

The following table shows the range of sales charges as a percentage of the
public offering price and of the net amount invested on total investments at
each applicable level.
<TABLE>
<CAPTION>

On total
investment, sales
charge as a
percentage of:
------------------------------------------------------------
Public Net
Offering Price Amount Invested
Amount of investment ranges from:
- ---------------------------------------------
<S> <C> <C> <C>
First $ 50,000 5.00% 5.26%
Next 50,000 to 100,000 5.00-4.50 5.26-4.71
Next 100,000 to 500,000 4.50-3.80 4.71-3.95
Next 500,000 to 999,999 3.80-2.00 3.95-2.04
$1,000,000 or more 0.00 0.00
</TABLE>

The initial sales charge is waived for certain qualified plans. Participants in
these qualified plans may be subject to a deferred sales charge on certain
redemptions. The Fund will waive the deferred sales charge on certain
redemptions 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%

- --------------------------------------------------------------------------------

Class A - Reducing the Sales Charge

Your total investments in the Fund determine your sales charges. The amount of
all prior investments plus any new purchase is referred to as your "total amount
invested." For example, suppose you have made an investment of $20,000 and later
decide to invest $40,000 more. Your total amount invested would be $60,000. As a
result, $10,000 of your $40,000 investment qualifies for the lower 4.5% sales
charge that applies to investments of more than $50,000 and up to $100,000.

Class A - Letter of Intent (LOI)

If you intend to invest $1 million over a period of 13 months, you can reduce
the sales charges in Class A by filing a LOI. The agreement can start at any
time and will remain in effect for 13 months. Your investment will be charged
normal sales charges until you have invested $1 million. At that time, your
account will be credited with the sales charges previously paid. Class A
investments made prior to signing a LOI may be used to reach the $1 million
total, excluding AXP Cash Management Fund and AXP Tax-Free Money Fund. However,
we will not adjust for sales charges on investments made prior to the signing of
the LOI. If you do not invest $1 million by the end of 13 months, there is no
penalty, you will just miss out on the sales charge adjustment. A LOI is not an
option (absolute right) to buy shares.

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 a
distribution fee. The following investors are eligible to purchase Class Y
shares:

o Qualified employee benefit plans* if the plan:

- uses a daily transfer recordkeeping service offering participants
daily access to American Express 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 American Express funds 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 institutions must have at least $10 million in American Express
funds.

<PAGE>

o Nonqualified deferred compensation plans* whose participants are included
in a qualified employee benefit described above.

* Eligibility must be determined in advance by AEFA. To do so, contact your
financial advisor.

SYSTEMATIC INVESTMENT PROGRAMS

After you make your initial investment of $100 or more, you must make additional
payments of $100 or more on at least a monthly basis until your balance reaches
$2,000. 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. You can omit payments or discontinue the
investment program altogether. The Fund also can change the program or end it at
any time.

AUTOMATIC DIRECTED DIVIDENDS

Dividends, including capital gain distributions, paid by another American
Express fund subject to a sales charge, may be used to automatically purchase
shares in the same class of this Fund without paying a sales charge. Dividends
may be directed to existing accounts only. Dividends declared by a fund are
exchanged to this Fund the following day. Dividends can be exchanged into the
same class of another American Express fund but cannot be split to make
purchases in two or more funds. Automatic directed dividends are available
between accounts of any ownership except:

o 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;

o 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); and

o 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.

REJECTION OF BUSINESS

The Fund reserves the right to reject any business, in its sole discretion.

SELLING SHARES
- -------------------------------------------------------------------------------

You have a right to sell your shares at any time. For an explanation of sales
procedures, please see the prospectus.

During an emergency, the board can suspend the computation of NAV, 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:

<PAGE>

o The Exchange closes for reasons other than the usual weekend and holiday
closings or trading on the Exchange is restricted, or

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

o The SEC, under the provisions of the 1940 Act, declares a period of
emergency to exist.

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

The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Fund to redeem shares in cash, with respect to any one shareholder
during any 90-day period, up to the lesser of $250,000 or 1% of the net assets
of the Fund at the beginning of the period. Although redemptions in excess of
this limitation would normally be paid in cash, the Fund reserves the right to
make these payments in whole or in part in securities or other assets in case of
an emergency, or if the payment of a redemption in cash would be detrimental to
the existing shareholders of the Fund as determined by the board. In these
circumstances, the securities distributed would be valued as set forth in this
SAI. Should the Fund distribute securities, a shareholder may incur brokerage
fees or other transaction costs in converting the securities to cash.

PAY-OUT PLANS
- --------------------------------------------------------------------------------

You can use any of several pay-out plans to redeem your 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 your
investment. Net investment income dividends and any capital gain distributions
will automatically be reinvested, unless you elect to receive them in cash. If
you are redeeming a tax-qualified plan account for which American Express Trust
Company acts as custodian, you can elect to receive your dividends and other
distributions in cash when permitted by law. If you redeem an IRA or a qualified
retirement account, 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.

Applications for a systematic investment in a class of the Fund subject to a
sales charge normally will not be accepted while a pay-out plan for any of those
funds is in effect. Occasional investments, however, may be accepted.

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. 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 will 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.

<PAGE>

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.

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
- --------------------------------------------------------------------------------

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share. With a sales load of 5%, you pay $50.00 in sales load. With a NAV of
$9.50 per share, the value of your investment is $950.00. Within 91 days of
purchasing that fund, you decide to exchange out of that fund, now at a NAV of
$11.00 per share, up from the original NAV of $9.50, and purchase into a second
fund, at a NAV of $15.00 per share. The value of your investment is now
$1,100.00 ($11.00 x 100 shares). You cannot use the $50.00 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares. So
instead of having $100.00 gain ($1,100.00 - $1,000.00), you have a $150.00 gain
($1,100.00 - $950.00). You can include the $50.00 sales load in the basis of
your shares in the second fund.

If you have a nonqualified investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified retirement account in the Fund, you
can do so without paying a sales charge. However, this type of exchange is
considered a redemption of shares and may result in a gain or loss for tax
purposes. In addition, this type of exchange may result in an excess
contribution under IRA or qualified plan regulations if the amount exchanged
plus the amount of the initial sales charge applied to the amount exchanged
exceeds annual contribution limitations. For example: If you were to exchange
$2,000 in Class A shares from a nonqualified account to an IRA without
considering the 5% ($100) initial sales charge

<PAGE>

applicable to that $2,000, you may be deemed to have exceeded current IRA annual
contribution limitations. You should consult your tax advisor for further
details about this complex subject.

Net investment income dividends received should be treated as dividend income
for federal income tax purposes. Corporate shareholders are generally entitled
to a deduction equal to 70% of that portion of the Fund's dividend that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, 100% of the Fund's net investment income dividends
qualified for the corporate deduction.

The Fund may be subject to U.S. taxes resulting from holdings in a passive
foreign investment company (PFIC). A foreign corporation is a PFIC when 75% or
more of its gross income for the taxable year is passive income or 50% or more
of the average value of its assets consists of assets that produce or could
produce passive income.

Income earned by the Fund may have had foreign taxes imposed and withheld on it
in foreign countries. Tax conventions between certain countries and the U.S. may
reduce or eliminate such taxes. If more than 50% of the Fund's total assets at
the close of its fiscal year consists of securities of foreign corporations, the
Fund will be eligible to file an election with the Internal Revenue Service
under which shareholders of the Fund would be required to include their pro rata
portions of foreign taxes withheld by foreign countries as gross income in their
federal income tax returns. These pro rata portions of foreign taxes withheld
may be taken as a credit or deduction in computing federal income taxes. If the
election is filed, the Fund will report to its shareholders the per share amount
of such foreign taxes withheld and the amount of foreign tax credit or deduction
available for federal income tax purposes.

Capital gain distributions, if any, received by shareholders should be treated
as long-term capital gains regardless of how long they owned their shares.
Short-term capital gains earned by the Fund are paid to shareholders as part of
their ordinary income dividend and are taxable. A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.

Under the Internal Revenue Code of 1986 (the Code), gains or losses attributable
to fluctuations in exchange rates that occur between the time the Fund accrues
interest or other receivables, or accrues expenses or other liabilities
denominated in a foreign currency and the time the Fund actually collects such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss. Similarly, gains or losses on disposition of debt securities
denominated in a foreign currency attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the security and the
date of disposition also are treated as ordinary gains or losses. These gains or
losses, referred to under the Code as "section 988" gains or losses, may
increase or decrease the amount of the Fund's investment company taxable income
to be distributed to its shareholders as ordinary income.

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.

For purposes of the excise tax distributions, "section 988" ordinary gains and
losses are distributable based on an Oct. 31 year end. This is an exception to
the general rule that ordinary income is paid based on a calendar year end.

If a mutual fund is the holder of record of any share of stock on the record
date for any dividend payable with respect to such stock, such dividend shall be
included in gross income by the Fund as of the later of (1) the date such share
became ex-dividend or (2) the date the Fund acquired such share. Because the
dividends on some foreign equity investments may be received some time after the
stock goes ex-dividend, and in certain rare cases may never be received by the
Fund, this rule may cause the Fund to take into income dividend income that it
has not received and pay such income to its shareholders. To the extent that

<PAGE>

the dividend is never received, the Fund will take a loss at the time that a
determination is made that the dividend will not be received.

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.

AGREEMENTS
- -------------------------------------------------------------------------------

INVESTMENT MANAGEMENT SERVICES AGREEMENT

AEFC, a wholly-owned subsidiary of American Express Company, is the investment
manager for the Fund. Under the Investment Management Services Agreement, AEFC,
subject to the policies set by the board, provides investment management
services.

For its services, AEFC is paid a fee based on the following schedule. Each class
of the Fund pays its proportionate share of the fee.

Assets Annual rate at
(billions) each asset level
- --------- ----------------
First $0.50 0.530%
Next 0.50 0.505
Next 1.00 0.480
Next 1.00 0.455
Next 3.00 0.430
Over 6.00 0.400

On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to 0.488% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made.

Before the fee based on the asset charge is paid, it is adjusted for investment
performance. The adjustment, determined monthly, will be calculated using the
percentage point difference between the change in the net asset value of one
Class A share of the Fund and the change in the Lipper Equity Income Fund Index
(Index). The performance of one Class A share of the Fund is measured by
computing the percentage difference between the opening and closing net asset
value of one Class A share of the Fund, as of the last business day of the
period selected for comparison, adjusted for dividend or capital gain
distributions which are treated as reinvested at the end of the month during
which the distribution was made. The performance of the Index for the same
period is established by measuring the percentage difference between the
beginning and ending Index for the comparison period. The performance is
adjusted for dividend or capital gain distributions (on the securities which
comprise the Index), which are treated as reinvested at the end of the month
during which the distribution was made. One percentage point will be subtracted
from the calculation to help assure that incentive adjustments are attributable
to AEFC's management abilities rather than random fluctuations and the result
multiplied by 0.01%. That number will be multiplied times the Fund's average net
assets for the comparison period and then divided by the number of months in the
comparison period to determine the monthly adjustment.

Where the Fund's Class A share performance exceeds that of the Index, the base
fee will be increased. Where the performance of the Index exceeds the
performance of the Fund's Class A share, the base fee will be decreased. The
maximum monthly increase or decrease will be 0.08% of the Fund's average net
assets on an annual basis.

The 12 month comparison period rolls over with each succeeding month, so that it
always equals 12 months, ending with the month for which the performance
adjustment is being computed.

<PAGE>

The management fee is paid monthly. Under the agreement, the total amount paid
was $13,270,362 for fiscal year 1999, $12,214,128 for fiscal year 1998, and
$9,000,327 for fiscal year 1997.

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;
postage of confirmations except purchase confirmations; consultants' fees;
compensation of board members, officers and employees; corporate filing fees;
organizational expenses; expenses incurred in connection with lending
securities; and expenses properly payable by the Fund, approved by the board.
Under the agreement, nonadvisory expenses, net of earnings credits, paid by the
Fund were $1,164,411 for fiscal year 1999, $788,921 for fiscal year 1998, and
$669,884 for fiscal year 1997.

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 $0.50 0.040%
Next 0.50 0.035
Next 1.00 0.030
Next 1.00 0.025
Next 3.00 0.020
Over 6.00 0.020

On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to 0.032% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made. Under the
agreement, the Fund paid fees of $879,373 for fiscal year 1999, $805,208 for
fiscal year 1998, and $614,714 for fiscal year 1997.

Transfer Agency Agreement

The Fund has a Transfer Agency Agreement with American Express Client Service
Corporation (AECSC). This agreement governs AECSC'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, AECSC 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 per year and dividing by the number of days in the year. The rate for
Class A is $19.00 per year, for Class B is $20.00 per year and for Class Y is
$17.00 per year. The fees paid to AECSC may be changed by the board without
shareholder approval.

DISTRIBUTION AGREEMENT

AEFA is the Fund's principal underwriter (distributor). The Fund's shares are
offered on a continuous basis.

Under a Distribution Agreement, sales charges deducted for distributing Fund
shares are paid to AEFA daily. These charges amounted to $5,108,026 for fiscal
year 1999. After paying commissions to personal financial advisors, and other
expenses, the amount retained was $692,914. The amounts were $8,261,535 and
$211,507 for fiscal year 1998, and $6,708,006 and $(160,271) for fiscal year
1997.

Part of the sales charge may be paid to selling dealers who have agreements with
AEFA. AEFA will retain the balance of the sales charge. At times the entire
sales charge may be paid to selling dealers.

<PAGE>

SHAREHOLDER SERVICE AGREEMENT

With respect to Class Y shares, the Fund pays a fee for service provided to
shareholders by financial advisors and other servicing agents. The fee is
calculated at a rate of 0.10% of average daily net assets. During the most
recent fiscal year, the Fund also paid a shareholder service fee with respect to
Class A and Class B shares at a rate of 0.175% of average daily net assets. The
Shareholder Service Agreement for Class A and Class B shares was converted to a
Plan and Agreement of Distribution effective July 1, 1999.

PLAN AND AGREEMENT OF DISTRIBUTION

For Class A and Class B shares, to help AEFA defray the cost of distribution and
servicing not covered by the sales charges received under the Distribution
Agreement, the Fund and AEFA entered into a Plan and Agreement of Distribution
(Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, AEFA is paid a
fee up to actual expenses incurred at an annual rate of up to 0.25% of the
Fund's average daily net assets attributable to Class A shares and up to 1.00%
for Class B shares.

Expenses covered under this Plan include sales commissions, business, employee
and financial advisor expenses charged to distribution of Class A and Class B
shares; and overhead appropriately allocated to the sale of Class A and Class B
shares. These expenses also include costs of providing personal service to
shareholders. A substantial portion of the costs are not specifically identified
to any one of the American Express funds.

The Plan must be approved annually by the board, including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such expenditures were made. The Plan
and any agreement related to it may be terminated at any time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by vote of a majority of the outstanding
voting securities of the relevant class of shares or by AEFA. The Plan (or any
agreement related to it) will terminate in the event of its assignment, as that
term is defined in the 1940 Act. The Plan may not be amended to increase the
amount to be spent for distribution without shareholder approval, and all
material amendments to the Plan must be approved by a majority of the board
members, including a majority of the board members who are not interested
persons of the Fund and who do not have a financial interest in the operation of
the Plan or any agreement related to it. The selection and nomination of
disinterested board members is the responsibility of the other disinterested
board members. No board member who is not an interested person, has any direct
or indirect financial interest in the operation of the Plan or any related
agreement. For the most recent fiscal year, the Fund paid fees of $1,338,524 for
Class A shares and $4,999,378 for Class B shares. For Class A shares, these fees
were based on the 0.25% fee in effect as of July 1, 1999. The Plan was not
effective with respect to Class A shares prior to July 1, 1999. For Class B
shares, these fees were based on the 1.00% fee in effect as of July 1, 1999 and
the 0.75% fee in effect prior thereto. The fee is not allocated to any one
service (such as advertising, payments to underwriters, or other uses). However,
a significant portion of the fee is generally used for sales and promotional
expenses.

Custodian Agreement

The Fund's securities and cash are held by American Express Trust Company, 1200
Northstar Center West, 625 Marquette Ave., Minneapolis, MN 55402-2307, through a
custodian agreement. The custodian is permitted to deposit some or all of its
securities in central depository systems as allowed by federal law. For its
services, the Fund pays the custodian a maintenance charge and a charge per
transaction in addition to reimbursing the custodian's out-of-pocket expenses.

The custodian has entered into a sub-custodian agreement with the Bank of New
York 90 Washington Street, New York, NY 10286. As part of this arrangement,
securities purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial institutions
as permitted by law and by the Fund's sub-custodian agreement.

<PAGE>

ORGANIZATIONAL INFORMATION
- --------------------------------------------------------------------------------

The Fund is an open-end management investment company. The Fund headquarters are
at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.

The shares of the Fund represent an interest in that fund's assets only (and
profits or losses), and, in the event of liquidation, each share of the Fund
would have the same rights to dividends and assets as every other share of that
Fund.

VOTING RIGHTS

As a shareholder in the Fund, you have voting rights over the Fund's management
and fundamental policies. You are entitled to one vote for each share you own.
Each class, if applicable, has exclusive voting rights with respect to matters
for which separate class voting is appropriate under applicable law. All shares
have cumulative voting rights with respect to the election of board members.
This means that you have as many votes as the number of shares you own,
including fractional shares, multiplied by the number of members to be elected.

Dividend Rights

Dividends paid by the Fund, if any, with respect to each class of shares, if
applicable, will be calculated in the same manner, at the same time, on the same
day, and will be in the same amount, except for differences resulting from
differences in fee structures.

<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Date of Form of State of Fiscal
Fund Organization Organization Organization Year End Diversified
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Bond Fund, Inc. 6/27/74, 6/31/86*** Corporation NV/MN 8/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Discovery Fund, Inc. 4/29/81, 6/13/86*** Corporation NV/MN 7/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Equity Select Fund, Inc.** 3/18/57, 6/13/86*** Corporation NV/MN 11/30 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Extra Income Fund, Inc. 8/17/83 Corporation MN 5/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Federal Income Fund, Inc. 3/12/85 Corporation MN 5/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Global Series, Inc. 10/28/88 Corporation MN 10/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Emerging Markets Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Global Balanced Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Global Bond Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Global Growth Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Innovations Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Growth Series, Inc. 5/21/70, 6/13/86*** Corporation NV/MN 7/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Growth Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Research Opportunities Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP High Yield Tax-Exempt Fund, Inc. 12/21/78, Corporation NV/MN 11/30 Yes
6/13/86***
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP International Fund, Inc. 7/18/84 Corporation MN 10/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Investment Series, Inc. 1/18/40, 6/13/86*** Corporation NV/MN 9/30
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Diversified Equity Income Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Mutual Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Managed Series, Inc. 10/9/84 Corporation MN 9/30
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Managed Allocation Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Market Advantage Series, Inc. 8/25/89 Corporation MN 1/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Blue Chip Advantage Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------

AXP International Equity Index No
Fund
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Mid Cap Index Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Nasdaq 100 Index Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP S&P 500 Index Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Small Company Index Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Total Stock Market Index Fund No

- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Money Market Series, Inc. 8/22/75, 6/13/86*** Corporation NV/MN 7/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Cash Management Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP New Dimensions Fund, Inc. 2/20/68, 6/13/86*** Corporation NV/MN 7/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Precious Metals Fund, Inc. 10/5/84 Corporation MN 3/31 No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Progressive Fund, Inc. 4/23/68, 6/13/86*** Corporation NV/MN 9/30 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Selective Fund, Inc. 2/10/45, 6/13/86*** Corporation NV/MN 5/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Stock Fund, Inc. 2/10/45, 6/13/86*** Corporation NV/MN 9/30 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Strategy Series, Inc. 1/24/84 Corporation MN 3/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Equity Value Fund** Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Small Cap Advantage Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Strategy Aggressive Fund** Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Tax-Exempt Series, Inc. 9/30/76, 6/13/86*** Corporation NV/MN 11/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Intermediate Tax-Exempt Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Tax-Exempt Bond Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Tax-Free Money Fund, Inc. 2/29/80, 6/13/86*** Corporation NV/MN 12/31 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Utilities Income Fund, Inc. 3/25/88 Corporation MN 6/30 Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP California Tax-Exempt Trust 4/7/86 Business MA 6/30
Trust****
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP California Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Special Tax-Exempt Series Trust 4/7/86 Business MA 6/30
Trust****
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Insured Tax-Exempt Fund Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Massachusetts Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Michigan Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Minnesota Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP New York Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Ohio Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
</TABLE>

<PAGE>

* At the shareholders meeting held on June 16, 1999, shareholders of the
existing funds (except for AXP Small Cap Advantage Fund) approved the name
change from IDS to AXP. In addition to substituting AXP for IDS, the
following series changed their names: IDS Growth Fund, Inc. to AXP Growth
Series, Inc., IDS Managed Retirement Fund, Inc. to AXP Managed Series,
Inc., IDS Strategy Fund, Inc. to AXP Strategy Series, Inc., and IDS
Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.

** At the shareholders meeting held on Nov. 9, 1994, IDS Equity Plus Fund,
Inc. changed its name to IDS Equity Select Fund, Inc. At that same time IDS
Strategy Aggressive Equity Fund changed its name to IDS Strategy Aggressive
Fund, and IDS Strategy Equity Fund changed its name to IDS Equity Value
Fund.
*** Date merged into a Minnesota corporation incorporated on 4/7/86.
**** Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the
trust itself is unable to meet its obligations.

<PAGE>

BOARD MEMBERS AND OFFICERS
- --------------------------------------------------------------------------------

Shareholders elect a board that oversees the Fund's operations. The board
appoints officers who are responsible for day-to-day business decisions based on
policies set by the board.

The following is a list of the Fund's board members. They serve 15 Master Trust
portfolios and 53 American Express funds.

H. Brewster Atwater, Jr.'
Born in 1931
4900 IDS Tower
Minneapolis, MN

Retired chairman and chief executive officer, General Mills, Inc. Director,
Merck & Co., Inc. and Darden Restaurants, Inc.

Arne H. Carlson+'*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN

Chairman and chief executive officer of the Fund. Chairman, Board Services
Corporation (provides administrative services to boards). Former Governor of
Minnesota.

Lynne V. Cheney
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W. Washington, D.C.

Distinguished Fellow AEI. Former Chair of National Endowment of the Humanities.
Director, The Reader's Digest Association Inc., Lockheed-Martin, and Union
Pacific Resources.

William H. Dudley'**
Born in 1932
2900 IDS Tower
Minneapolis, MN

Senior adviser to the chief executive officer of AEFC.

David R. Hubers**
Born in 1943
2900 IDS Tower
Minneapolis, MN

President, chief executive officer and director of AEFC.

Heinz F. Hutter+'
Born in 1929
P.O. Box 2187
Minneapolis, MN

Retired president and chief operating officer, Cargill, Incorporated (commodity
merchants and processors).

<PAGE>

Anne P. Jones+
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD

Attorney and telecommunications consultant. Former partner, law firm of
Sutherland, Asbill & Brennan. Director, Motorola, Inc. (electronics), C-Cor
Electronics, Inc., and Amnex, Inc. (communications).

William R. Pearce'
Born in 1927
2050 One Financial Plaza
Minneapolis, MN

RII Weyerhaeuser World Timberfund, L.P. (develops timber resources) - management
committee. Retired vice chairman of the board, Cargill, Incorporated (commodity
merchants and processors). Former chairman, Board Services Corporation.

Alan K. Simpson+
Born in 1931
1201 Sunshine Ave.
Cody, WY

Director of The Institute of Politics, Harvard University. Former three-term
United States Senator for Wyoming. Former Assistant Republican Leader, U.S.
Senate. Director, PacifiCorp (electric power) and Biogen (bio-pharmaceuticals).

John R. Thomas+'**
Born in 1937
2900 IDS Tower
Minneapolis, MN

Senior vice president of AEFC.

C. Angus Wurtele+'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN

Retired chairman of the board and chief executive officer, The Valspar
Corporation (paints). Director, Valspar, Bemis Corporation (packaging) and
General Mills, Inc. (consumer foods).

+ Member of executive committee.
' Member of investment review committee.
* Interested person by reason of being an officer and employee of the Fund.
**Interested person by reason of being an officer, board member, employee and/or
shareholder of AEFC or American Express.

<PAGE>

The board has appointed officers who are responsible for day-to-day business
decisions based on policies it has established. In addition to Mr. Carlson, who
is chairman of the board, and Mr. Thomas, who is president, the Fund's other
officers are:

Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN

President of Board Services Corporation. Vice president, general counsel and
secretary for the Fund.

Officers who also are officers and employees of AEFC:

Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN

Director and senior vice president-investments of AEFC. Vice
president-investments for the Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.

John M. Knight
Born in 1952
IDS Tower 10
Minneapolis, MN

Vice President - investment accounting of AEFC. Treasurer for the Fund.

<PAGE>

COMPENSATION FOR BOARD MEMBERS
- --------------------------------------------------------------------------------

During the most recent fiscal year, the independent members of the Fund and
Portfolio boards, for attending up to 28 meetings, received the following
compensation:
<TABLE>
<CAPTION>

Compensation Table
<S> <C> <C> <C>

Total cash compensation
------------------------ ------------------------- from American Express
Board member Aggregate compensation Aggregate compensation Funds and Preferred
from the Fund from the Portfolio Master Trust Group
H. Brewster Atwater, Jr. $ 1,575 $ 2,075 $ 121,000
- -----------------------------
Lynne V. Cheney 1,253 1,788 103,500
- -----------------------------
Heinz F. Hutter 1,250 1,750 101,500
- -----------------------------
Anne P. Jones 1,507 2,047 119,000
- -----------------------------
William R. Pearce 600 850 49,300
- -----------------------------
Alan K. Simpson 1,253 1,788 103,500
- -----------------------------
C. Angus Wurtele 1,675 2,175 127,000
</TABLE>

As of 30 days prior to the date of this SAI, the Fund's board members and
officers as a group owned less than 1% of the outstanding shares of any class.

INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

The financial statements contained in the Annual Report were audited by
independent auditors, KPMG LLP, 4200 Norwest Center, 90 S. Seventh St.,
Minneapolis, MN 55402-3900. The independent auditors also provide other
accounting and tax-related services as requested by the Fund.

<PAGE>

APPENDIX

DESCRIPTION OF RATINGS

Standard & Poor's Debt Ratings
A Standard & Poor's corporate or municipal debt rating is a current assessment
of the creditworthiness of an obligor with respect to a specific obligation.
This assessment may take into consideration obligors such as guarantors,
insurers, or lessees.

The debt rating is not a recommendation to purchase, sell, or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by S&P from other sources it considers reliable. S&P does not perform an audit
in connection with any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended, or withdrawn as a result of
changes in, or unavailability of such information or based on other
circumstances.

The ratings are based, in varying degrees, on the following considerations:

o Likelihood of default capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation.

o Nature of and provisions of the obligation.

o Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization, or other arrangement
under the laws of bankruptcy and other laws affecting creditors'
rights.

Investment Grade

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to
pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in a small degree.

Debt rated A has a strong capacity to pay interest and repay principal, although
it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

Debt rated BBB is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher-rated categories.

<PAGE>

Speculative grade

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major exposures to adverse conditions.

Debt rated BB has less near-term vulnerability to default than other speculative
issues. However, it faces major ongoing uncertainies or exposure to adverse
business, financial, or economic conditions that could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
also is used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.

Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category also is used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

Debt rated CCC has a currently identifiable vulnerability to default and is
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category also is
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

Debt rated CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

Debt rated C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating CI is reserved for income bonds on which no interest is being paid.

Debt rated D is in payment default. The D rating category is used when interest
payments or principal payments are not made on the date due, even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

Moody's Long-Term Debt Ratings

Aaa - Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make the
long-term risk appear somewhat larger than in Aaa securities.

A - Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment some time in the future.

<PAGE>

Baa - Bonds that are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds that are rated Ba are judged to have speculative elements--their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds that are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any long period of time may be small.

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

SHORT-TERM RATINGS

Standard & Poor's Commercial Paper Ratings

A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market.

Ratings are graded into several categories, ranging from A-1 for the highest
quality obligations to D for the lowest. These categories are as follows:

A-1 This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics are denoted
with a plus sign (+) designation.

A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as
high as for issues designated A-1.

A-3 Issues carrying this designation have adequate capacity for
timely payment. They are, however, more vulnerable to the
adverse effects of changes in circumstances than obligations
carrying the higher designations.

B Issues are regarded as having only speculative capacity for
timely payment.

C This rating is assigned to short-term debt obligations with
doubtful capacity for payment.

D Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not made
on the date due, even if the applicable grace period has not
expired, unless S&P believes that such payments will be made
during such grace period.

<PAGE>

Standard & Poor's Note Ratings

An S&P note rating reflects the liquidity factors and market-access risks unique
to notes. Notes maturing in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating.

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues
determined to possess very strong characteristics are given a
plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over
the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

Moody's Short-Term Ratings

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Issuers rated Prime-l (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-l
repayment ability will often be evidenced by many of the following
characteristics: (i) leading market positions in well-established
industries, (ii) high rates of return on funds employed, (iii)
conservative capitalization structure with moderate reliance on debt
and ample asset protection, (iv) broad margins in earnings coverage of
fixed financial charges and high internal cash generation, and (v) well
established access to a range of financial markets and assured sources
of alternate liquidity.

Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above, but
to a lesser degree. Earnings trends and coverage ratios, while sound,
may be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and may require
relatively high financial leverage.
Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating
categories.

<PAGE>

Moody's & S&P's
Short-Term Muni Bonds and Notes

Short-term municipal bonds and notes are rated by Moody's and by S&P. The
ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's MIG 1/VMIG 1 indicates the best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

Moody's MIG 2/VMIG 2 indicates high quality. Margins of protection are ample
although not so large as in the preceding group.

Moody's MIG 3/VMIG 3 indicates favorable quality. All security elements are
accounted for but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

Moody' s MIG 4/VMIG 4 indicates adequate quality. Protection commonly regarded
as required of an investment security is present and although not distinctly or
predominantly speculative, there is specific risk.

Standard & Poor's rating SP-1 indicates very strong or strong capacity to pay
principal and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.

Standard & Poor's rating SP-2 indicates satisfactory capacity to pay principal
and interest.

Standard & Poor's rating SP-3 indicates speculative capacity to pay principal
and interest.

<PAGE>

AXPSM INVESTMENT SERIES, INC.

STATEMENT OF ADDITIONAL INFORMATION

FOR

AXPSM MUTUAL (the Fund)

Nov. 29, 1999

<PAGE>

TABLE OF CONTENTS

Mutual Fund
Checklist......................................................p.3

Fundamental Investment
Policies... ...................................................p.5

Investment Strategies and Types of
Investments....................................................p. 7

Information Regarding Risks and Investment
Strategies.....................................................p. 9

Security Transactions..........................................p. 32

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.........................p. 34

Performance Information........................................p. 34

Valuing Fund Shares............................................p. 35

Investing in the Fund..........................................p. 36

Selling Shares.................................................p. 39

Pay-out Plans..................................................p. 40

Taxes..........................................................p. 41

Agreements.....................................................p. 43

Organizational Information.....................................p. 46

Board Members and Officers.....................................p. 48

Compensation for Board Members.................................p. 51

Independent Auditors...........................................p. 51

Appendix: Description of Ratings..............................p. 52

<PAGE>

MUTUAL FUND CHECKLIST
- --------------------------------------------------------------------------------

|X|
Mutual funds are NOT guaranteed or insured by any
bank or government agency. You can lose money.
|X|
Mutual funds ALWAYS carry investment risks. Some
types carry more risk than others.
|X|
A higher rate of return typically involves a
higher risk of loss.
|X|
Past performance is not a reliable indicator of
future performance.
|X|
ALL mutual funds have costs that lower investment
return.
|X|
You can buy some mutual funds by contacting them
directly. Others, like this one, are sold mainly
through brokers, banks, financial planners, or
insurance agents. If you buy through these
financial professionals, you generally will pay a
sales charge.
|X|
Shop around. Compare a mutual fund with others of
the same type before you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

Have a plan - even a simple plan can help you take control of your financial
future. Review your plan with your advisor at least once a year or more
frequently if your circumstances change.

Dollar-Cost Averaging

<PAGE>

Dollar-cost averaging:

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)

Diversify

Understand Your Investment

Know what you are buying. Make sure you understand the potential risks, rewards,
costs, and expenses associated with each of your investments.

<PAGE>

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

The Fund pursues its investment objective by investing all of its assets in
Balanced Portfolio (the Portfolio) of Growth and Income Trust (the Trust), a
separate investment company, rather than by directly investing in and managing
its own portfolio of securities. The Portfolio has the same investment
objectives, policies, and restrictions as the Fund. References to "Fund" in this
SAI, where applicable, refer to the Fund and Portfolio, collectively, to the
Fund, singularly, or to the Portfolio, singularly.

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

o Concentrate in any one industry. According to the present interpretation by
the Securities and Exchange Commission (SEC), this means no more than 25%
of the Fund's total assets, based on current market value at time of
purchase, can be invested in any one industry.

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

<PAGE>

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

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

Except for the fundamental investment policies listed above, the other
investment policies described in the prospectus and in this SAI are not
fundamental and may be changed by the board at any time.

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
- --------------------------------------------------------------------------------

- ----------------------------------------------------------- --------------------
AXP Mutual

Investment strategies & types of investments: Allowable for the Fund?
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Agency and Government Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Borrowing yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Cash/Money Market Instruments yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Collateralized Bond Obligations yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Commercial Paper yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Common Stock yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Convertible Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Corporate Bonds yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Debt Obligations yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Depositary Receipts yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Derivative Instruments yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Foreign Currency Transactions yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Foreign Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
High-Yield (High-Risk) Securities (Junk Bonds) yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Illiquid and Restricted Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Indexed Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Inverse Floaters yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Investment Companies yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Lending of Portfolio Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Loan Participations yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Mortgage- and Asset-Backed Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Mortgage Dollar Rolls yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Municipal Obligations yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Preferred Stock yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Real Estate Investment Trusts yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Repurchase Agreements yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Reverse Repurchase Agreements yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Short Sales no
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Sovereign Debt yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Structured Products yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Variable- or Floating-Rate Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Warrants yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
When-Issued Securities yes
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities yes
- ---------------------------------------------------------------------------

<PAGE>

The following are guidelines that may be changed by the board at any time:

o No more than 65% of the Fund's total assets will be invested in common
stocks.

o No less than 35% of the Fund's total assets will be invested in senior
securities (preferred stocks and debt obligations), convertible securities,
derivative instruments and money market instruments.

o At least 25% of the Fund's total assets will be invested in debt securities
and convertible securities.

o The Fund will not invest more than 5% of its net assets in bonds below
investment grade.

o The Fund may invest up to 25% of its total assets in foreign investments.

o No more than 5% of the Fund's net assets can be used at any one time for
good faith deposits on futures and premiums for options on futures that do
not offset existing investment positions.

o No more than 10% of the Fund's net assets will be held in securities and
other instruments that are illiquid.

o Ordinarily, less than 25% of the Fund's total assets are invested in
money market instruments.

o The Fund will not buy on margin or sell short, except the Fund may make
margin payments in connection with transactions in futures contracts.

o The Fund will not invest in a company to control or manage it.

o The Fund will not invest more than 10% of its total assets in securities of
investment companies.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

RISKS

Call/Prepayment Risk

The risk that a bond or other security might be called (or otherwise converted,
prepaid, or redeemed) before maturity. This type of risk is closely related to
"reinvestment risk."

Correlation Risk

Credit Risk

Event Risk

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

Foreign/Emerging Markets Risk

The following are all components of foreign/emerging markets risk:

<PAGE>

Inflation Risk

Interest Rate Risk

Issuer Risk

Legal/Legislative Risk

Congress and other governmental units have the power to change existing laws
affecting securities. A change in law might affect an investment adversely.

Leverage Risk

Liquidity Risk

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

Management Risk

<PAGE>

Market Risk

Reinvestment Risk

The risk that an investor will not be able to reinvest income or principal at
the same rate it currently is earning.

Sector/Concentration Risk

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

Small Company Risk

<PAGE>

INVESTMENT STRATEGIES

Agency and Government Securities

Borrowing

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with borrowing include: Inflation Risk and Management
Risk.

Cash/Money Market Instruments

See the appendix for a discussion of securities ratings.

<PAGE>

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with cash/money market instruments include: Credit
Risk, Inflation Risk, and Management Risk.

Collateralized Bond Obligations

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with CBOs include: Call/Prepayment Risk, Credit Risk,
Interest Rate Risk, and Management Risk.

Commercial Paper

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with commercial paper include: Credit Risk, Liquidity
Risk, and Management Risk.

Common Stock

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with common stock include: Issuer Risk, Management
Risk, Market Risk, and Small Company Risk.

Convertible Securities

<PAGE>

Corporate Bonds

Corporate bonds may be either secured or unsecured. Unsecured corporate bonds
are generally referred to as "debentures." See the appendix for a discussion of
securities ratings.

Debt Obligations

<PAGE>

See the appendix for a discussion of securities ratings.

Depositary Receipts

Derivative Instruments

<PAGE>

Futures contracts may be based on various securities, securities indices (such
as the S&P 500 Index), foreign currencies and other financial instruments and
indices.

<PAGE>

Other Risks of Derivatives.

Derivatives are risky investments.

The primary risk of derivatives is the same as the risk of the underlying asset,
namely that the value of the underlying asset may go up or down. Adverse
movements in the value of an underlying asset can expose an investor to losses.
Derivative instruments may include elements of leverage and, accordingly, the
fluctuation of the value of the derivative instrument in relation to the
underlying asset may be magnified. The successful use of derivative instruments
depends upon a variety of factors, particularly the investment manager's ability
to predict movements of the securities, currencies, and commodity markets, which
requires different skills than predicting changes in the prices of individual
securities. There can be no assurance that any particular strategy will succeed.

(See also Foreign Currency Transactions.)

<PAGE>

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with derivative instruments include: Leverage Risk,
Liquidity Risk, and Management Risk.

Foreign Currency Transactions

<PAGE>

(See also Derivative Instruments and Foreign Securities.)

Foreign Securities and Domestic Companies with Foreign Operations

<PAGE>

The introduction of a single currency, the euro, on January 1, 1999 for
participating European nations in the Economic and Monetary Union ("EU")
presents unique uncertainties, including whether the payment and operational
systems of banks and other financial institutions will be ready by the scheduled
launch date; the creation of suitable clearing and settlement payment systems
for the new currency; the legal treatment of certain outstanding financial
contracts after January 1, 1999 that refer to existing currencies rather than
the euro; the establishment and maintenance of exchange rates; the fluctuation
of the euro relative to non-euro currencies during the transition period from
January 1, 1999 to December 31, 2000 and beyond; whether the interest rate, tax
or labor regimes of European countries participating in the euro will converge
over time; and whether the conversion of the currencies of other EU countries
such as the United Kingdom, Denmark, and Greece into the euro and the admission
of other non-EU countries such as Poland, Latvia, and Lithuania as members of
the EU may have an impact on the euro.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with foreign securities include: Foreign/Emerging
Markets Risk, Issuer Risk, and Management Risk.

High-Yield (High-Risk) Securities (Junk Bonds)

See the appendix for a discussion of securities ratings. (See also Debt
Obligations.)

<PAGE>

An investor may have difficulty disposing of certain lower-quality and
comparable unrated securities because there may be a thin trading market for
such securities. Because not all dealers maintain markets in all lower quality
and comparable unrated securities, there is no established retail secondary
market for many of these securities. To the extent a secondary trading market
does exist, it is generally not as liquid as the secondary market for
higher-rated securities. The lack of a liquid secondary market may have an
adverse impact on the market price of the security. The lack of a liquid
secondary market for certain securities also may make it more difficult for an
investor to obtain accurate market quotations. Market quotations are generally
available on many lower-quality and comparable unrated issues only from a
limited number of dealers and may not necessarily represent firm bids of such
dealers or prices for actual sales.

Legislation may be adopted from time to time designed to limit the use of
certain lower quality and comparable unrated securities by certain issuers.

Illiquid and Restricted Securities

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with illiquid and restricted securities include:
Liquidity Risk and Management Risk.

Indexed Securities

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with indexed securities include: Liquidity Risk,
Management Risk, and Market Risk.

Inverse Floaters

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with inverse floaters include: Interest Rate Risk and
Management Risk.

<PAGE>

Investment Companies

The Fund may invest in securities issued by registered and unregistered
investment companies. These investments may involve the duplication of advisory
fees and certain other expenses.

Although one or more of the other risks described in this SAI may apply, the
largest risk associated with the securities of other investment companies
includes: Management Risk and Market Risk.

Lending of Portfolio Securities

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with the lending of portfolio securities include:
Credit Risk and Management Risk.

Loan Participations

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with loan participations include: Credit Risk and
Management Risk.

Mortgage- and Asset-Backed Securities

<PAGE>

Stripped mortgage-backed securities are a type of mortgage-backed security that
receive differing proportions of the interest and principal payments from the
underlying assets. Generally, there are two classes of stripped mortgage-backed
securities: Interest Only (IO) and Principal Only (PO). IOs entitle the holder
to receive distributions consisting of all or a portion of the interest on the
underlying pool of mortgage loans or mortgage-backed securities. POs entitle the
holder to receive distributions consisting of all or a portion of the principal
of the underlying pool of mortgage loans or mortgage-backed securities. The cash
flows and yields on IOs and POs are extremely sensitive to the rate of principal
payments (including prepayments) on the underlying mortgage loans or
mortgage-backed securities. A rapid rate of principal payments may adversely
affect the yield to maturity of IOs. A slow rate of principal payments may
adversely affect the yield to maturity of POs. If prepayments of principal are
greater than anticipated, an investor in IOs may incur substantial losses. If
prepayments of principal are slower than anticipated, the yield on a PO will be
affected more severely than would be the case with a traditional mortgage-backed
security.

Mortgage Dollar Rolls

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with mortgage dollar rolls include: Credit Risk,
Interest Rate Risk, and Management Risk.

<PAGE>

Municipal Obligations

<PAGE>

Preferred Stock

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with preferred stock include: Issuer Risk, Management
Risk, and Market Risk.

Real Estate Investment Trusts

Although one or more of the other risks described in this SAI may apply, the
largest associated with REITs include: Issuer Risk, Management Risk, and Market
Risk.

Repurchase Agreements

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with repurchase agreements include: Credit Risk and
Management Risk.

Reverse Repurchase Agreements

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with reverse repurchase agreements include: Credit
Risk, Interest Rate Risk, and Management Risk.

<PAGE>

Short Sales

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with short sales include: Management Risk and Market
Risk.

Sovereign Debt

Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis that led to defaults and the restructuring of
certain indebtedness.

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with sovereign debt include: Credit Risk,
Foreign/Emerging Markets Risk, and Management Risk.

Structured Products

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with structured products include: Credit Risk,
Liquidity Risk, and Management Risk.

<PAGE>

Variable- or Floating-Rate Securities

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with variable- or floating-rate securities include:
Credit Risk and Management Risk.

Warrants

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with warrants include: Management Risk and Market Risk.

When-Issued Securities

These instruments are contracts to purchase securities for a fixed price at a
future date beyond normal settlement time (when-issued securities or forward
commitments). The price of debt obligations purchased on a when-issued basis,
which may be expressed in yield terms, generally is fixed at the time the
commitment to purchase is made, but delivery and payment for the securities take
place at a later date. Normally, the settlement date occurs within 45 days of
the purchase although in some cases settlement may take longer. The investor
does not pay for the securities or receive dividends or interest on them until
the contractual settlement date. Such instruments involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date,
which risk is in addition to the risk of decline in value of the investor's
other assets. In addition, when the Fund engages in forward commitment and
when-issued transactions, it relies on the counterparty to consummate the
transaction. The failure of the counterparty to consummate the transaction may
result in the Fund losing the opportunity to obtain a price and yield considered
to be advantageous.

<PAGE>

Although one or more of the other risks described in this SAI may apply, the
largest risks associated with when-issued securities include: Credit Risk and
Management Risk.

Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities

<PAGE>

SECURITY TRANSACTIONS
- --------------------------------------------------------------------------------

<PAGE>

The Fund paid total brokerage commissions of $6,804,222 for fiscal year ended
Sept. 30, 1999, $8,262,117 for fiscal year 1998, and $3,749,845 for fiscal year
1997. 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.

Value of Securities
Name of Issuer owned at End of Fiscal Year
-------------- ---------------------------
Bank of America $ 87,350,027
Chase Manhattan 36,180,000
Equitable Life Assurance 5,521,230
Fleet Financial Group 47,297,889
Morgan (JP) 13,137,900
Morgan Stanley 51,282,813
NationsBank 11,328,913
Salomon Smith Barney 14,989,021

The portfolio turnover rate was 134% in the most recent fiscal year, and 98% in
the year before. Higher turnover rates may result in higher brokerage expenses.

<PAGE>

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION

Information about brokerage commissions paid by the Fund for the last three
fiscal years to brokers affiliated with AEFC is contained in the following
table:
<TABLE>
<CAPTION>

As of the end of Fiscal Year

1999 1998 1997

------------------------------------------------ --------------- --------------
<S> <C> <C> <C> <C> <C> <C>

Percent of
--------------- --------------- -------------- Aggregate --------------- --------------
Dollar Amount
of
Aggregate Percent of Transactions Aggregate Aggregate
Dollar amount Aggregate Involving Dollar Amount Dollar Amount
Broker Nature of of Commissions Brokerage Payment of of Commissions of
Affiliation Paid to Broker Commissions Commissions Paid to Broker Commissions
Paid to Broker
American Wholly-owned $112,076 1.65% 1.85% $18,405 $24,783
Enterprise subsidiary of
Investment AEFC
Services Inc.
- ------------------
</TABLE>

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURN

P(1+T)n = ERV

<PAGE>

AGGREGATE TOTAL RETURN

ERV - P
P

VALUING FUND SHARES
- --------------------------------------------------------------------------------

As of the end of the most recent fiscal year, the computation looked like this:
<TABLE>
<CAPTION>

Net asset value
Net assets Shares of one share
outstanding
----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Class A $ 3,101,195,693 divided by $239,593,466 equals $ 12.94
Class B 459,140,489 35,716,069 12.86
Class Y 1,144,666,349 88,422,184 12.95
</TABLE>

In determining net assets before shareholder transactions, the Fund's securities
are valued as follows as of the close of business of the New York Stock Exchange
(the Exchange):

o Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.

<PAGE>

o Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SALES CHARGE

Shares of the Fund are sold at the public offering price. The public offering
price is the NAV of one share adjusted for the sales charge for Class A. For
Class B and Class Y, there is no initial sales charge so the public offering
price is the same as the NAV. For Class A, the public offering price for an
investment of less than $50,000, made on the last day of the most recent fiscal
year, was determined by dividing the NAV of one share, $12.94, by 0.95
(1.00-0.05 for a maximum 5% sales charge) for a public offering price of $13.62.
The sales charge is paid to American Express Financial Advisors Inc. (AEFA) by
the person buying the shares.

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
<TABLE>
<CAPTION>
Within each
increment, sales
charge as a
percentage of:
------------------------------------------------------------
<S> <C> <C>
Public Net
Amount of Investment Offering Price Amount Invested
- -------------------- -------------- ---------------
First $ 50,000 5.0% 5.26%
Next 50,000 4.5 4.71
Next 400,000 3.8 3.95
Next 500,000 2.0 2.04
$1,000,000 or more 0.0 0.00

</TABLE>

<PAGE>

The following table shows the range of sales charges as a percentage of the
public offering price and of the net amount invested on total investments at
each applicable level.
<TABLE>
<CAPTION>

On total
investment, sales
charge as a
percentage of:
------------------------------------------------------------
<S> <C> <C>
Public Net
Offering Price Amount Invested
Amount of investment ranges from:
- ----------------------------------------------
First $ 50,000 5.00% 5.26%
Next 50,000 to 100,000 5.00-4.50 5.26-4.71
Next 100,000 to 500,000 4.50-3.80 4.71-3.95
Next 500,000 to 999,999 3.80-2.00 3.95-2.04
$1,000,000 or more 0.00 0.00
</TABLE>

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%

- --------------------------------------------------------------------------------

Class A - Reducing the Sales Charge

<PAGE>

Class A - Letter of Intent (LOI)

Class Y Shares

o Qualified employee benefit plans* if the plan:

- uses a daily transfer recordkeeping service offering participants
daily access to American Express 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 American Express funds or

- 500 or more participants.

o Nonqualified deferred compensation plans* whose participants are included
in a qualified employee benefit described above.

* Eligibility must be determined in advance by AEFA. To do so, contact your
financial advisor.

SYSTEMATIC INVESTMENT PROGRAMS

<PAGE>

AUTOMATIC DIRECTED DIVIDENDS

o 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;

o 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); and

REJECTION OF BUSINESS

The Fund reserves the right to reject any business, in its sole discretion.

SELLING SHARES
- --------------------------------------------------------------------------------

You have a right to sell your shares at any time. For an explanation of sales
procedures, please see the prospectus.

o The Exchange closes for reasons other than the usual weekend and holiday
closings or trading on the Exchange is restricted, or

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

o The SEC, under the provisions of the 1940 Act, declares a period of
emergency to exist.

<PAGE>

PAY-OUT PLANS
- --------------------------------------------------------------------------------

Plan #1: Pay-out for a fixed period of time

Plan #2: Redemption of a fixed number of shares

<PAGE>

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

TAXES
- --------------------------------------------------------------------------------

For example:

Net investment income dividends received should be treated as dividend income
for federal income tax purposes. Corporate shareholders are generally entitled
to a deduction equal to 70% of that portion of the Fund's dividend that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, 34.61% of the Fund's net investment income
dividends qualified for the corporate deduction.

<PAGE>

AGREEMENTS
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT SERVICES AGREEMENT

For its services, AEFC is paid a fee based on the following schedule. Each class
of the Fund pays its proportionate share of the fee.

Assets Annual rate at
(billions) each asset level
- --------- ----------------
First $1.0 0.530%
Next 1.0 0.505
Next 1.0 0.480
Next 3.0 0.455
Over 6.0 0.430

On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to 0.487% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made.

Before the fee based on the asset charge is paid, it is adjusted for investment
performance. The adjustment, determined monthly, will be calculated using the
percentage point difference between the change in the net asset value of one
Class A share of the Fund and the change in the Lipper Balanced Fund Index
(Index). The performance of one Class A share of the Fund is measured by
computing the percentage difference between the opening and closing net asset
value of one Class A share of the Fund, as of the last business day of the
period selected for comparison, adjusted for dividend or capital gain
distributions which are treated as reinvested at the end of the month during
which the distribution was made. The performance of the Index for the same
period is established by measuring the percentage difference between the
beginning and ending Index for the comparison period. The performance is
adjusted for dividend or capital gain distributions (on the securities which
comprise the Index), which are treated as reinvested at the end of the month
during which the distribution was made. One percentage point will be subtracted
from the calculation to help assure that incentive adjustments are attributable
to AEFC's management abilities rather than random fluctuations and the result
multiplied by 0.01%. That number will be multiplied times the Fund's average net
assets for the comparison period and then divided by the number of months in the
comparison period to determine the monthly adjustment.

The 12 month comparison period rolls over with each succeeding month, so that it
always equals 12 months, ending with the month for which the performance
adjustment is being computed. The adjustment decreased the fee by $1,244,183 for
fiscal year 1999.

The management fee is paid monthly. Under the agreement, the total amount paid
was $23,093,721 for fiscal year 1999, $23,644,896 for fiscal year 1998, and
$21,571,200 for fiscal year 1997.

<PAGE>

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;
postage of confirmations except purchase confirmations; consultants' fees;
compensation of board members, officers and employees; corporate filing fees;
organizational expenses; expenses incurred in connection with lending
securities; and expenses properly payable by the Fund, approved by the board.
Under the agreement, nonadvisory expenses, net of earnings credits, paid by the
Fund were $937,766 for fiscal year 1999, $836,994 for fiscal year 1998, and
$578,518 for fiscal year 1997.

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 at
(billions) each asset level
- --------- ----------------
First $1.0 0.040%
Next 1.0 0.035
Next 1.0 0.030
Next 3.0 0.025
Over 6.0 0.020

On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to 0.031% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made. Under the
agreement, the Fund paid fees of $1,577,728 for fiscal year 1999, $1,584,484 for
fiscal year 1998, and $1,434,260 for fiscal year 1997.

Transfer Agency Agreement

DISTRIBUTION AGREEMENT

AEFA is the Fund's principal underwriter (distributor). The Fund's shares are
offered on a continuous basis.

Under a Distribution Agreement, sales charges deducted for distributing Fund
shares are paid to AEFA daily. These charges amounted to $5,215,138 for fiscal
year 1999. After paying commissions to personal financial advisors, and other
expenses, the amount retained was $476,103. The amounts were $6,234,024 and
$293,913 for fiscal year 1998, and $4,945,297 and $277,279 for fiscal year 1997.

<PAGE>

SHAREHOLDER SERVICE AGREEMENT

PLAN AND AGREEMENT OF DISTRIBUTION

Expenses covered under this Plan include sales commissions; business, employee
and financial advisor expenses charged to distribution of Class A and Class B
shares; and overhead appropriately allocated to the sale of Class A and Class B
shares. These expenses also include costs of providing personal service to
shareholders. A substantial portion of the costs are not specifically identified
to any one of the American Express funds.

The Plan must be approved annually by the board, including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such expenditures were made. The Plan
and any agreement related to it may be terminated at any time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by vote of a majority of the outstanding
voting securities of the relevant class of shares or by AEFA. The Plan (or any
agreement related to it) will terminate in the event of its assignment, as that
term is defined in the 1940 Act. The Plan may not be amended to increase the
amount to be spent for distribution without shareholder approval, and all
material amendments to the Plan must be approved by a majority of the board
members, including a majority of the board members who are not interested
persons of the Fund and who do not have a financial interest in the operation of
the Plan or any agreement related to it. The selection and nomination of
disinterested board members is the responsibility of the other disinterested
board members. No board member who is not an interested person, has any direct
or indirect financial interest in the operation of the Plan or any related
agreement. For the most recent fiscal year, the Fund paid fees of $2,055,291 for
Class A shares and $3,536,451 for Class B shares. For Class A shares, these fees
were based on the 0.25% fee in effect as of July 1, 1999. The Plan was not
effective with respect to Class A shares prior to July 1, 1999. For Class B
shares, these fees were based on the 1.00% fee in effect as of July 1, 1999 and
the 0.75% fee in effect prior thereto. The fee is not allocated to any one
service (such as advertising, payments to underwriters, or other uses). However,
a significant portion of the fee is generally used for sales and promotional
expenses.

Custodian Agreement

The custodian has entered into a sub-custodian agreement with the Bank of New
York, 90 Washington Street, New York, NY 10286. As part of this arrangement,
securities purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial institutions
as permitted by law and by the Fund's sub-custodian agreement.

<PAGE>

ORGANIZATIONAL INFORMATION
- --------------------------------------------------------------------------------

The Fund is an open-end management investment company. The Fund headquarters are
at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.

VOTING RIGHTS

Dividend Rights

<PAGE>

BOARD MEMBERS AND OFFICERS
- --------------------------------------------------------------------------------

Shareholders elect a board that oversees the Fund's operations. The board
appoints officers who are responsible for day-to-day business decisions based on
policies set by the board.

The following is a list of the Fund's board members. They serve 15 Master Trust
portfolios and 58 American Express funds.

H. Brewster Atwater, Jr.'
Born in 1931
4900 IDS Tower
Minneapolis, MN

Retired chairman and chief executive officer, General Mills, Inc. Director,
Merck & Co., Inc. and Darden Restaurants, Inc.

Arne H. Carlson+'*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN

Chairman and chief executive officer of the Fund. Chairman, Board Services
Corporation (provides administrative services to boards). Former Governor of
Minnesota.

Lynne V. Cheney
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W.
Washington, D.C.

Distinguished Fellow AEI. Former Chair of National Endowment of the Humanities.
Director, The Reader's Digest Association Inc., Lockheed-Martin, and Union
Pacific Resources.

William H. Dudley'**
Born in 1932
2900 IDS Tower
Minneapolis, MN

Senior adviser to the chief executive officer of AEFC.

David R. Hubers**
Born in 1943
2900 IDS Tower
Minneapolis, MN

President, chief executive officer and director of AEFC.

<PAGE>

Heinz F. Hutter+'
Born in 1929
P.O. Box 2187
Minneapolis, MN

Retired president and chief operating officer, Cargill, Incorporated (commodity
merchants and processors).

Anne P. Jones+
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD

William R. Pearce'
Born in 1927
2050 One Financial Plaza
Minneapolis, MN

Alan K. Simpson+
Born in 1931
1201 Sunshine Ave.
Cody, WY

John R. Thomas+'**
Born in 1937
2900 IDS Tower
Minneapolis, MN

Senior vice president of AEFC.

C. Angus Wurtele+'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN

Retired chairman of the board and chief executive officer, The Valspar
Corporation (paints). Director, Valspar, Bemis Corporation (packaging) and
General Mills, Inc. (consumer foods).

<PAGE>

Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN

President of Board Services Corporation. Vice president, general counsel and
secretary for the Fund.

Officers who also are officers and employees of AEFC:

Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN

Director and senior vice president-investments of AEFC. Vice
president-investments for the Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.

John M. Knight
Born in 1952
IDS Tower 10
Minneapolis, MN

Vice President - investment accounting of AEFC. Treasurer for the Fund.

<PAGE>

COMPENSATION FOR BOARD MEMBERS
- --------------------------------------------------------------------------------

During the most recent fiscal year, the independent members of the Fund and
Portfolio boards, for attending up to 28 meetings, received the following
compensation:
<TABLE>
<CAPTION>

Compensation Table

------------------------ ------------------------- ------------------------
<S> <C> <C> <C>

Total cash compensation
Board member Aggregate compensation Aggregate compensation from American Express
from the Fund from the Portfolio Funds and Preferred
Master Trust Group
H. Brewster Atwater, Jr. $ 2,075 $ 2,925 $ 121,000
Lynne V. Cheney 1,788 2,698 103,500
Heinz F. Hutter 1,750 2,600 101,500
Anne P. Jones 2,047 2,967 119,000
William R. Pearce 850 1,250 49,300
Alan K. Simpson 1,788 2,698 103,500
C. Angus Wurtele 2,175 3,025 127,000
</TABLE>

As of 30 days prior to the date of this SAI, the Fund's board members and
officers as a group owned less than 1% of the outstanding shares of any class.

INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

<PAGE>

APPENDIX

DESCRIPTION OF RATINGS

The debt rating is not a recommendation to purchase, sell, or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based, in varying degrees, on the following considerations:

o Likelihood of default capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation.

o Nature of and provisions of the obligation.

Investment Grade

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to
pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in a small degree.

Speculative grade

<PAGE>

Debt rated CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating CI is reserved for income bonds on which no interest is being paid.

Moody's Long-Term Debt Ratings

<PAGE>

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

SHORT-TERM RATINGS

Standard & Poor's Commercial Paper Ratings

A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market.

Ratings are graded into several categories, ranging from A-1 for the highest
quality obligations to D for the lowest. These categories are as follows:

A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as
high as for issues designated A-1.

B Issues are regarded as having only speculative capacity for
timely payment.

C This rating is assigned to short-term debt obligations with
doubtful capacity for payment.

<PAGE>

Standard & Poor's Note Ratings

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues
determined to possess very strong characteristics are given a
plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over
the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

Moody's Short-Term Ratings

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Issuers rated Not Prime do not fall within any of the Prime rating
categories.

<PAGE>

Moody's & S&P's
Short-Term Muni Bonds and Notes

Short-term municipal bonds and notes are rated by Moody's and by S&P. The
ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's MIG 2/VMIG 2 indicates high quality. Margins of protection are ample
although not so large as in the preceding group.

Standard & Poor's rating SP-2 indicates satisfactory capacity to pay principal
and interest.

Standard & Poor's rating SP-3 indicates speculative capacity to pay principal
and interest.

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP INVESTMENT SERIES, INC.

We have audited the accompanying statement of assets and liabilities of AXP
Diversified Equity Income Fund (a series of AXP Investment Series, Inc.) as of
September 30, 1999, and the related statement of operations for the year then
ended, and the statements of changes in net assets for each of the years in the
two-year period ended September 30, 1999, and the financial highlights for each
of the years in the five-year period ended September 30, 1999. 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. 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 AXP Diversified Equity Income
Fund as of September 30, 1999, 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.

/s/KPMG LLP
KPMG LLP
Minneapolis, Minnesota
November 5, 1999

Financial Statements

Statement of assets and liabilities
AXP Diversified Equity Income Fund

Sept. 30, 1999

Assets
<S> <C>
Investment in Equity Income Portfolio (Note 1) $2,639,158,772
--------------
Liabilities
Dividends payable to shareholders 353,971
Accrued distribution fee 30,639
Accrued service fee 58
Accrued transfer agency fee 10,910
Accrued administrative services fee 2,270
Other accrued expenses 330,173
-------
Total liabilities 728,021
-------
Net assets applicable to outstanding capital stock $2,638,430,751
==============
Represented by
Capital stock-- $.01 par value (Note 1) $ 2,806,874
Additional paid-in capital 2,320,166,325
Undistributed net investment income 1,924,753
Accumulated net realized gain (loss) 212,521,757
Unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 101,011,042
-----------
Total -- representing net assets applicable to outstanding capital stock $2,638,430,751
==============
Net assets applicable to outstanding shares: Class A $1,984,595,192
Class B $ 632,588,135
Class Y $ 21,247,424
Net asset value per share of outstanding capital stock: Class A shares 211,142,299 $ 9.40
Class B shares 67,284,516 $ 9.40
Class Y shares 2,260,601 $ 9.40
--------- --------------

See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Diversified Equity Income Fund

Year ended Sept. 30, 1999

Investment income
Income:
<S> <C>
Dividends $ 57,959,273
Interest 4,650,925
Less foreign taxes withheld (212,616)
--------
Total income 62,397,582
----------
Expenses (Note 2):
Expenses allocated from Equity Income Portfolio 13,623,016
Distribution fee
Class A 1,338,524
Class B 4,999,378
Transfer agency fee 3,322,968
Incremental transfer agency fee
Class A 234,931
Class B 151,355
Service fee
Class A 2,646,067
Class B 774,130
Class Y 45,619
Administrative services fees and expenses 879,373
Compensation of board members 10,788
Printing and postage 656,257
Registration fees 220,304
Audit fees 8,000
Other 24,931
------
Total expenses 28,935,641
Earnings credits on cash balances (Note 2) (113,726)
--------
Total net expenses 28,821,915
----------
Investment income (loss) -- net 33,575,667
----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
Security transactions 192,843,481
Financial futures contacts 18,442,558
Foreign currency transactions (1,483)
------
Net realized gain (loss) on investments 211,284,556
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 161,033,636
-----------
Net gain (loss) on investments and foreign currencies 372,318,192
-----------
Net increase (decrease) in net assets resulting from operations $405,893,859
============

See accompanying notes to financial statements.
</TABLE>

Statements of changes in net assets
AXP Diversified Equity Income Fund

Year ended Sept. 30, 1999 1998

Operations and distributions
<S> <C> <C>
Investment income (loss)-- net $ 33,575,667 $ 52,730,609
Net realized gain (loss) on investments 211,284,556 263,264,592
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 161,033,636 (386,339,002)
----------- ------------
Net increase (decrease) in net assets resulting from operations 405,893,859 (70,343,801)
----------- -----------
Distributions to shareholders from:
Net investment income
Class A (27,095,529) (43,431,406)
Class B (3,285,043) (6,788,098)
Class Y (714,058) (1,965,470)
Net realized gain
Class A (188,382,739) (175,753,235)
Class B (53,833,250) (38,518,493)
Class Y (8,013,205) (7,752,694)
---------- ----------
Total distributions (281,323,824) (274,209,396)
------------ ------------
Capital share transactions (Note 3)
Proceeds from sales
Class A shares (Note 2) 239,708,503 393,326,066
Class B shares 159,748,121 237,030,056
Class Y shares 16,112,811 28,801,278
Reinvestment of distributions at net asset value
Class A shares 206,091,979 211,289,210
Class B shares 56,396,492 44,910,979
Class Y shares 8,736,974 9,754,110
Payments for redemptions
Class A shares (386,789,771) (300,623,162)
Class B shares (Note 2) (111,644,354) (59,297,707)
Class Y shares (83,588,946) (29,628,489)
----------- -----------
Increase (decrease) in net assets from capital share transactions 104,771,809 535,562,341
----------- -----------
Total increase (decrease) in net assets 229,341,844 191,009,144
Net assets at beginning of year 2,409,088,907 2,218,079,763
------------- -------------
Net assets at end of year $2,638,430,751 $2,409,088,907
============== ==============
Undistributed net investment income $ 1,924,753 $ 616,616
-------------- --------------

See accompanying notes to financial statements.

</TABLE>
<PAGE>

Notes to Financial Statements

AXP Diversified Equity Income Fund

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Investment Series, Inc. and is registered under the
Investment Company Act of 1940 (as amended) as a diversified, open-end
management investment company. AXPInvestment Series, Inc. has 10 billion
authorized shares of capital stock that can be allocated among the separate
series as designated by the board.

The Fund offers Class A, Class B and Class Y shares.

o Class A shares are sold with a front-end sales charge.
o Class B shares may be subject to a contingent deferred sales charge and
automatically convert to Class A shares during the ninth calendar year of
ownership.
o Class Y shares have no sales charge and are offered only to qualifying
institutional investors.

All classes of shares have identical voting, dividend and liquidation rights.
The distribution fee, incremental transfer agency fee and service 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.

Investment in Equity Income Portfolio
The Fund invests all of its assets in Equity Income Portfolio (the Portfolio), a
series of Growth and Income Trust (the Trust), an open-end investment company
that has the same objectives as the Fund. Equity Income Portfolio seeks to
provide shareholders with a high level of current income and, as a secondary
goal, steady growth of capital by investing primarily in dividend-paying stocks.

The Fund records daily its share of the Portfolio's income, expenses and
realized and unrealized gains and losses. The financial statements of the
Portfolio are included elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

The Fund records its investment in the Portfolio at the value that is equal to
the Fund's proportionate ownership interest in the Portfolio's net assets. The
percentage of the Portfolio owned by the Fund as of Sept. 30, 1999 was 99.96%.
Valuation of securities held by the Portfolio is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

Use of estimates
Preparing financial statements that conform to generally accepted accounting
principles requires management to make estimates (e.g., on assets and
liabilities) that could differ from actual results.

Federal taxes
The Fund's policy is to comply with all sections of the Internal Revenue Code
that apply to regulated investment companies and to distribute all of its
taxable income to the shareholders. No provision for income or excise taxes is
thus required.

Net investment income (loss) and net realized gains (losses) may differ for
financial statement and tax purposes primarily because of deferred losses on
certain futures contracts, the recognition of certain foreign currency gains
(losses) as ordinary income (loss) for tax purposes, and losses deferred due to
"wash sale" transactions. The character of distributions made during the year
from net investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. 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.

On the statements of assets and liabilities, as a result of permanent
book-to-tax differences, undistributed net investment income has been decreased
by $1,172,900 and accumulated net realized gain has been increased by
$1,172,900.

Dividends to shareholders
Dividends from net investment income, declared daily and paid each calendar
quarter, are reinvested in additional shares of the Fund at net asset value or
payable in cash. Capital gains, when available, are distributed along with the
last income dividend of the calendar year.

2. EXPENSES AND SALES CHARGES
In addition to the expenses allocated from the Portfolio, the Fund accrues its
own expenses as follows:

The Fund has an agreement with American Express Financial Corporation (AEFC) to
provide administrative services. 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 0.04% 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 and any other expenses properly payable by the Fund and approved by the
board.

Under a separate Transfer Agency Agreement, American Express Client Service
Corporation (AECSC) maintains shareholder accounts and records. The Fund pays
AECSC an annual fee per shareholder account for this service as follows:

o Class A $19
o Class B $20
o Class Y $17

Under terms of a prior agreement that ended Jan. 31, 1999, the Fund paid a
transfer agency fee at an annual rate per shareholder account of $15 for Class A
and $16 for Class B. Under terms of a prior agreement that ended March 31, 1999,
the Fund paid a transfer agency fee at an annual rate per shareholder account of
$15 for Class Y.

The Fund has agreements with American Express Financial Advisors Inc. for
distribution and shareholder services. Under a Plan and Agreement of
Distribution (the Plan), the Fund pays a distribution fee at an annual rate up
to 0.25% of the Fund's average daily net assets attributable to Class A shares
and up to 1.00% for Class B shares. The Plan went into effect July 1, 1999.
Under terms of a prior Plan and Agreement of Distribution (the Prior Plan) that
ended June 30, 1999, the Fund paid a distribution fee for Class B shares at an
annual rate up to 0.75% of average daily net assets. The Prior Plan was not
effective with respect to Class A shares.

Under a Shareholder Service Agreement, the Fund's Class Y shares pay a fee for
service provided to shareholders by financial advisors and other servicing
agents. The fee is calculated at a rate of 0.10% of the Fund's average daily net
assets attributable to Class Y shares. Under terms of a prior agreement that
ended June 30, 1999, the Fund paid a shareholder service fee for Class A and
Class B shares at a rate of 0.175% of average daily net assets. Effective July
1, 1999 the agreement for Class A and Class B shares was converted to the Plan
and Agreement of Distribution discussed above.

Sales charges received by American Express Financial Advisors Inc. for
distributing Fund shares were $4,537,513 for Class A and $570,513 for Class B
for the year ended Sept. 30, 1999.

During the year ended Sept. 30, 1999, the Fund's transfer agency fees were
reduced by $113,726 as a result of earnings credits from overnight cash
balances.

3. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:

Year ended Sept. 30, 1999

Class A Class B Class Y

Sold 24,510,779 16,309,409 1,685,598
Issued for reinvested distributions 22,400,615 6,145,593 952,278
Redeemed (39,784,254) (11,498,308) (8,845,686)
----------- ----------- ----------
Net increase (decrease) 7,127,140 10,956,694 (6,207,810)

Year ended Sept. 30, 1998

Class A Class B Class Y

Sold 39,550,200 23,873,696 2,888,847
Issued for reinvested distributions 22,731,782 4,842,867 1,048,649
Redeemed (30,436,389) (6,051,331) (3,044,633)
----------- ---------- ----------
Net increase (decrease) 31,845,593 22,665,232 892,863

4. BANK BORROWINGS
The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the aggregate of 333% of advances equal to or less than five business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to participate with other American Express funds, permits borrowings up
to $200 million, collectively. Interest is charged to each Fund based on its
borrowings at a rate equal to the Federal Funds Rate plus 0.30% or the
Eurodollar Rate (Reserve Adjusted) plus 0.20%. Borrowings are payable up to 90
days after such loan is executed. The Fund also pays a commitment fee equal to
its pro rata share of the amount of the credit facility at a rate of 0.05% per
annum. The Fund had no borrowings outstanding during the year ended Sept. 30,
1999.

5. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
is presented on pages 30 and 31 of the prospectus.

<PAGE>
Independent Auditors' Report

THE BOARD OF TRUSTEES AND UNITHOLDERS
GROWTH AND INCOME TRUST

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments in securities, of Equity Income Portfolio (a series
of Growth and Income Trust) as of September 30, 1999, the related statement of
operations for the year then ended and the statements of changes in net assets
for each of the years in the two-year period ended September 30, 1999. These
financial statements are the responsibility of portfolio management. Our
responsibility is to express an opinion on these financial statements 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 are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of September 30, 1999, by correspondence
with the custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Equity Income Portfolio as of
September 30, 1999, and the results of its operations and the changes in its net
assets for the periods stated in the first paragraph above, in conformity with
generally accepted accounting principles.

/s/KPMG LLP
KPMG LLP
Minneapolis, Minnesota
November 5, 1999

<PAGE>

Financial Statements

Statement of assets and liabilities
Equity Income Portfolio

Sept. 30, 1999

Assets
Investments in securities, at value (Note 1)
(identified cost $2,555,625,742) $2,656,673,895
Dividends and accrued interest receivable 3,599,886
---------
Total assets 2,660,273,781
-------------
Liabilities
Disbursement in excess of cash on demand deposit 1,146,974
Payable for investment securities purchased 7,766,234
Payable upon return of securities loaned (Note 4) 11,003,200
Accrued investment management services fee 35,027
Other accrued expenses 142,991
-------
Total liabilities 20,094,426
----------
Net assets applicable to outstanding capital stock $2,640,179,355
--------------

See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

Statement of operations
Equity Income Portfolio

Year ended Sept. 30, 1999

Investment income
Income:
<S> <C>
Dividends $ 57,981,376
Interest 4,600,549
Less foreign taxes withheld (212,696)
--------
Total income 62,369,229
----------
Expenses (Note 2):
Investment management services fee 13,270,362
Compensation of board members 14,898
Custodian fees 227,178
Audit fees 24,000
Other 99,742
------
Total expenses 13,636,180
Earnings credits on cash balances (Note 2) (7,961)
------
Total net expenses 13,628,219
----------
Investment income (loss) -- net 48,741,010
----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
Security transactions (Note 3) 192,917,723
Financial futures contracts 18,449,477
Foreign currency transactions (1,492)
------
Net realized gain (loss) on investments 211,365,708
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 161,093,888
-----------
Net gain (loss) on investments and foreign currencies 372,459,596
-----------
Net increase (decrease) in net assets resulting from operations $421,200,606
============

See accompanying notes to financial statements.
</TABLE>

Statements of changes in net assets
Equity Income Portfolio

Year ended Sept. 30, 1999 1998

Operations
<S> <C> <C>
Investment income (loss)-- net $ 48,741,010 $ 64,833,066
Net realized gain (loss) on investments 211,365,708 263,358,256
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 161,093,888 (386,481,334)
----------- ------------
Net increase (decrease) in net assets resulting from operations 421,200,606 (58,290,012)
Net contributions (withdrawals) from partners (191,699,690) 248,383,687
------------ -----------
Total increase (decrease) in net assets 229,500,916 190,093,675
Net assets at beginning of year 2,410,678,439 2,220,584,764
------------- -------------
Net assets at end of year $2,640,179,355 $2,410,678,439
============== ==============

See accompanying notes to financial statements.

</TABLE>
<PAGE>

Notes to Financial Statements

Equity Income Portfolio

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Equity Income Portfolio (the Portfolio) is a series of Growth and Income Trust
(the Trust) and is registered under the Investment Company Act of 1940 (as
amended) as a diversified, open-end management investment company. Equity Income
Portfolio seeks to provide a high level of current income and, as a secondary
goal, steady growth of capital by investing primarily in dividend-paying stocks.
The Declaration of Trust permits the Trustees to issue non-transferable
interests in the Portfolio.

The Portfolio's significant accounting policies are summarized below:

Valuation of securities
All securities are valued at the close of each business day. Securities traded
on national securities exchanges or included in national market systems are
valued at the last quoted sales price. Debt securities are generally traded in
the over-the-counter market and are valued at a price that reflects fair value
as quoted by dealers in these securities or by an independent pricing service.
Securities for which market quotations are not readily available are valued at
fair value according to methods selected in good faith by the board. Short-term
securities maturing in more than 60 days from the valuation date are valued at
the market price or approximate market value based on current interest rates;
those maturing in 60 days or less are valued at amortized cost.

Option transactions
To produce incremental earnings, protect gains and facilitate buying and selling
of securities for investments, the Portfolio may buy and write options traded on
any U.S. or foreign exchange or in the over-the-counter market where completing
the obligation depends upon the credit standing of the other party. The
Portfolio also may buy and sell put and call options and write covered call
options on portfolio securities as well as write cash-secured put options. The
risk in writing a call option is that the Portfolio gives up the opportunity for
profit if the market price of the security increases. The risk in writing a put
option is that the Portfolio may incur a loss if the market price of the
security decreases and the option is exercised. The risk in buying an option is
that the Portfolio pays a premium whether or not the option is exercised. The
Portfolio also has the additional risk of being unable to enter into a closing
transaction if a liquid secondary market does not exist.

Option contracts are valued daily at the closing prices on their primary
exchanges and unrealized appreciation or depreciation is recorded. The Portfolio
will realize a gain or loss when the option transaction expires or closes. When
an option is exercised, the proceeds on sales for a written call option, the
purchase cost for a written put option or the cost of a security for a purchased
put or call option is adjusted by the amount of premium received or paid.

Futures transactions
To gain exposure to or protect itself from market changes, the Portfolio may buy
and sell financial futures contracts traded on any U.S. or foreign exchange. The
Portfolio also may buy and write put and call options on these futures
contracts. Risks of entering into futures contracts and related options include
the possibility of an illiquid market and that a change in the value of the
contract or option may not correlate with changes in the value of the underlying
securities.

Upon entering into a futures contract, the Portfolio is required to deposit
either cash or securities in an amount (initial margin) equal to a certain
percentage of the contract value. Subsequent payments (variation margin) are
made or received by the Portfolio each day. The variation margin payments are
equal to the daily changes in the contract value and are recorded as unrealized
gains and losses. The Portfolio recognizes a realized gain or loss when the
contract is closed or expires.

Foreign currency translations and foreign currency contracts
Securities and other assets and liabilities denominated in foreign currencies
are translated daily into U.S. dollars. Foreign currency amounts related to the
purchase or sale of securities and income and expenses are translated at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized and unrealized security gains or losses is reflected as a
component of such gains or losses. In the statement of operations, net realized
gains or losses from foreign currency transactions, if any, may arise from sales
of foreign currency, closed forward contracts, exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation gains or losses on dividends, interest income and foreign
withholding taxes.

The Portfolio may enter into forward foreign currency exchange contracts for
operational purposes and to protect against adverse exchange rate fluctuation.
The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Portfolio and the resulting unrealized appreciation or
depreciation are determined using foreign currency exchange rates from an
independent pricing service. The Portfolio is subject to the credit risk that
the other party will not complete its contract obligations.

Federal taxes
For federal income tax purposes the Portfolio qualifies as a partnership and
each investor in the Portfolio is treated as the owner of its proportionate
share of the net assets, income, expenses and realized and unrealized gains and
losses of the Portfolio. As a "pass-through" entity, the Portfolio therefore
does not pay any income dividends or capital gain distributions.

Other
Security transactions are accounted for on the date securities are purchased or
sold. Dividend income is recognized on the ex-dividend date and interest income,
including level-yield amortization of premium and discount, is accrued daily.

2. FEES AND EXPENSES
The Trust, on behalf of the Portfolio, has an Investment Management Services
Agreement with AEFC to manage its portfolio. Under this agreement, AEFC
determines which securities will be purchased, held or sold. The management fee
is a percentage of the Portfolio's average daily net assets in reducing
percentages from 0.53% to 0.4% annually. Effective with the new Investment
Management Services Agreement, the fee will be adjusted upward or downward by a
performance incentive adjustment based on the Fund's average daily net assets
over a rolling 12-month period as measured against the change in the Lipper
Equity Income Fund Index. The maximum adjustment is 0.08% of the Fund's average
daily net assets after deducting 1% from the performance difference. If the
performance difference is less than 1%, the adjustment will be zero. The first
adjustment will be made on Jan. 1, 2000 and will cover the six-month period
beginning July 1, 1999.

Under the agreement, the Trust also pays taxes, brokerage commissions and
nonadvisory expenses, which include custodian fees, audit and certain legal
fees, fidelity bond premiums, registration fees for units, office expenses,
consultants' fees, compensation of trustees, corporate filing fees, expenses
incurred in connection with lending securities of the Portfolio and any other
expenses properly payable by the Trust or Portfolio and approved by the board.

During the year ended Sept. 30, 1999, the Portfolio's custodian fees were
reduced by $7,961 as a result of earnings credits from overnight cash balances.
The Portfolio also pays custodian fees to American Express Trust Company, an
affiliate of AEFC.

According to a Placement Agency Agreement, American Express Financial Advisors
Inc. acts as placement agent of the Trust's units.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities (other than short-term
obligations) aggregated $2,166,435,922 and $2,237,719,660, respectively, for the
year ended Sept. 30, 1999. For the same period, the portfolio turnover rate was
84%. Realized gains and losses are determined on an identified cost basis.

Brokerage commissions paid to brokers affiliated with AEFC were $111,698 for the
year ended Sept. 30, 1999.

4. LENDING OF PORTFOLIO SECURITIES
As of Sept. 30, 1999, securities valued at $11,743,800 were on loan to brokers.
For collateral, the Portfolio received $11,003,200 in cash. As of Sept. 30,
1999, due to fluctuating market conditions, the Fund requested additional
collateral, which was received on Oct. 1, 1999. Income from securities lending
amounted to $395,032 for the year ended Sept. 30, 1999. The risks to the
Portfolio of securities lending are that the borrower may not provide additional
collateral when required or return the securities when due.

Investments in Securities

Equity Income Portfolio
Sept. 30, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (93.2%)
Issuer Shares Value(a)

Aerospace & defense (2.2%)
<S> <C> <C>
AlliedSignal 130,000 $7,791,875
Goodrich (BF) 640,000 18,560,000
Rockwell Intl 602,000 31,605,000
Total 57,956,875

Automotive & related (3.5%)
Dana 500,000 18,562,500
Ford Motor 590,000 29,610,625
General Motors 290,000 18,251,875
TRW 530,000 26,367,500
Total 92,792,500

Banks and savings & loans (9.6%)
Allied Capital 567,550 12,734,403
Bank of America 1,015,000 56,522,812
Bank of New York 745,000 24,910,938
BankBoston 325,000 14,096,875
Chase Manhattan 235,400 17,743,275
First Union 623,000 22,155,438
Fleet Financial Group 645,000 23,623,125
Mellon Bank 805,000 27,168,750
Washington Mutual 660,000 19,305,000
Wells Fargo 905,000 35,860,624
Total 254,121,240

Building materials & construction (0.9%)
Fluor 465,000 18,716,250
Martin Marietta Materials 156,800 6,262,200
Total 24,978,450

Chemicals (2.8%)
Dow Chemical 135,000 15,339,375
Du Pont (EI) de Nemours 510,661 31,086,488
Imperial Chemical Inds ADR 360,000(c) 15,547,500
Lyondell Petrochemical 930,000 12,438,750
Total 74,412,113

Communications equipment & services (1.5%)
Motorola 445,000 39,160,000

Computers & office equipment (7.3%)
BMC Software 250,000(b) 17,890,625
Electronic Data Systems 235,000 12,440,313
Equant 175,100(b,c) 14,248,763
First Data 292,300 12,824,663
Hewlett-Packard 200,000 18,400,000
Intl Business Machines 515,000 62,508,124
NOVA 1,098,800(b) 27,470,000
Solectron 370,000(b) 26,570,625
Total 192,353,113

Energy (10.8%)
Chevron 690,000 61,237,500
Conoco Cl A 1,300,000(d) 36,075,000
Conoco Cl B 175,050 4,791,994
ENI 5,290,000(b,c) 33,155,345
FirstEnergy 435,000 11,092,500
Mobil 630,000 63,472,499
Sunoco 920,000 25,185,000
Texaco 790,000 49,868,750
Total 284,878,588

Financial services (8.7%)
Alliance Capital Management LP 1,005,000 27,574,688
Associates First Capital Cl A 755,000 27,180,000
Citigroup 1,980,000 87,120,000
MBNA 1,730,000 39,465,625
Morgan Stanley, Dean Witter, Discover & Co 530,000 47,269,375
Total 228,609,688

Food (2.8%)
Bestfoods 505,000 24,492,500
General Mills 315,000 25,554,375
Sara Lee 1,020,000 23,906,250
Total 73,953,125

Health care (4.0%)
American Home Products 465,000 19,297,500
Bausch & Lomb 420,000 27,693,750
Baxter Intl 360,000 21,690,000
Mylan Laboratories 715,000 13,138,125
Pharmacia & Upjohn 475,000 23,571,875
Total 105,391,250

Household products (2.0%)
Colgate-Palmolive 600,000 27,450,000
Kimberly-Clark 495,000 25,987,500
Total 53,437,500

Industrial equipment & services (3.1%)
Caterpillar 200,000 10,962,500
Illinois Tool Works 490,000 36,535,625
Parker-Hannifin 750,000 33,609,375
Total 81,107,500

Insurance (6.6%)
American General 845,000 53,393,438
American Intl Group 781,250 67,919,921
Lincoln Natl 937,665 35,221,042
Marsh & McLennan 263,500 18,049,750
Total 174,584,151

Media (2.8%)
CBS 1,136,800 52,577,000
MediaOne Group 300,000(b) 20,493,750
Total 73,070,750

Multi-industry conglomerates (0.5%)
Emerson Electric 225,000 14,217,188

Paper & packaging (3.0%)
American Natl Can Group 1,400,000(b) 22,137,500
Intl Paper 1,160,000 55,752,500
Total 77,890,000

Retail (4.9%)
Circuit City Stores 1,280,100 54,004,218
CVS 705,000 28,772,813
Dayton Hudson 775,000 46,548,438
Total 129,325,469

Transportation (0.4%)
Teekay Shipping 750,000 11,718,750

Utilities -- electric (4.3%)
Carolina Power & Light 305,000 10,789,375
CMS Energy 450,000 15,271,875
Duke Energy 346,100 19,078,762
Edison Intl 655,000 15,924,687
New Century Energies 425,000 14,210,938
NiSource 500,000 11,062,500
Northern States Power 655,000 14,123,438
Texas Utilities 350,000 13,059,375
Total 113,520,950

Utilities -- gas (0.6%)
El Paso Energy 380,000 15,128,750

Utilities -- telephone (10.8%)
ALLTEL 100,000 7,037,500
Ameritech 775,000 52,070,312
AT&T 1,365,000 59,377,499
Bell Atlantic 615,000 41,397,187
BellSouth 755,000 33,975,000
GTE 189,600 14,575,500
MCI WorldCom 536,000(b) 38,525,000
SBC Communications 365,000 18,637,813
U S WEST Communications Group 375,000 21,398,438
Total 286,994,249

Total common stocks
(Cost: $2,354,502,486) $2,459,602,199

Preferred stocks (2.1%)

Issuer Shares Value(a)

Cox Communications
7.00% Cm Cv 300,000 $17,325,000
Union Pacific Capital
6.25% Cv 811,500 36,821,813

Total preferred stocks
(Cost: $54,844,779) $54,146,813

See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Bond (0.7%)

Issuer Coupon Principal Value(a)
rate amount

Waste Management
Cv Sub Nts
<S> <C> <C> <C>
02-01-02 4.00% $21,000,000 $18,617,130

Total bond
(Cost: $21,944,946) $18,617,130

Short-term securities (4.7%)

Issuer Annualized Amount Value(a)
yield on date payable at
of purchase maturity

U.S. government agencies (1.6%)
Federal Home Loan Bank Disc Nt
10-08-99 5.11% $10,400,000 $10,387,826
Federal Home Loan Mtge Corp Disc Nts
10-18-99 5.20 8,000,000 7,979,240
10-21-99 5.24 7,700,000 7,676,554
11-08-99 5.28 2,700,000 2,684,644
11-30-99 5.29 11,800,000 11,691,829
Federal Natl Mtge Assn Disc Nt
10-01-99 5.20 2,000,000 1,999,711
Total 42,419,804

Commercial paper (3.1%)
Alcoa
10-13-99 5.30 5,000,000 4,990,448
10-28-99 5.31 4,100,000 4,083,130
11-12-99 5.35 7,200,000 7,151,860
Ameritech Capital Funding
10-01-99 5.60 7,500,000(e) 7,498,833
Barclay's U.S. Funding
10-26-99 5.32 1,900,000 1,892,727
BellSouth Telecommunications
10-21-99 5.32 1,100,000 1,096,599
Daimler/Chrylser
10-29-99 5.32 8,000,000 7,965,844
Hewlett-Packard
11-01-99 5.30 6,900,000 6,867,615
11-24-99 5.32 5,900,000 5,851,235
Merrill Lynch
10-20-99 5.30 2,400,000 2,392,960
Pfizer
10-19-99 5.29 8,400,000(e) 8,376,591
Procter & Gamble
10-19-99 5.29 5,700,000 5,684,116
Salomon Smith Barney
10-05-99 5.18 5,700,000 5,695,828
United Parcel Services
11-03-99 5.32 10,600,000 10,547,040
Wal-Mart Stores
10-26-99 5.31 1,800,000(e) 1,793,123
Total 81,887,949

Total short-term securities
(Cost: $124,333,531) $124,307,753

Total investments in securities
(Cost: $2,555,625,742)(f) $2,656,673,895

See accompanying notes to investments in securities.
</TABLE>
<PAGE>

Notes to investments in securities

(a) Securities are valued by procedures described in Note 1 to the financial
statements.

(b) Non-income producing.

(c) Foreign security values are stated in U.S. dollars. As of Sept. 30, 1999,
the value of foreign securities represented 2.38% of net assets.

(d) Security is partially or fully on loan. See Note 4 to the financial
statements.

(e) Commercial paper sold within terms of a private placement memorandum, exempt
from registration under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under guidelines established by
the board.

(f) At Sept. 30, 1999, the cost of securities for federal income tax purposes
was $2,556,017,758 and the aggregate gross unrealized appreciation and
depreciation based on that cost was:

Unrealized appreciation $272,794,658
Unrealized depreciation (172,138,521)
------------
Net unrealized appreciation $100,656,137

<PAGE>
Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP INVESTMENT SERIES, INC.

We have audited the accompanying statement of assets and liabilities of AXP
Mutual (a series of AXP Investment Series, Inc.) as of September 30, 1999, and
the related statement of operations for the year then ended and the statements
of changes in net assets for each of the years in the two-year period ended
September 30, 1999, and the financial highlights for each of the years in the
five-year period ended September 30, 1999. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AXP Mutual as of September 30,
1999, 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.

/s/KPMG LLP
KPMG LLP
Minneapolis, Minnesota
November 5, 1999
<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Mutual

Sept. 30, 1999

Assets
<S> <C>
Investments in Balanced Portfolio (Note 1) $4,705,221,729
--------------
Liabilities
Accrued distribution fee 33,661
Accrued service fee 3,189
Accrued transfer agency fee 16,876
Accrued administrative services fee 4,047
Other accrued expenses 161,425
-------
Total liabilities 219,198
-------
Net assets applicable to outstanding capital stock $4,705,002,531
==============
Represented by
Capital stock-- $.01 par value (Note 1) $ 3,637,317
Additional paid-in capital 4,302,335,542
Undistributed net investment income 2,722,083
Accumulated net realized gain (loss) 273,842,299
Unrealized appreciation (depreciation) on investments and on
translation of assets and liabilities in foreign currencies 122,465,290
-----------
Total -- representing net assets applicable to outstanding capital stock $4,705,002,531
==============
Net assets applicable to outstanding shares: Class A $3,101,195,693
Class B $ 459,140,489
Class Y $1,144,666,349
Net asset value per share of outstanding capital stock: Class A shares 239,593,466 $ 12.94
Class B shares 35,716,069 $ 12.86
Class Y shares 88,422,184 $ 12.95
---------- --------------

See accompanying notes to financial statements.
</TABLE>

Statement of operations
AXP Mutual

Year ended Sept. 30, 1999

Investment income
Income:
<S> <C>
Dividends $ 57,398,787
Interest 118,767,317
Less foreign taxes withheld (45,124)
-------
Total income 176,120,980
-----------
Expenses (Note 2):
Expenses allocated from Balanced Portfolio 23,521,886
Distribution fee
Class A 2,055,291
Class B 3,536,451
Transfer agency fee 5,578,777
Incremental transfer agency fee
Class A 263,783
Class B 99,687
Service fee
Class A 4,153,646
Class B 546,832
Class Y 1,327,460
Administrative services fees and expenses 1,577,728
Compensation of board members 14,898
Printing and postage 538,575
Registration fees 88,551
Audit fees 10,250
Other 11,975
------
Total expenses 43,325,790
Earnings credits on cash balances (Note 2) (160,348)
--------
Total net expenses 43,165,442
----------
Investment income (loss) -- net 132,955,538
-----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss):
Security transactions 209,509,143
Financial futures contracts 45,972,229
Foreign currency transactions 17,626
Options contracts written 19,656,430
----------
Net realized gain (loss) on investments 275,155,428
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 151,627,239
-----------
Net gain (loss) on investments and foreign currencies 426,782,667
-----------
Net increase (decrease) in net assets resulting from operations $559,738,205
============

See accompanying notes to financial statements.
</TABLE>

Statements of changes in net assets
AXP Mutual

Year ended Sept. 30, 1999 1998

Operations and distributions
<S> <C> <C>
Investment income (loss)-- net $ 132,955,538 $ 168,120,630
Net realized gain (loss) on investments 275,155,428 536,817,331
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 151,627,239 (663,214,406)
----------- ------------
Net increase (decrease) in net assets resulting from operations 559,738,205 41,723,555
----------- ----------
Distributions to shareholders from:
Net investment income
Class A (85,884,466) (108,346,778)
Class B (8,498,742) (8,816,146)
Class Y (36,023,973) (49,253,663)
Net realized gain
Class A (339,669,342) (351,321,509)
Class B (42,241,506) (31,416,863)
Class Y (149,459,194) (151,670,487)
------------ ------------
Total distributions (661,777,223) (700,825,446)
------------ ------------
Capital share transactions (Note 3)
Proceeds from sales
Class A shares (Note 2) 232,550,724 257,299,934
Class B shares 140,100,650 145,988,341
Class Y shares 256,437,748 458,580,183
Reinvestment of distributions at net asset value
Class A shares 377,479,648 406,345,457
Class B shares 49,757,221 39,425,789
Class Y shares 185,483,167 200,924,150
Payments for redemptions
Class A shares (493,616,208) (434,254,951)
Class B shares (Note 2) (78,008,197) (44,948,636)
Class Y shares (612,808,155) (472,541,514)
------------ ------------
Increase (decrease) in net assets from capital share transactions 57,376,598 556,818,753
---------- -----------
Total increase (decrease) in net assets (44,662,420) (102,283,138)
Net assets at beginning of year 4,749,664,951 4,851,948,089
------------- -------------
Net assets at end of year $4,705,002,531 $4,749,664,951
============== ==============
Undistributed net investment income $ 2,722,083 $ 2,621,849
-------------- --------------

See accompanying notes to financial statements.
</TABLE>
<PAGE>

Notes to Financial Statements
AXP Mutual

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Investment Series, Inc. and is registered under the
Investment Company Act of 1940 (as amended) as a diversified, open-end
management investment company. AXP Investment Series, Inc. has 10 billion
authorized shares of capital stock that can be allocated among the separate
series as designated by the board.

The Fund offers Class A, Class B and Class Y shares.

Investment in Balanced Portfolio
The Fund invests all of its assets in Balanced Portfolio (the Portfolio), a
series of Growth and Income Trust (the Trust), an open-end investment company
that has the same objectives as the Fund. The Portfolio invests primarily in a
combination of common stocks and senior securities (debt obligations and
preferred stocks).

The Fund records its investment in the Portfolio at the value that is equal to
the Fund's proportionate ownership interest in the Portfolio's net assets. The
percentage of the Portfolio owned by the Fund as of Sept. 30, 1999 was 99.97%.
Valuation of securities held by the Portfolio is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences, undistributed net investment income has been decreased by
$2,448,123 and accumulated net realized gain has been increased by $2,448,123.

Dividends to shareholders
Dividends from net investment income, declared and paid each calendar quarter,
are reinvested in additional shares of the Fund at net asset value or payable in
cash. Capital gains, when available, are distributed along with the last income
dividend of the calendar year.

2. EXPENSES AND SALES CHARGES
In addition to the expenses allocated from the Portfolio, the Fund accrues its
own expenses as follows:

o Class A $19
o Class B $20
o Class Y $17

Under a Shareholder Service Agreement, the Fund's Class Y shares pay a fee for
service provided to shareholders by financial advisors and other servicing
agents. The fee is calculated at a rate of 0.10% of the Fund's average daily net
assets attributable to Class Y shares. Under terms of a prior agreement that
ended June 30, 1999, the Fund paid a shareholder service fee for Class A and
Class B shares at a rate of 0.175% of average daily net assets. Effective July
1, 1999, the agreement for Class A and Class B shares was converted to the Plan
and Agreement of Distribution discussed above.

Sales charges received by American Express Financial Advisors Inc. for
distributing Fund shares were $4,797,220 for Class A and $417,918 for Class B
for the year ended Sept. 30, 1999.

During the year ended Sept. 30, 1999, the Fund's transfer agency fees were
reduced by $160,348 as a result of earnings credits from overnight cash
balances.

3. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:

Year ended Sept. 30, 1999

Class A Class B Class Y

Sold 17,205,572 10,426,243 18,943,044
Issued for reinvested distributions 29,201,918 3,876,603 14,350,544
Redeemed (36,422,930) (5,801,641) (45,585,649)
----------- ---------- -----------
Net increase (decrease) 9,984,560 8,501,205 (12,292,061)

Year ended Sept. 30, 1998

Class A Class B Class Y

Sold 17,836,543 10,193,781 31,856,564
Issued for reinvested distributions 29,658,735 2,893,659 14,655,420
Redeemed (30,130,218) (3,155,238) (33,071,646)
----------- ---------- -----------
Net increase (decrease) 17,365,060 9,932,202 13,440,338

5. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
is presented on pages 30 and 31 of the prospectus.
<PAGE>
Independent Auditors' Report

THE BOARD OF TRUSTEES AND UNITHOLDERS
GROWTH AND INCOME TRUST

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments in securities, of Balanced Portfolio (a series of
Growth and Income Trust) as of September 30, 1999, and the related statement of
operations for the year then ended and the statements of changes in net assets
for each of the years in the two-year period ended September 30, 1999. These
financial statements are the responsibility of portfolio management. Our
responsibility is to express an opinion on these financial statements 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 are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of September 30, 1999, by correspondence
with the custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Balanced Portfolio at September
30, 1999, and the results of its operations and the changes in its net assets
for the periods stated in the first paragraph above, in conformity with
generally accepted accounting principles.

/s/KPMG LLP
KPMG LLP
Minneapolis, Minnesota
November 5, 1999
<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
Balanced Portfolio

Sept. 30, 1999

Assets
Investments in securities, at value (Note 1)
<S> <C>
(identified cost $4,951,575,740) $5,068,259,005
Cash in bank on demand deposit 2,170,728
Dividends and accrued interest receivable 29,944,159
Receivable for investment securities sold 52,282,372
U.S. government securities held as collateral (Note 6) 102,622,654
-----------
Total assets 5,255,278,918
-------------
Liabilities
Payable for investment securities purchased 289,984,158
Payable upon return of securities loaned (Note 6) 257,185,154
Accrued investment management services fee 62,853
Other accrued expenses 37,667
Options contracts written, at value (premium received $1,822,960) (Note 4) 1,595,650
---------
Total liabilities 548,865,482
-----------
Net assets $4,706,413,436
==============

See accompanying notes to financial statements.
</TABLE>

Statement of operations
Balanced Portfolio

Year ended Sept. 30, 1999

Investment income
Income:
<S> <C>
Dividends $ 57,412,690
Interest 118,706,531
Less foreign taxes withheld (45,135)
-------
Total income 176,074,086
-----------
Expenses (Note 2):
Investment management services fee 23,093,721
Compensation of board members 21,888
Custodian fees 321,150
Audit fees 30,750
Other 67,030
------
Total expenses 23,534,539
Earnings credits on cash balances (Note 2) (6,953)
------
Total net expenses 23,527,586
----------
Investment income (loss) -- net 152,546,500
-----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
Security transactions (Note 3) 209,560,355
Financial future contracts 45,983,773
Foreign currency transactions 17,631
Options contracts written (Note 4) 19,661,127
----------
Net realized gain (loss) on investments 275,222,886
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 151,665,578
-----------
Net gain (loss) on investments and foreign currencies 426,888,464
-----------
Net increase (decrease) in net assets resulting from operations $579,434,964
============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
Balanced Portfolio

Year ended Sept. 30, 1999 1998

Operations
<S> <C> <C>
Investment income (loss)-- net $ 152,546,500 $ 185,535,190
Net realized gain (loss) on investments 275,222,886 536,885,565
Net change in unrealized appreciation (depreciation) on investments
and on translations of assets and liabilities in foreign currencies 151,665,578 (663,319,521)
----------- ------------
Net increase (decrease) in net assets resulting from operations 579,434,964 59,101,234
Net contributions (withdrawals) from partners (624,252,082) (161,190,578)
------------ ------------
Total increase (decrease) in net assets (44,817,118) (102,089,344)
Net assets at beginning of year 4,751,230,554 4,853,319,898
------------- -------------
Net assets at end of year $4,706,413,436 $4,751,230,554
============== ==============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

Notes to Financial Statements

Balanced Portfolio

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Balanced Portfolio (the Portfolio) is a series of Growth and Income Trust (the
Trust) and is registered under the Investment Company Act of 1940 (as amended)
as a diversified, open-end management investment company. Balanced Portfolio
seeks to provide a balance of growth of capital and current income by investing
primarily in a combination of common stocks and senior securities (preferred
stocks and debt obligations). The Declaration of Trust permits the Trustees to
issue non-transferable interests in the Portfolio.

The Portfolio's significant accounting policies are summarized below:

Securities purchased on a when-issued basis
Delivery and payment for securities that have been purchased by the Portfolio on
a forward-commitment or when-issued basis can take place one month or more after
the transaction date. During this period, such securities are subject to market
fluctuations, and they may affect the Portfolio's net assets the same as owned
securities. The Portfolio designates cash or liquid high-grade debt securities
at least equal to the amount of its commitment. As of Sept. 30, 1999, the
Portfolio had entered into outstanding when-issued or forward-commitments of
$178,389,167.

2. FEES AND EXPENSES
The Trust, on behalf of the Portfolio, has an Investment Management Services
Agreement with AEFC to manage its portfolio. Under this agreement, AEFC
determines which securities will be purchased, held or sold. The management fee
is a percentage of the Portfolio's average daily net assets in reducing
percentages from 0.53% to 0.43% annually. The fees may be increased or decreased
by a performance adjustment based on a comparison of the performance of Class A
shares of AXP Mutual to the Lipper Balanced Fund Index. The maximum adjustment
is 0.08% of the Portfolio's average daily net assets on an annual basis. The
adjustment decreased the fee by $1,244,183 for the year ended Sept. 30, 1999.

Under the agreement, the Trust also pays taxes, brokerage commissions and
nonadvisory expenses, which include custodian fees, audit and certain legal
fees, fidelity bond premiums, registration fees for units, office expenses,
consultants' fees, compensation of trustees, corporate filing fees, expenses
incurred in connection with lending securities of the Portfolio, and any other
expenses properly payable by the Trust or Portfolio and approved by the board.

During the year ended Sept. 30, 1999, the Portfolio's custodian fees were
reduced by $6,953 as a result of earnings credits from overnight cash balances.
The Portfolio also pays custodian fees to American Express Trust Company, an
affiliate of AEFC.

According to a Placement Agency Agreement, American Express Financial Advisors
Inc. acts as placement agent of the Trust's units.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities (other than short-term
obligations) aggregated $6,886,727,787 and $6,770,086,105, respectively, for the
year ended Sept. 30, 1999. For the same period, the portfolio turnover rate was
134%. Realized gains and losses are determined on an identified cost basis.

Brokerage commissions paid to brokers affiliated with AEFC were $112,076 for the
year ended Sept. 30, 1999.

4. OPTIONS CONTRACTS WRITTEN
Contracts and premium amounts associated with options contracts written are as
follows:

Year ended Sept. 30, 1999

Puts Calls

Contracts Premium Contracts Premium

Balance Sept. 30, 1998 2,400 $4,153,631 2,750 $4,469,066
Opened 10,669 14,837,197 25,965 21,514,874
Closed (8,869) (13,042,292) (12,165) (19,073,346)
Exercised (2,051) (2,667,435) (400) (454,252)
Expired (2,149) (3,281,101) (3,650) (4,633,382)
------ ---------- ------ ----------
Balance Sept. 30, 1999 -- $-- 12,500 $1,822,960

See "Summary of significant accounting policies."

5. FUTURES CONTRACTS
As of Sept. 30, 1999, investments in securities included securities valued at
$46,701,039 that were pledged as collateral to cover initial margin deposits on
92 open purchase stock index contracts and 5,725 open sale interest rate
contracts. The market value of the open purchase contracts as of Sept. 30, 1999
was $29,858,600 with a net unrealized loss of $1,495,552. The market value of
the open sale contracts as of Sept. 30, 1999 was $649,865,750 with a net
unrealized gain of $5,828,360. See "Summary of significant accounting policies".

6. LENDING OF PORTFOLIO SECURITIES
As of Sep. 30, 1999, securities valued at $247,477,134 were on loan to brokers.
For collateral, the Portfolio received $154,562,500 in cash and U.S. government
securities valued at $102,622,654. Income from securities lending amounted to
$357,417 for the year ended Sept. 30, 1999. The risks to the Portfolio of
securities lending are that the borrower may not provide additional collateral
when required or return the securities when due.
<PAGE>
<TABLE>
<CAPTION>
Investments in Securities

Balanced Portfolio
Sept. 30, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (63.9%)
Issuer Shares Value(a)

Aerospace & defense (1.9%)
<S> <C> <C>
AlliedSignal 800,000 $47,950,000
Rockwell Intl 770,000 40,425,000
Total 88,375,000

Airlines (0.7%)
AMR 625,000(b) 34,062,500

Automotive & related (2.3%)
Delphi Automotive Systems 1,700,916 27,320,963
Ford Motor 610,000 30,614,375
General Motors 360,000 22,657,500
TRW 577,000 28,705,750
Total 109,298,588

Banks and savings & loans (6.4%)
Bank of America 1,315,000 73,229,062
Bank of New York 1,105,000 36,948,438
Chase Manhattan 480,000 36,180,000
Fleet Financial Group 1,035,000 37,906,875
Mellon Bank 985,000 33,243,750
Washington Mutual 925,000 27,056,250
Wells Fargo 1,340,000 53,097,499
Total 297,661,874

Building materials & construction (0.7%)
American Standard 720,000(b) 27,630,000
Martin Marietta Materials 190,800 7,620,075
Total 35,250,075

Chemicals (1.7%)
Air Products & Chemicals 815,000 23,685,938
Dow Chemical 170,000 19,316,250
Du Pont (EI) de Nemours 640,566 38,994,455
Total 81,996,643

Communications equipment & services (1.0%)
Motorola 550,000 48,400,000

Computers & office equipment (5.1%)
BMC Software 315,000(b) 22,542,188
Electronic Data Systems 295,000 15,616,563
EQUANT 216,800(b,c) 17,642,100
First Data 365,150 16,020,956
Hewlett-Packard 250,000 23,000,000
Intl Business Machines 645,000 78,286,874
NOVA 1,374,400 34,360,000
Solectron 460,000(b) 33,033,750
Total 240,502,431

Electronics (0.7%)
Texas Instruments 420,000 34,545,000

Energy (6.4%)
Chevron 865,000 76,768,750
Conoco Cl B 219,580 6,011,003
ENI 6,190,000(c) 38,796,141
Mobil 865,000 87,148,749
Texaco 910,000 57,443,750
Tosco 1,185,000 29,921,250
Total 296,089,643

Financial services (6.0%)
Associates First Capital Cl A 980,000 35,280,000
Capital One Financial 890,000 34,710,000
Citigroup 2,320,000 102,079,999
Kansas City Southern Inds 623,900 28,972,356
Morgan Stanley, Dean Witter, Discover & Co 575,000 51,282,813
Providian Financial 399,000 31,595,813
Total 283,920,981

Food (1.5%)
Bestfoods 470,000 22,795,000
General Mills 310,000 25,148,750
Sara Lee 900,000(e,f) 21,093,750
Total 69,037,500

Health care (2.0%)
American Home Products 365,000 15,147,500
Baxter Intl 350,000 21,087,500
Guidant 465,000 24,935,625
Mylan Laboratories 760,000 13,965,000
Pharmacia & Upjohn 415,000 20,594,375
Total 95,730,000

Health care services (0.7%)
Cardinal Health 375,000 20,437,500
Columbia/HCA Healthcare 605,000 12,818,438
Total 33,255,938

Industrial equipment & services (2.0%)
Illinois Tool Works 655,000 48,838,437
Parker-Hannifin 1,005,000 45,036,563
Total 93,875,000

Insurance (4.2%)
Allstate 208,550 5,200,716
American General 785,000 49,602,188
American Intl Group 1,005,000 87,372,187
Lincoln Natl 825,250 30,998,453
Marsh & McLennan 335,000 22,947,500
Total 196,121,044

Leisure time & entertainment (1.6%)
Disney (Walt) 1,630,000 42,176,250
Viacom Cl B 770,000(b) 32,532,500
Total 74,708,750

Media (0.5%)
MediaOne Group 375,000(b) 25,617,188

Multi-industry conglomerates (1.3%)
Emerson Electric 335,000 21,167,813
Minnesota Mining & Mfg 210,000 20,173,125
Tyco Intl 170,000(c) 17,552,500
Total 58,893,438

Paper & packaging (0.8%)
Intl Paper 770,000 37,008,125

Retail (3.9%)
Costco Wholesale 660,000(b) 47,520,000
Dayton Hudson 870,000 52,254,375
Gap 1,015,000 32,480,000
TJX Companies 1,750,000 49,109,375
Total 181,363,750

Transportation (0.6%)
Burlington Northern Santa Fe 1,110,000 30,525,000

Utilities -- electric (3.2%)
Carolina Power & Light 410,000 14,503,750
CMS Energy 775,000 26,301,563
Duke Energy 531,800 29,315,474
Edison Intl 885,000 21,516,563
FPL Group 245,000 12,341,875
New Century Energies 710,000 23,740,625
Pinnacle West Capital 275,000 10,003,125
Texas Utilities 400,000 14,925,000
Total 152,647,975

Utilities -- gas (1.0%)
Coastal 1,145,000 46,873,438

Utilities -- telephone (7.8%)
Ameritech 835,000 56,101,563
AT&T 1,885,000 81,997,499
Bell Atlantic 550,000 37,021,875
BellSouth 1,005,000 45,225,000
GTE 355,000 27,290,625
MCI WorldCom 855,000(b) 61,453,124
SBC Communications 465,000 23,744,063
U S WEST Communications Group 545,000 31,099,063
Total 363,932,812

Total common stocks
(Cost: $2,847,064,401) $3,009,692,693

Preferred stocks (0.1%)

Issuer Shares Value(a)

Global TeleSystems Group
7.25% Cm Cv 71,500(g) $2,931,500
Intermedia Communications
7.00% Cm Cv Series F 203,000 3,882,375

Total preferred stocks
(Cost: $8,085,990) $6,813,875

See accompanying notes to investments in securities.
</TABLE>

Bonds (40.8%)

Issuer Coupon Principal Value(a)
rate amount

Mortgage-backed securities (11.6%)
Collateralized Mtge Obligation Trust
<S> <C> <C> <C>
12-20-14 9.95% $1,988,510 $2,089,347
Federal Home Loan Mtge Corp
10-01-03 7.00 2,307,876 2,321,584
07-01-07 6.50 207,953 205,512
07-01-08 6.75 1,095,806 1,084,508
06-01-09 5.50 3,303,712 3,131,291
01-01-11 6.50 11,436,200 11,264,657
03-01-13 5.50 12,989,768 12,251,733
08-01-24 8.00 2,923,573 2,993,008
09-01-28 6.00 26,790,182 24,990,149
Trust Series Z
10-15-23 6.50 2,784,864(l) 2,477,526
Federal Natl Mtge Assn
10-01-02 7.50 317,131 320,204
05-14-04 5.63 10,000,000 9,701,189
01-01-09 5.50 5,067,238 4,799,637
07-01-13 6.50 14,280,652 14,035,120
08-01-13 6.00 26,909,515 25,885,126
02-01-14 7.50 1,023,607 1,015,295
06-01-14 5.50 29,454,953 27,715,343
05-01-23 6.50 4,070,419 3,935,606
09-01-23 6.50 6,416,030 6,191,469
01-01-24 6.50 11,776,565 11,364,385
06-01-24 9.00 3,251,649 3,426,426
08-01-25 7.50 9,759,848 9,799,473
06-01-26 8.50 33,558 34,743
04-01-28 6.00 11,858,290 11,054,179
06-01-28 6.00 9,142,816(d,e,f) 8,522,842
06-01-28 6.00 11,398,425 10,625,498
06-01-28 7.00 22,879 22,479
07-01-28 6.00 13,251,776 12,353,173
09-01-28 6.50 46,628,511 44,742,499
12-01-28 6.50 11,131,359 10,675,641
08-01-29 7.00 130,000,000(i) 127,725,001
08-01-29 7.50 50,000,000(i) 50,140,500
09-01-29 6.50 90,000,000 88,143,750
Total 545,038,893

U.S. government obligations (14.8%)
Resolution Funding Corp
10-15-19 8.13 15,000,000 17,429,457
U.S. Treasury
11-15-05 5.88 1,800,000 1,790,284
05-15-06 6.88 25,000,000 26,095,573
02-15-07 6.25 100,000,000(g) 100,871,000
05-15-07 6.63 90,000,000 92,837,997
08-15-07 6.13 50,000,000(g) 50,062,500
05-15-09 5.50 30,000,000 29,006,250
11-15-15 9.88 24,000,000 32,161,135
11-15-16 7.50 90,000,000(g) 99,700,236
05-15-17 8.75 6,400,000 7,924,736
08-15-19 8.13 65,000,000(d,e,f) 77,009,426
11-15-21 8.00 16,000,000 18,920,261
02-15-23 7.13 12,700,000 13,782,548
Zero Coupon
05-15-09 5.72 110,000,000(k) 60,174,400
05-15-13 6.14 74,000,000(k) 30,837,946
11-15-13 6.16 90,000,000(k) 36,220,410
Total 694,824,159

Automotive & related (0.7%)
Ford Motor Credit
07-16-04 6.70 10,000,000 9,950,356
08-15-08 6.75 10,000,000 9,721,370
Lear
Sr Nts
05-15-09 8.11 15,000,000 14,488,500
Total 34,160,226

Banks and savings & loans (2.1%)
BankAmerica
Sr Nts
02-15-09 5.88 10,000,000 9,126,854
Fleet Financial Group
Sub Nts
05-15-08 6.38 10,000,000 9,391,014
Mellon Financial
Sub Nts
02-15-10 6.38 16,000,000 15,146,181
Morgan (JP)
Sr Sub Medium-term Nts Series A
02-15-12 4.00 15,000,000 13,137,900
NationsBank
Sub Nts
05-15-10 6.60 11,825,000 11,328,913
Newcourt Credit Group
02-16-05 6.88 10,000,000(h) 9,799,630
Union Planters Capital
Company Guaranty
12-15-26 8.20 10,000,000 9,371,894
Washington Mutual Capital
Company Guaranty
06-01-27 8.38 5,800,000 5,673,898
Wells Fargo
07-15-04 6.63 15,000,000 14,895,900
Total 97,872,184

Building materials & construction (0.2%)
Owens Corning
08-01-18 7.50 12,500,000 11,034,625

Chemicals (0.2%)
Waste Management
Sr Nts
10-01-04 7.00 9,000,000 8,363,412

Commercial finance (0.1%)
Yale University
04-15-96 7.38 4,000,000 4,008,004

Electronics (0.2%)
Hyundai Semiconductor
(U.S. Dollar) Sr Nts
05-15-04 8.25 10,000,000(c,h) 8,070,810

Energy (1.1%)
Occidental Petroleum
Medium-term Nts Series B
04-10-00 6.25 6,500,000 6,497,648
Petronas
(U.S. Dollar)
08-15-15 7.75 10,000,000(c,h) 8,644,443
R & B Falcon
Sr Nts Series B
04-15-05 6.75 10,000,000 8,550,000
Union Pacific Resources
05-15-28 7.15 10,000,000 8,916,641
USX
03-01-08 6.85 10,000,000 9,563,201
Woodside Petroleum
(U.S. Dollar)
04-15-08 6.60 10,000,000(c,h) 9,203,987
Total 51,375,920

Energy equipment & services (0.4%)
Global Marine
09-01-07 7.13 10,000,000 9,549,627
Pioneer Natural Resource
01-15-08 6.50 10,350,000 8,947,342
Total 18,496,969

Financial services (1.3%)
AT&T Capital
Company Guaranty Medium-term Nts Series F
05-15-05 6.60 9,000,000 8,623,449
Bat-CRAVE-800
08-12-00 6.68 7,000,000(h) 7,027,332
Citibank Credit Card Master Trust
Series A
10-07-04 5.95 8,550,000 8,350,443
Equitable Life Assurance Society US Cl B1
05-15-09 7.33 5,500,000 5,521,230
Golden State Holdings
Sr Nts
08-01-03 7.00 10,000,000 9,605,060
Liberty Mutual Insurance
10-15-97 7.70 10,000,000 8,542,540
Railcar Leasing
(U.S. Dollar)
01-15-13 7.13 15,000,000(c,h) 15,194,205
Total 62,864,259

Health care services (0.4%)
Kaiser Permanente
07-15-05 9.55 6,000,000 6,625,970
Service Corp Intl
03-15-08 6.50 2,000,000 1,775,509
04-15-09 7.70 10,000,000 9,546,734
Total 17,948,213

Insurance (0.9%)
Nationwide CSN Trust
02-15-25 9.88 15,500,000(h) 16,841,963
New York Life Insurance
12-15-23 7.50 11,500,000(h) 10,522,204
Principal Mutual
03-01-44 8.00 7,150,000(h) 6,873,412
SAFECO Capital
Company Guaranty
07-15-37 8.07 10,000,000 9,072,442
Total 43,310,021

Media (1.0%)
Belo (AH)
Sr Nts
06-01-07 7.13 15,000,000 14,514,242
Cox Communications
08-15-06 7.75 8,200,000 8,345,714
Time Warner Entertainment
Sr Nts
07-15-33 8.38 23,522,000 24,973,704
Total 47,833,660

Miscellaneous (0.4%)
DTE Burns Harbor LLC
(U.S. Dollar) Sr Nts
01-30-03 6.57 6,250,480(c,h) 6,002,148
KPNQwest
(U.S. Dollar) Sr Nts
06-01-09 8.13 15,000,000(c,h) 14,250,000
Total 20,252,148

Paper & packaging (0.5%)
Caraustar Inds
06-01-09 7.38 15,000,000 14,551,119
Intl Paper
11-15-12 5.13 13,400,000 10,946,313
Total 25,497,432

Real estate investment trust (0.1%)
Property Trust of America
02-15-14 7.50 5,000,000 4,715,032

Restaurants & lodging (0.2%)
MGM Grand
02-01-05 6.95 10,000,000 9,237,293

Retail (0.2%)
Wal-Mart CRAVE Trust
07-17-06 7.00 11,603,197(h) 11,495,751

Transportation (0.5%)
Atlas Air Series C
01-02-10 8.01 14,060,998 13,355,277
Burlington Northern Santa Fe
12-15-25 7.00 10,200,000 9,474,666
Total 22,829,943

Utilities -- electric (2.3%)
Arizona Public Service
1st Mtge Sale Lease-backed Obligation
12-30-15 8.00 5,400,000 5,623,239
Cleveland Electric Illuminating
07-01-00 7.19 5,000,000 5,022,534
07-01-04 7.67 10,000,000 10,138,950
CMS Energy
Sr Nts
07-01-03 8.38 20,000,000 19,874,939
Entergy Louisiana
1st Mtge
03-01-08 6.50 5,535,000 5,203,775
Israel Electric
(U.S. Dollar) Sr Nts
12-15-06 7.25 10,000,000(c) 9,810,700
Pacific Gas & Electric
1st Mtge Series 1992D
11-01-22 8.25 4,600,000 4,680,753
PSI Energy
1st Mtge Series BBB
07-15-09 8.00 8,085,000 8,292,634
Public Service Electric & Gas
1st & Ref Mtge (AMBAC Insured)
01-01-16 6.75 13,000,000(j) 12,056,819
Public Service Electric & Gas
1st Mtge
05-01-23 6.38 5,000,000 4,881,200
TXU Electric Capital
Company Guaranty
01-30-37 8.18 10,000,000 9,546,532
Wisconsin Electric Power
01-15-23 7.75 5,500,000 5,394,561
12-01-95 6.88 8,000,000 7,207,873
Total 107,734,509

Utilities -- gas (0.2%)
Ras Laffan
(U.S. Dollar)
03-15-14 8.29 10,000,000(c) 9,223,181

Utilities -- telephone (1.4%)
Airtouch Communications
05-01-08 6.65 6,950,000 6,695,245
Bell Telephone of Pennsylvania
03-15-33 7.38 5,000,000 4,703,382
GTE
11-01-21 8.75 5,000,000 5,645,245
Qwest Communications Intl
Sr Nts Series B
11-01-08 7.25 21,000,000 20,579,999
SBC Communications
10-15-34 6.63 6,100,000 5,321,655
07-15-43 7.38 7,500,000 7,122,091
U S West Capital Funding
Company Guaranty
07-15-28 6.88 9,000,000 7,928,887
U S WEST Communications
09-15-05 6.63 7,000,000 6,758,687
Total 64,755,191

Total bonds
(Cost: $1,965,718,363) $1,920,941,835

See accompanying notes to investments in securities.
</TABLE>
<PAGE>

Option purchased (--%)

Issuer Notional Exercise Expiration Value(a)
amount price date

Put
U.S. Treasury Bond $100,000,000 $99 Nov. 1999 $1,328,000

Total option purchased
(Cost: $1,195,300) $1,328,000

See accompanying notes to investments in securities.

Short-term securities (2.8%)
Issuer Annualized Amount Value(a)
yield on date payable at
of purchase maturity

U.S. government agencies (1.8%)
Federal Home Loan Bank Disc Nts
<S> <C> <C> <C>
10-22-99 5.22% $8,300,000 $8,273,623
11-03-99 5.27 11,500,000 11,441,241
Federal Home Loan Mtge Corp Disc Nts
10-05-99 5.24 600,000 599,563
10-07-99 5.21 6,000,000 5,993,933
11-15-99 5.29 11,200,000 11,124,866
Federal Natl Mtge Assn Disc Nts
10-01-99 5.20 9,200,000 9,198,671
10-29-99 5.24 11,200,000 11,152,904
11-03-99 5.27 7,000,000 6,965,357
11-03-99 5.28 3,200,000 3,184,133
11-09-99 5.27 2,800,000 2,783,106
12-08-99 5.31 11,700,000 11,578,681
Total 82,296,078

Commercial paper (0.9%)
Alcoa
10-13-99 5.30 7,000,000 6,986,628
11-12-99 5.35 6,400,000 6,357,208
Heinz (HJ)
10-08-99 5.30 5,100,000 5,094,004
Petrofina (Delaware)
10-26-99 5.16 8,800,000 8,765,552
Salomon Smith Barney
10-05-99 5.18 15,000,000 14,989,021
Total 42,192,413

Letter of credit (0.1%)
Bank of America-
AES Hawaii
10-08-99 5.31 5,000,000 4,994,111

Total short-term securities
(Cost: $129,511,686) $129,482,602

Total investments in securities
(Cost: $4,951,575,740)(m) $5,068,259,005

See accompanying notes to investments in securities.
</TABLE>

<PAGE>

Notes to investments in securities

(a) Securities are valued by procedures described in Note 1 to the financial
statements.

(b) Non-income producing.

(c) Foreign security values are stated in U.S. dollars. For debt securities,
principal amounts are denominated in the currency indicated. As of Sept. 30,
1999, the value of foreign securities represented 3.28% of net assets.

(d) At Sept. 30, 1999, securities valued at $15,679,468 were held to cover open
call options written as follows:

Issuer Notional Exercise Expiration Value(a)
amount price date

U.S. Treasury Bond $120,000,000 $105 Nov. 1999 $1,064,400
U.S. Treasury Note $50,000,000 110 Dec. 1999 531,250
Total $1,595,650

(e) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):

Type of security Notional amount
Sale contracts
U.S. Treasury Note, Dec. 1999, 5-year $10,000,000
U.S. Treasury Note, Dec. 1999, 10-year 49,300,000
U.S. Treasury Bonds, Dec. 1999 513,200,000

(f) Partially pledged as initial margin deposit on the following open stock
index futures purchase contracts (see Note 5 to the financial statements):

Type of security Contracts
S&P 500 Index, Dec. 1999 92

(g) Security is partially or fully on loan. See Note 6 to the financial
statements.

(h) Represents a security sold under Rule 144A, which is exempt from
registration under the Securities Act of 1933, as amended. This security has
been determined to be liquid under guidelines established by the board.

(i) At Sept. 30, 1999, the cost of securities purchased, including interest
purchased, on a when-issued basis was $178,389,167.

(j) The following abbreviation is used in portfolio descriptions to identify the
insurer of the issue:

AMBAC -- American Municipal Bond Association Corporation

(k) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(l) This security is a collateralized mortgage obligation that pays no interest
or principal during its initial accrual period until previous series within the
trust have been paid off. Interest is accrued at an effective yield; similar to
a zero coupon bond.

(m) At Sept. 30, 1999, the cost of securities for federal income tax purposes
was $4,952,496,578 and the aggregate gross unrealized appreciation and
depreciation based on that cost was:

Unrealized appreciation $348,085,873
Unrealized depreciation (232,323,446)
------------
Net unrealized appreciation $115,762,427

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Articles of Incorporation amended November 13, 1991, filed as Exhibit 1 to
Registrant's Post-Effective Amendment No. 87 to Registration Statement No.
2-11328 are incorporated by reference.

(b) By-laws, as amended January 10, 1996, filed electronically as Exhibit 2
Post-Effective Amendment No. 80 to Registration Statement No. 2-11328 are
incorporated by reference.

(c) IDS Mutual's stock certificate, filed as Exhibit No. 3 to Registrant's Form
N-1Q for the calendar quarter ended September 30, 1976 is incorporated by
reference.

(d) Investment Management Services Agreement dated July 1, 1999, between Growth
and Income Trust and American Express Financial Corporation, is
incorporated by reference to Exhibit (d) to Growth and Income Trust
Post-Effective Amendment No. 6 to Registration Statement No. 811-7393 filed
on or about Nov. 29, 1999.

(e) Distribution Agreement, dated July 8, 1999, between AXP Utilities Income
Fund, Inc. and American Express Financial Advisors Inc. is incorporated by
reference to Exhibit (e) to AXP Utilities Income Fund, Inc. Post-Effective
Amendment No. 22, to Registration Statement File No. 33-20872 filed on or
about August 27, 1999. Registrant's Distribution Agreement differs from the
one incorporated by reference only by the fact that Registrant is one
executing party.

(f) All employees are eligible to participate in a profit sharing plan. Entry
into the plan is Jan. 1 or July 1. The Registrant contributes each year an
amount up to 15 percent of their annual salaries, the maximum deductible
amount permitted under Section 404(a) of the Internal Revenue Code.

(g)(1) Custodian Agreement between Registrant and American Express Trust
Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to
Registrant's Post-Effective Amendment No. 97 to Registration Statement No.
2-11328 is incorporated by reference.

(g)(2) 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.

(g)(3) 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 to
Registration Statement File No. 2-93745 filed on or about May 24, 1999.

(g)(4) Addendum to the Custodian Agreement between IDS Investment Series, Inc.,
American Express Trust Company and American Express Financial Corporation
dated May 13, 1996 filed electronically as Exhibit 8(c) to Registrant's
Post-Effective Amendment No. 97 to Registration Statement No. 2-11328 is
incorporated by reference.

(h)(1) Administrative Service 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. 97 to
Registration Statement No. 2-11328 is incorporated by reference.

<PAGE>

(h)(2) Agreement and Declaration of Unitholders between IDS Investment Series,
Inc. on behalf of IDS Mutual and Strategist Growth and Income Fund, Inc. on
behalf of Strategist Balanced Fund dated May 13, 1996, filed electronically
as Exhibit 9(f) to Registrant's Post-Effective Amendment No. 97 to
Registration Statement No. 2-11328 is incorporated by reference.

(h)(3) Agreement and Declaration of Unitholders between IDS Investment Series,
Inc. on behalf of IDS Diversified Equity Income Fund and Strategist Growth
and Income Fund, Inc. on behalf of Strategist Equity Income Fund dated May
13, 1996, filed electronically as Exhibit 9(g) to Registrant's
Post-Effective Amendment No. 97 to Registration Statement No. 2-11328 is
incorporated by reference.

(h)(4) License Agreement between Registrant and IDS Financial Corporation dated
January 25, 1988 filed as Exhibit No. 9(d) to Registrant's Post-Effective
Amendment No. 80 to Registration Statement No. 2-11328 is incorporated by
reference.

(h)(5) 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.

(h)(6) Plan and Agreement of Merger between IDS Mutual Minnesota, Inc. and IDS
Mutual, Inc. dated April 10, 1986, filed as Exhibit 9 to Post-Effective
Amendment No. 70 is incorporated by reference.

(h)(7) 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 Post-Effective 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.

(h)(8) Transfer Agency Agreement dated Feb. 1, 1999, between Registrant and
American Express Client Service Corporation, is incorporated by reference
to Exhibit (h)(8) to Registrant's Post-Effective Amendment No. 100 filed on
or about Sept. 24, 1999.

(i) Opinion and consent of counsel as to the legality of the securities being
registered is filed electronically herewith.

(j) Independent Auditors' Consent is filed electronically herewith.

(k) Omitted Financial Statements: Not Applicable.

(l) Initial Capital Agreements: Not Applicable.

(m) Plan and Agreement of Distribution dated July 1, 1999 between AXP Discovery
Fund, Inc. and American Express Financial Advisors Inc. is incorporated by
reference to Exhibit (m) to AXP Discovery Fund, Inc. Post-Effective
Amendment No. 36 to Registration Statement File No. 2-72174 filed on or
about July 30, 1999. Registrant's Plan and Agreement of Distribution
differs from the one incorporated by reference only by the fact that
Registrant is one executing party.

(n) Financial Data Schedules: Not Applicable.

<PAGE>

(o) 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 to
Registration Statement File No. 2-93745 filed on or about May 24, 1999.

(p)(1) Directors' Power of Attorney to sign Amendments to this Registration
Statement, dated January 14, 1999, is incorporated by reference to Exhibit
(p)(1) to Registrant's Post-Effective Amendment No. 100 filed on or about
Sept. 24, 1999.

(p)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement dated March 1, 1999, is incorporated by reference to Exhibit
(p)(2) to Registrant's Post-Effective Amendment No. 100 filed on or about
Sept. 24, 1999.

(p)(3) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated January 14, 1999, is incorporated by reference to Exhibit
(p)(3) to Registrant's Post-Effective Amendment No. 100 filed on or about
Sept. 24, 1999.

(p)(4) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated March 1, 1999 is incorporated by reference to Exhibit
(p)(4) to Registrant's Post-Effective Amendment No. 100 filed on or about
Sept. 24, 1999.

Item 24. Persons Controlled by or Under Common Control with Registrant:

None.

Item 25. Indemnification

The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.

<PAGE>

Item 26. Business and Other Connections of Investment Adviser (American Express Financial Corporation)

Directors and officers of American Express Financial Corporation who are
directors and/or officers of one or more other companies:

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ronald G. Abrahamson, American Express Client IDS Tower 10 Director and Vice President
Vice President Service Corporation Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

Public Employee Payment Director and Vice President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas A. Alger, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Peter J. Anderson, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President

American Express Asset Director and Chairman of
Management Group Inc. the Board

American Express Asset Director, Chairman of the
Management International, Board and Executive Vice
Inc. President

American Express Financial Senior Vice President
Advisors Inc.

IDS Capital Holdings Inc. Director and President

IDS Futures Corporation Director

NCM Capital Management 2 Mutual Plaza Director
Group, Inc. 501 Willard Street
Durham, NC 27701
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ward D. Armstrong, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

American Express Service Vice President
Corporation

American Express Trust Director and Chairman of
Company the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John M. Baker, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

American Express Trust Senior Vice President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Joseph M. Barsky III, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Timothy V. Bechtold, American Centurion Life IDS Tower 10 Director and President
Vice President Assurance Company Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

IDS Life Insurance Company Executive Vice President

IDS Life Insurance Company P.O. Box 5144 Director and President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John C. Boeder, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Life Insurance Company P.O. Box 5144 Director
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas W. Brewers, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Karl J. Breyer, American Express Financial IDS Tower 10 Senior Vice President
Director, Corporate Senior Advisors Inc. Minneapolis, MN 55440
Vice President

American Express Financial Director
Advisors Japan Inc.

American Express Minnesota Director
Foundation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Cynthia M. Carlson, American Enterprise IDS Tower 10 Director, President and
Vice President Investment Services Inc. Minneapolis, MN 55440 Chief Executive Officer

American Express Financial Vice President
Advisors Inc.

American Express Service Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mark W. Carter, American Express Financial IDS Tower 10 Senior Vice President and
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
President and Chief Marketing
Officer

IDS Life Insurance Company Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James E. Choat, American Centurion Life IDS Tower 10 Executive Vice President
Director and Senior Vice Assurance Company Minneapolis, MN 55440
President

American Enterprise Life Director, President and
Insurance Company Chief Executive Officer

American Express Financial Senior Vice President
Advisors Inc.

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

IDS Insurance Agency of Vice President
Wyoming Inc.

IDS Life Insurance Company P.O. Box 5144 Executive Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Kenneth J. Ciak, AMEX Assurance Company IDS Tower 10 Director and President
Vice President and General Minneapolis, MN 55440
Manager

American Express Financial Vice President and General
Advisors Inc. Manager

IDS Property Casualty 1 WEG Blvd. Director and President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul A. Connolly, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

Colleen Curran, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel

American Express Service Vice President and Chief
Corporation Legal Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Luz Maria Davis American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas K. Dunning, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Gordon L. Eid, American Express Financial IDS Tower 10 Senior Vice President,
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Counsel and Chief
President, General Counsel Compliance Officer
and Chief Compliance Officer

American Express Financial Vice President and Chief
Advisors Japan Inc. Compliance Officer

American Express Insurance Director and Vice President
Agency of Arizona Inc.

American Express Insurance Director and Vice President
Agency of Idaho Inc.

American Express Insurance Director and Vice President
Agency of Nevada Inc.

American Express Insurance Director and Vice President
Agency of Oregon Inc.

American Express Property Director and Vice President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Director and Vice President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Director and Vice President
Casualty Insurance Agency
of Pennsylvania Inc.

IDS Insurance Agency of Director and Vice President
Alabama Inc.

IDS Insurance Agency of Director and Vice President
Arkansas Inc.

IDS Insurance Agency of Director and Vice President
Massachusetts Inc.

IDS Insurance Agency of Director and Vice President
New Mexico Inc.

IDS Insurance Agency of Director and Vice President
North Carolina Inc.

IDS Insurance Agency of Director and Vice President
Ohio Inc.

IDS Insurance Agency of Director and Vice President
Wyoming Inc.

IDS Real Estate Services, Vice President
Inc.

Investors Syndicate Director
Development Corp.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Robert M. Elconin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Life Insurance Company Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Gordon M. Fines, American Express Asset IDS Tower 10 Senior Vice President and
Vice President Management Group Inc. Minneapolis, MN 55440 Chief Investment Officer

American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas L. Forsberg, American Centurion Life IDS Tower 10 Director
Vice President Assurance Company Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

American Express Financial Director, President and
Advisors Japan Inc. Chief Executive Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey P. Fox, American Enterprise Life IDS Tower 10 Vice President and
Vice President and Corporate Insurance Company Minneapolis, MN 55440 Controller
Controller

American Express Financial Vice President and
Advisors Inc. Corporate Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Harvey Golub, American Express Company American Express Tower Chairman and Chief
Director World Financial Center Executive Officer
New York, NY 10285

American Express Travel Chairman and Chief
Related Services Company, Executive Officer
Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David A. Hammer, American Express Financial IDS Tower 10 Vice President and
Vice President and Marketing Advisors Inc. Minneapolis, MN 55440 Marketing Controller
Controller

IDS Plan Services of Director and Vice President
California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lorraine R. Hart, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440

American Centurion Life Vice President
Assurance Company

American Enterprise Life Vice President
Insurance Company

American Express Financial Vice President
Advisors Inc.

American Partners Life Director and Vice
Insurance Company President

IDS Certificate Company Vice President

IDS Life Insurance Company Vice President

IDS Life Series Fund, Inc. Vice President

IDS Life Variable Annuity Vice President
Funds A and B

Investors Syndicate Director and Vice
Development Corp. President

IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205

IDS Property Casualty 1 WEG Blvd. Vice President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Scott A. Hawkinson, American Express Financial IDS Tower 10 Vice President and
Vice President and Controller Advisors Inc. Minneapolis, MN 55440 Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Janis K. Heaney, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Darryl G. Horsman, American Express Trust IDS Tower 10 Director and President
Vice President Company Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President and Corporate Minneapolis, MN 55440 and Assistant Secretary
Treasurer

American Centurion Life Vice President and
Assurance Company Treasurer

American Enterprise Vice President and
Investment Services Inc. Treasurer

American Enterprise Life Vice President and
Insurance Company Treasurer

American Express Asset Vice President and
Management Group Inc. Treasurer

American Express Asset Vice President and
Management International Treasurer
Inc.

American Express Client Vice President and
Service Corporation Treasurer

American Express Vice President and
Corporation Treasurer

American Express Financial Vice President and
Advisors Inc. Treasurer

American Express Financial Vice President and
Advisors Japan Inc. Treasurer

American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer

American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer

American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer

American Express Insurance Vice President and
Agency of Oregon Inc. Treasurer

American Express Minnesota Vice President and
Foundation Treasurer

American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Kentucky Inc.

American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Maryland Inc.

American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Pennsylvania Inc.

American Partners Life Vice President and
Insurance Company Treasurer

IDS Cable Corporation Director, Vice President
and Treasurer

IDS Cable II Corporation Director, Vice President
and Treasurer

IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary

IDS Certificate Company Vice President and
Treasurer

IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer

IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer

IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer

IDS Insurance Agency of Vice President and
New Mexico Inc. Treasurer

IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer

IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer

IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer

IDS Life Insurance Company Vice President, Treasurer
and Assistant Secretary

IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Treasurer

IDS Life Series Fund Inc. Vice President and
Treasurer

IDS Life Variable Annuity Vice President and
Funds A & B Treasurer

IDS Management Corporation Director, Vice President
and Treasurer

IDS Partnership Services Vice President and
Corporation Treasurer

IDS Plan Services of Vice President and
California, Inc. Treasurer

IDS Real Estate Services, Vice President and
Inc. Treasurer

IDS Realty Corporation Vice President and
Treasurer

IDS Sales Support Inc. Vice President and
Treasurer

Investors Syndicate Vice President and
Development Corp. Treasurer

IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary

Public Employee Payment Vice President and
Company Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director, President and Chief Minneapolis, MN 55440
Executive Officer

American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer

American Express Service Director and President
Corporation

IDS Certificate Company Director

IDS Life Insurance Company Director

IDS Plan Services of Director and President
California, Inc.

IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Martin G. Hurwitz, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Debra A. Hutchinson American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Jensen, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Life Insurance Company Vice President

IDS Life Series Fund, Inc. Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Marietta L. Johns, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Nancy E. Jones, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

American Express Service Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ora J. Kaine, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Linda B. Keene, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

G. Michael Kennedy, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan D. Kinder, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and Senior Vice Minneapolis, MN 55440
President

American Centurion Life Director and Chairman of
Assurance Company the Board

American Enterprise Life Director and Chairman of
Insurance Company the Board

American Express Director and President
Corporation

American Express Financial Senior Vice President
Advisors Inc.

American Express Insurance Director and President
Agency of Arizona Inc.

American Express Insurance Director and President
Agency of Idaho Inc.

American Express Insurance Director and President
Agency of Nevada Inc.

American Express Insurance Director and President
Agency of Oregon Inc.

American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.

American Express Service Vice President
Corporation

American Partners Life Director and Chairman of
Insurance Company the Board

IDS Certificate Company Director and Chairman of
the Board

IDS Insurance Agency of Director and President
Alabama Inc.

IDS Insurance Agency of Director and President
Arkansas Inc.

IDS Insurance Agency of Director and President
Massachusetts Inc.

IDS Insurance Agency of Director and President
New Mexico Inc.

IDS Insurance Agency of Director and President
North Carolina Inc.

IDS Insurance Agency of Director and President
Ohio Inc.

IDS Insurance Agency of Director and President
Wyoming Inc.

IDS Life Insurance Company Director and President

IDS Life Series Fund, Inc. Director and President

IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President

IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115

IDS Life Insurance Company P.O. Box 5144 Director and Chairman of
of New York Albany, NY 12205 the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John M. Knight American Express Financial IDS Tower 10 Vice President
Advisors Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul F. Kolkman, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Life Insurance Company Director and Executive
Vice President

IDS Life Series Fund, Inc. Vice President and Chief
Actuary

IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Claire Kolmodin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Steve C. Kumagai, American Express Financial IDS Tower 10 Director and Senior Vice
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 President
President

Kurt A Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lori J. Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Daniel E. Laufenberg, American Express Financial IDS Tower 10 Vice President and Chief
Vice President and Chief U.S. Advisors Inc. Minneapolis, MN 55440 U.S. Economist
Economist
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Peter A. Lefferts, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President

American Express Trust Director
Company

IDS Plan Services of Director
California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas A. Lennick, American Express Financial IDS Tower 10 Director and Executive
Director and Executive Vice Advisors Inc. Minneapolis, MN 55440 Vice President
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mary J. Malevich, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Fred A. Mandell, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Timothy J. Masek American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Global Research
of Global Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Sarah A. Mealey, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Vice President Insurance Company Minneapolis, MN 55440

American Express Director
Corporation

American Express Financial Vice President
Advisors Inc.

American Partners Life Director and President
Insurance Company

IDS Certificate Company Director and President

IDS Life Insurance Company Director and Executive
Vice President

Investors Syndicate Director, Chairman of the
Development Corporation Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

William P. Miller, Advisory Capital IDS Tower 10 Vice President
Vice President and Senior Strategies Group Inc. Minneapolis, MN 55440
Portfolio Manager

American Express Asset Senior Vice President and
Management Group Inc. Chief Investment Officer

American Express Financial Vice President and Senior
Advisors Inc. Portfolio Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Shashank B. Modak American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Pamela J. Moret, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

American Express Trust Vice President
Company

IDS Life Insurance Company Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Senior Vice Service Corporation Minneapolis, MN 55440
President

American Express Financial Senior Vice President
Advisors Inc.

IDS Life Insurance Company Director and Executive
Vice President

Mary Owens Neal, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael J. O'Keefe, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Life Insurance Company Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Carla P. Pavone, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

Public Employee Payment Director and President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Thomas P. Perrine, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan B. Plimpton, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ronald W. Powell, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel

IDS Cable Corporation Vice President and
Assistant Secretary

IDS Cable II Corporation Vice President and
Assistant Secretary

IDS Management Corporation Vice President and
Assistant Secretary

IDS Partnership Services Vice President and
Corporation Assistant Secretary

IDS Plan Services of Vice President and
California, Inc. Assistant Secretary

IDS Realty Corporation Vice President and
Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Punch, American Express Financial IDS Tower 10 Vice President and Project
Vice President and Project Advisors Inc. Minneapolis, MN 55440 Manager
Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Frederick C. Quirsfeld, American Express Asset IDS Tower 10 Senior Vice President and
Director and Senior Vice Management Group Inc. Minneapolis, MN 55440 Senior Portfolio Manager
President

American Express Financial Senior Vice President
Advisors Inc.

Rollyn C. Renstrom, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

ReBecca K. Roloff, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stephen W. Roszell, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President

American Express Asset Director, President and
Management Group Inc. Chief Executive Officer

American Express Asset Director
Management International,
Inc.

American Express Asset Director
Management Ltd.

American Express Financial Senior Vice President
Advisors Inc.

American Express Trust Director
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Erven A. Samsel, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

IDS Insurance Agency of Vice President
Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Theresa M. Sapp American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stuart A. Sedlacek, AMEX Assurance Company IDS Tower 10 Director
Director, Senior Vice Minneapolis, MN 55440
President and Chief Financial
Officer

American Enterprise Life Executive Vice President
Insurance Company

American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer

American Express Trust Director
Company

American Partners Life Director and Vice President
Insurance Agency

IDS Certificate Company Director and President

IDS Life Insurance Company Executive Vice President
and Controller

IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Donald K. Shanks, AMEX Assurance Company IDS Tower 10 Senior Vice President
Vice President Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

IDS Property Casualty 1 WEG Blvd. Senior Vice President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440

American Centurion Life Vice President
Assurance Company

American Enterprise Life Vice President
Insurance

American Express Financial Vice President
Advisors Inc.

American Partners Life Vice President
Insurance Company

IDS Certificate Company Vice President

IDS Life Insurance Company Vice President

IDS Partnership Services Director and Vice President
Corporation

IDS Real Estate Services Chairman of the Board and
Inc. President

IDS Realty Corporation Director and Vice President

IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Judy P. Skoglund, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Bridget Sperl, American Express Client IDS Tower 10 Vice President
Vice President Service Corporation Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

Public Employee Payment Director and President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lisa A. Steffes, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President and Assistant Insurance Company Minneapolis, MN 55440 General Counsel and
General Counsel Secretary

American Express Director, Vice President
Corporation and Secretary

American Express Financial Vice President and
Advisors Inc. Assistant General Counsel

American Partners Life Director, Vice President,
Insurance Company General Counsel and
Secretary

IDS Life Insurance Company Vice President, General
Counsel and Secretary

IDS Life Series Fund Inc. General Counsel and
Assistant Secretary

IDS Life Variable Annuity General Counsel and
Funds A & B Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James J. Strauss, American Express Financial IDS Tower 10 Vice President
Vice President and General Advisors Inc. Minneapolis, MN 55440
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey J. Stremcha, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

Barbara Stroup Stewart, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Keith N. Tufte American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Equity Research
of Equity Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Norman Weaver Jr., American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President

American Express Insurance Vice President
Agency of Arizona Inc.

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

IDS Insurance Agency of Vice President
Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael L. Weiner, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Capital Holdings Inc. Vice President

IDS Futures Brokerage Group Vice President

IDS Futures Corporation Vice President, Treasurer
and Secretary

IDS Sales Support Inc. Director, Vice President
and Assistant Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lawrence J. Welte, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffry F. Welter, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Edwin M. Wistrand, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel

American Express Financial Vice President and Chief
Advisors Japan Inc. Legal Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael D. Wolf, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440 and Senior Portfolio
Manager

American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael R. Woodward, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

IDS Insurance Agency of Vice President
Wyoming Inc.

IDS Life Insurance Company P.O. Box 5144 Director
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
<TABLE>
<CAPTION>
Item 27. Principal Underwriters.

(a) American Express Financial Advisors acts as principal underwriter for the
following investment companies:

AXP Bond Fund, Inc.; AXP California Tax-Exempt Trust; AXP Discovery
Fund, Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
AXP Federal Income Fund, Inc.; AXP Global Series, Inc.; AXP Growth
Series, Inc.; AXP High Yield Tax-Exempt Fund, Inc.; AXP International
Fund, Inc.; AXP Investment Series, Inc.; AXP Managed Series, Inc.; AXP
Market Advantage Series, Inc.; AXP Money Market Series, Inc.; AXP New
Dimensions Fund, Inc.; AXP Precious Metals Fund, Inc.; AXP Progressive
Fund, Inc.; AXP Selective Fund, Inc.; AXP Special Tax-Exempt Series
Trust; AXP Stock Fund, Inc.; AXP Strategy Series, Inc.; AXP Tax-Exempt
Series, Inc.; AXP Tax-Free Money Fund, Inc.; AXP Utilities Income Fund,
Inc., Growth Trust; Growth and Income Trust; Income Trust; Tax-Free
Income Trust; World Trust; IDS Certificate Company; Strategist Income
Fund, Inc.; Strategist Growth Fund, Inc.; Strategist Growth and Income
Fund, Inc.; Strategist World Fund, Inc. and Strategist Tax-Free Income
Fund, Inc.

(b) As to each director, officer or partner of the principal underwriter:

<S> <C> <C>
Name and Principal Business Address Position and Offices with Offices with Registrant
Underwriter
- -------------------------------------- ----------------------------------- -------------------------

Ronald G. Abrahamson Vice President-Service Quality None
IDS Tower 10 and Reengineering
Minneapolis, MN 55440

Douglas A. Alger Senior Vice President-Human None
IDS Tower 10 Resources
Minneapolis, MN 55440

Peter J. Anderson Senior Vice President-Investment Vice President-Investments
IDS Tower 10 Operations
Minneapolis, MN 55440

Ward D. Armstrong Vice President-American Express None
IDS Tower 10 Retirement Services
Minneapolis, MN 55440

John M. Baker Vice President-Plan Sponsor None
IDS Tower 10 Services
Minneapolis, MN 55440

Joseph M. Barsky III Vice President - Mutual Fund None
IDS Tower 10 Equities
Minneapolis, MN 55440

Timothy V. Bechtold Vice President-Risk Management None
IDS Tower 10 Products
Minneapolis, MN 55440

John D. Begley Group Vice President-Ohio/Indiana None
Suite 100
7760 Olentangy River Rd.
Columbus, OH 43235

Brent L. Bisson Group Vice President-Los Angeles None
Suite 900, E. Westside Twr Metro
11835 West Olympic Blvd.
Los Angeles, CA 90064

John C. Boeder Vice President-Nonproprietary None
IDS Tower 10 Products
Minneapolis, MN 55440

Walter K. Booker Group Vice President-New Jersey None
Suite 200, 3500 Market Street
Camp Hill, NJ 17011

Bruce J. Bordelon Group Vice President - San None
1333 N. California Blvd., Suite 200 Francisco Area
Walnut Creek, CA 94596

Charles R. Branch Group Vice President-Northwest None
Suite 200
West 111 North River Dr.
Spokane, WA 99201

Douglas W. Brewers Vice President-Sales Support None
IDS Tower 10
Minneapolis, MN 55440

Karl J. Breyer Corporate Senior Vice President None
IDS Tower 10
Minneapolis, MN 55440

Cynthia M. Carlson Vice President-American Express None
IDS Tower 10 Securities Services
Minneapolis, MN 55440

Mark W. Carter Senior Vice President and Chief None
IDS Tower 10 Marketing Officer
Minneapolis, MN 55440

James E. Choat Senior Vice President - Third None
IDS Tower 10 Party Distribution
Minneapolis, MN 55440

Kenneth J. Ciak Vice President and General None
IDS Property Casualty Manager-IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI 54304

Paul A. Connolly Vice President-Advisor Staffing, None
IDS Tower 10 Training and Support
Minneapolis, MN 55440

Henry J. Cormier Group Vice President-Connecticut None
Commerce Center One
333 East River Drive
East Hartford, CT 06108

John M. Crawford Group Vice President-Arkansas/ None
Suite 200 Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR 72211

Kevin F. Crowe Group Vice None
Suite 312 President-Carolinas/Eastern
7300 Carmel Executive Pk Georgia
Charlotte, NC 28226

Colleen Curran Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440

Luz Maria Davis Vice President-Communications None
IDS Tower 10
Minneapolis, MN 55440

Arthur E. Delorenzo Group Vice President - Upstate None
4 Atrium Drive, #100 New York
Albany, NY 12205

Scott M. DiGiammarino Group Vice None
Suite 500, 8045 Leesburg Pike President-Washington/Baltimore
Vienna, VA 22182

Bradford L. Drew Group Vice President-Eastern None
Two Datran Center Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL 33156

Douglas K. Dunning Vice President-Assured Assets None
IDS Tower 10 Product Development and Management
Minneapolis, MN 55440

James P. Egge Group Vice President-Western None
4305 South Louise, Suite 202 Iowa, Nebraska, Dakotas
Sioux Falls, SD 57103

Gordon L. Eid Senior Vice President, General None
IDS Tower 10 Counsel and Chief Compliance
Minneapolis, MN 55440 Officer

Robert M. Elconin Vice President-Government None
IDS Tower 10 Relations
Minneapolis, MN 55440

Phillip W. Evans Group Vice President-Rocky None
Suite 600 Mountain
6985 Union Park Center
Midvale, UT 84047-4177

Gordon M. Fines Vice President-Mutual Fund Equity None
IDS Tower 10 Investments
Minneapolis, MN 55440

Douglas L. Forsberg Vice President - International None
IDS Tower 10
Minneapolis, MN 55440

Jeffrey P. Fox Vice President and Corporate None
IDS Tower 10 Controller
Minneapolis, MN 55440

William P. Fritz Group Vice President-Gateway None
Suite 160
12855 Flushing Meadows Dr
St. Louis, MO 63131

Carl W. Gans Group Vice President-Twin City None
8500 Tower Suite 1770 Metro
8500 Normandale Lake Blvd.
Bloomington, MN 55437

Peter A. Gallus Vice President-Investment None
IDS Tower 10 Administration
Minneapolis, MN 55440

David A. Hammer Vice President and Marketing None
IDS Tower 10 Controller
Minneapolis, MN 55440

Teresa A. Hanratty Senior Vice President-Field None
Suites 6&7 Management
169 South River Road
Bedford, NH 03110

Robert L. Harden Group Vice President-Boston Metro None
Two Constitution Plaza
Boston, MA 02129

Lorraine R. Hart Vice President-Insurance None
IDS Tower 10 Investments
Minneapolis, MN 55440

Scott A. Hawkinson Vice President and None
IDS Tower 10 Controller-Private Client Group
Minneapolis, MN 55440

Brian M. Heath Senior Vice President and General None
Suite 150 Sales Manager
801 E. Campbell Road
Richardson, TX 75081

Janis K. Heaney Vice President-Incentive None
IDS Tower 10 Management
Minneapolis, MN 55440

Jon E. Hjelm Group Vice President-Rhode None
319 Southbridge Street Island/Central-Western
Auburn, MA 01501 Massachusetts

David J. Hockenberry Group Vice President-Tennessee None
30 Burton Hills Blvd. Valley
Suite 175
Nashville, TN 37215

Jeffrey S. Horton Vice President and Treasurer None
IDS Tower 10
Minneapolis, MN 55440

David R. Hubers Chairman, President and Chief Board member
IDS Tower 10 Executive Officer
Minneapolis, MN 55440

Debra A. Hutchinson Vice President - Relationship None
IDS Tower 10 Leader
Minneapolis, MN 55440

James M. Jensen Vice President and None
IDS Tower 10 Controller-Advice and Retail
Minneapolis, MN 55440 Distribution Group

Marietta L. Johns Senior Vice President-Field None
IDS Tower 10 Management
Minneapolis, MN 55440

Nancy E. Jones Vice President-Business None
IDS Tower 10 Development
Minneapolis, MN 55440

Ora J. Kaine Vice President-Financial Advisory None
IDS Tower 10 Services
Minneapolis, MN 55440

Linda B. Keene Vice President-Market Development None
IDS Tower 10
Minneapolis, MN 55440

G. Michael Kennedy Vice President - Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440

Richard W. Kling Senior Vice President-Products None
IDS Tower 10
Minneapolis, MN 55440

John M. Knight Vice President-Investment Treasurer
IDS Tower 10 Accounting
Minneapolis, MN 55440

Paul F. Kolkman Vice President-Actuarial Finance None
IDS Tower 10
Minneapolis, MN 55440

Claire Kolmodin Vice President-Service Quality None
IDS Tower 10
Minneapolis, MN 55440

David S. Kreager Group Vice President-Greater None
Suite 108 Michigan
Trestle Bridge V
5136 Lovers Lane
Kalamazoo, MI 49002

Steven C. Kumagai Director and Senior Vice None
IDS Tower 10 President-Direct and Interactive
Minneapolis, MN 55440 Group

Mitre Kutanovski Group Vice President-Chicago Metro None
Suite 680
8585 Broadway
Merrillville, IN 48410

Kurt A. Larson Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440

Lori J. Larson Vice President-Brokerage and None
IDS Tower 10 Direct Services
Minneapolis, MN 55440

Daniel E. Laufenberg Vice President and Chief U.S. None
IDS Tower 10 Economist
Minneapolis, MN 55440

Peter A. Lefferts Senior Vice President-Corporate None
IDS Tower 10 Strategy and Development
Minneapolis, MN 55440

Douglas A. Lennick Director and Executive Vice None
IDS Tower 10 President-Private Client Group
Minneapolis, MN 55440

Mary J. Malevich Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440

<PAGE>

Fred A. Mandell Vice President-Field Marketing None
IDS Tower 10 Readiness
Minneapolis, MN 55440

Daniel E. Martin Group Vice President-Pittsburgh None
Suite 650 Metro
5700 Corporate Drive
Pittsburgh, PA 15237

Timothy J. Masek Vice President and Director of None
IDS Tower 10 Global Research
Minnapolis, MN 55440

Sarah A. Mealey Vice President-Mutual Funds None
IDS Tower 10
Minneapolis, MN 55440

Paula R. Meyer Vice President-Assured Assets None
IDS Tower 10
Minneapolis, MN 55440

William P. Miller Vice President and Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440

Shashank B. Modak Vice President - Technology Leader None
IDS Tower 10
Minneapolis, MN 55440

Pamela J. Moret Vice President-Variable Assets None
IDS Tower 10
Minneapolis, MN 55440

Barry J. Murphy Senior Vice President-Client None
IDS Tower 10 Service
Minneapolis, MN 55440

Mary Owens Neal Vice President-Consumer Marketing None
IDS Tower 10
Minneapolis, MN 55440

Thomas V. Nicolosi Group Vice President-New York None
Suite 220 Metro Area
500 Mamaroneck Avenue
Harrison, NY 10528

Michael J. O'Keefe Vice President-Advisory Business None
IDS Tower 10 Systems
Minneapolis, MN 55440

James R. Palmer Vice President-Taxes None
IDS Tower 10
Minneapolis, MN 55440

Marc A. Parker Group Vice None
10200 SW Greenburg Road President-Portland/Eugene
Suite 110
Portland, OR 97223

Carla P. Pavone Vice President-Compensation None
IDS Tower 10 Services and ARD Product
Minneapolis, MN 55440 Distribution

Thomas P. Perrine Senior Vice President-Group None
IDS Tower 10 Relationship Leader/American
Minneapolis, MN 55440 Express Technologies Financial
Services

Susan B. Plimpton Vice President-Marketing Services None
IDS Tower 10
Minneapolis, MN 55440

Larry M. Post Group Vice President-Philadelphia None
One Tower Bridge Metro
100 Front Street 8th Fl
West Conshohocken, PA 19428

Ronald W. Powell Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440

Diana R. Prost Group Vice None
3030 N.W. Expressway President-Kansas/Oklahoma
Suite 900
Oklahoma City, OK 73112

James M. Punch Vice President and Project None
IDS Tower 10 Manager-Platform I Value Enhanced
Minneapolis, MN 55440

Frederick C. Quirsfeld Senior Vice President-Fixed Income Vice President - Fixed Income
IDS Tower 10 Investments
Minneapolis, MN 55440

Rollyn C. Renstrom Vice President-Corporate Planning None
IDS Tower 10 and Analysis
Minneapolis, MN 55440

R. Daniel Richardson III Group Vice President-Southern None
Suite 800 Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX 78759

ReBecca K. Roloff Senior Vice President-Field None
IDS Tower 10 Management and Financial Advisory
Minneapolis, MN 55440 Service

Stephen W. Roszell Senior Vice None
IDS Tower 10 President-Institutional
Minneapolis, MN 55440

Max G. Roth Group Vice None
Suite 201 S IDS Ctr President-Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI 54304

Erven A. Samsel Senior Vice President-Field None
45 Braintree Hill Park Management
Suite 402
Braintree, MA 02184

Theresa M. Sapp Vice President - Relationship None
IDS Tower 10 Leader
Minneapolis, MN 55440

Russell L. Scalfano Group Vice None
Suite 201 President-Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN 47715

William G. Scholz Group Vice President-Arizona/Las None
Suite 205 Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ 85258

Stuart A. Sedlacek Senior Vice President and Chief None
IDS Tower 10 Financial Officer
Minneapolis, MN 55440

Donald K. Shanks Vice President-Property Casualty None
IDS Tower 10
Minneapolis, MN 55440

F. Dale Simmons Vice President-Senior Portfolio None
IDS Tower 10 Manager, Insurance Investments
Minneapolis, MN 55440

Judy P. Skoglund Vice President-Quality and None
IDS Tower 10 Service Support
Minneapolis, MN 55440

James B. Solberg Group Vice President-Eastern Iowa None
466 Westdale Mall Area
Cedar RapIDS, IA 52404

Bridget Sperl Vice President-Geographic Service None
IDS Tower 10 Teams
Minneapolis, MN 55440

Paul J. Stanislaw Group Vice President-Southern None
Suite 1100 California
Two Park Plaza
Irvine, CA 92714

Lisa A. Steffes Vice President - Marketing Offer None
IDS Tower 10 Development
Minneapolis, MN 55440

Lois A. Stilwell Group Vice President-Outstate None
Suite 433 Minnesota Area/ North
9900 East Bren Road Dakota/Western Wisconsin
Minnetonka, MN 55343

William A. Stoltzmann Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440

James J. Strauss Vice President and General Auditor None
IDS Tower 10
Minneapolis, MN 55440

Jeffrey J. Stremcha Vice President-Information None
IDS Tower 10 Resource Management/ISD
Minneapolis, MN 55440

Barbara Stroup Stewart Vice President-Channel Development None
IDS Tower 10
Minneapolis, MN 55440

Craig P. Taucher Group Vice None
Suite 150 President-Orlando/Jacksonville
4190 Belfort Road
Jacksonville, FL 32216

Neil G. Taylor Group Vice None
Suite 425 President-Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA 98119

John R. Thomas Senior Vice President Board Member
IDS Tower 10
Minneapolis, MN 55440

Keith N. Tufte Vice President and Director of None
IDS Tower 10 Equity Research
Minneapolis, MN 55440

Peter S. Velardi Group Vice None
Suite 180 President-Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA 30338

Charles F. Wachendorfer Group Vice President-Detroit Metro None
8115 East Jefferson Avenue
Detroit, MI 48214

Donald F. Weaver Group Vice President-Greater None
3500 Market Street, Suite 200 Pennsylvania
Camp Hill, PA 17011

Norman Weaver Jr. Senior Vice President - Alliance None
1010 Main St. Suite 2B Group
Huntington Beach, CA 92648

Michael L. Weiner Vice President-Tax Research and None
IDS Tower 10 Audit
Minneapolis, MN 55440

Jeffry M. Welter Vice President-Equity and Fixed None
IDS Tower 10 Income Trading
Minneapolis, MN 55440

Thomas L. White Group Vice President-Cleveland None
Suite 200 Metro
28601 Chagrin Blvd.
Woodmere, OH 44122

Eric S. Williams Group Vice President-Virginia None
Suite 250
3951 Westerre Parkway
Richmond, VA 23233

William J. Williams Group Vice President-Western None
Two North Tamiami Trail Florida
Suite 702
Sarasota, FL 34236

Edwin M. Wistrand Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440

Michael D. Wolf Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440

Michael R. Woodward Senior Vice President-Field None
32 Ellicott St Management
Suite 100
Batavia, NY 14020

Rande L. Zellers Group Vice President-Gulf States None
1 Galleria Blvd., Suite 1900
Metairie, LA 70001

</TABLE>

Item 27 (c). Not Applicable

Item 28. Location of Accounts and Records

American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440

Item 29. Management Services

Not Applicable.

Item 30. Undertakings

Not Applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant, AXP Investment Series, Inc., certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement under Rule 485(b) under the Securities Act and has 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 the State
of Minnesota on the 24th day of November, 1999.

AXP INVESTMENT SERIES, INC.

By /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer

By /s/John M. Knight
John M. Knight, Treasurer

Pursuant to the requirements of the Securities Act, this Amendment to its
Registration Statement has been signed below by the following persons in the
capacities indicated on the 24th day of November, 1999.

Signature Capacity

/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.

/s/ Arne H. Carlson* Chairman
Arne H. Carlson of the Board

/s/ Lynne V. Cheney* Director
Lynne V. Cheney

/s/ William H. Dudley* Director
William H. Dudley

/s/ David R. Hubers* Director
David R. Hubers

/s/ Heinz F. Hutter* Director
Heinz F. Hutter

<PAGE>

Signature Capacity

/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 14, 1999, filed
electronically as Exhibit (p)(1) to Registrant's Post-Effective Amendment No.
100, by:

/s/Leslie L. Ogg
Leslie L. Ogg

**Signed pursuant to Officers' Power of Attorney, dated March 1, 1999 filed,
electronically as Exhibit (p)(2) to Registrant's Post-Effective Amendment No.
100, by:

/s/Leslie L. Ogg
Leslie L. Ogg

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, GROWTH AND INCOME TRUST consents to the filing of this Amendment to the
Registration Statement of AXP Investment Series, Inc. signed on its behalf by
the undersigned, duly authorized, in the City of Minneapolis and State of
Minnesota on the 24th day of November, 1999.

GROWTH AND INCOME TRUST

By /s/ Arne H. Carlson****
Arne H. Carlson
Chief Executive Officer

/s/John M. Knight
John M. Knight
Treasurer

Pursuant to the requirements of the Securities Act, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities indicated on the 24th day of November, 1999.

Signature Capacity

/s/ H. Brewster Atwater, Jr.*** Trustee
H. Brewster Atwater, Jr.

/s/ Arne H. Carlson*** Chairman
Arne H. Carlson of the Board

/s/ Lynne V. Cheney*** Trustee
Lynne V. Cheney

/s/ William H. Dudley*** Trustee
William H. Dudley

/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

<PAGE>

Signature Capacity

/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 14, 1999, filed
electronically as Exhibit (p)(3) to Registrant's Post-Effective Amendment No.
100, by:

/s/Leslie L. Ogg
Leslie L. Ogg

****Signed pursuant to Officers' Power of Attorney dated March 1, 1999, filed
electronically as Exhibit (p)(4) to Registrant's Post-Effective Amendment No.
100, by:

/s/Leslie L. Ogg
Leslie L. Ogg

<PAGE>

CONTENTS OF THIS
POST-EFFECTIVE AMENDMENT NO. 101
TO REGISTRATION STATEMENT NO. 2-11328

This post-effective amendment comprises the following papers and documents:

The facing sheet.

Part A:

AXP Diversified Equity Income Fund's prospectus.

AXP Mutual's prospectus.

Part B:

AXP Diversified Equity Income Fund's SAI.

AXP Mutual's SAI.

Financial statements

Part C:

Other information.

The signatures.

AXP INVESTMENT SERIES, INC.
Registration Number 2-11328/811-54

Exhibit Index

Exhibit (i): Opinion and consent of counsel

Exhibit (j): Independent Auditors' Consent

November 24, 1999

AXP Investment Series, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440

Gentlemen:

I have examined the Articles of Incorporation and the By-Laws of AXP Investment
Series, Inc. (the Company) and all necessary certificates, permits, minute
books, documents and records of the Company, and the applicable statutes of the
State of Minnesota, and it is my opinion that the shares sold in accordance with
applicable federal and state securities laws will be legally issued, fully paid,
and nonassessable.

This opinion may be used in connection with the Post-Effective Amendment.

Sincerely,

/s/Leslie L. Ogg
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268

Independent auditors' consent

The board and shareholders AXP Investment Series, Inc:
AXP Diversified Equity Income Fund
AXP Mutual

The board of trustees and unitholders Growth and Income Trust:
Equity Income Portfolio
Balanced Portfolio

We consent to the use of our reports incorporated herein by reference and to the
references to our Firm under the headings "Financial highlights" in Part A and
"INDEPENDENT AUDITORS" in Part B of the Registration Statement.

/s/KPMG LLP
KPMG LLP

Minneapolis, Minnesota
November 23, 1999