IDS INTERNATIONAL FUND INC, N14EL24/A, 1994-09-12

IDS INTERNATIONAL FUND INC
N14EL24/A, 1994-09-12

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-14

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PRE-EFFECTIVE AMENDMENT NO. 1 /X/
POST-EFFECTIVE AMENDMENT NO. / /

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IDS INTERNATIONAL FUND, INC.
IDS TOWER 10,
MINNEAPOLIS, MINNESOTA 55440-0010
(612) 330-9283

LESLIE L. OGG
901 S. MARQUETTE AVENUE, SUITE 2810
MINNEAPOLIS, MINNESOTA 55402-3268

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Rule 24f-2 (a) (1) Declaration:

No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The registrant is filing as an exhibit to this Registration Statement a copy of
its earlier declaration under Rule 24f-2. Registrant filed its Rule 24f-2 Notice
on December 30, 1993 for its most recent fiscal year ended October 31, 1993.

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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

AS SOON AS PRACTICABLE FOLLOWING EFFECTIVENESS OF THIS
REGISTRATION STATEMENT.

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It is proposed that this filing will become effective on September 12, 1994
pursuant to rule 488.

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IDS INTERNATIONAL FUND, INC.
CROSS-REFERENCE SHEET

(AS REQUIRED BY RULE 481(A))
<TABLE>
<CAPTION>
Part A of Form N-14 Prospectus/Proxy Caption
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<C> <S> <C>
1. Beginning of Registration Statement and Outside Front
Cover Page of Prospectus........................... Cross Reference Sheet and Cover Page
2. Beginning and Outside Back Cover Page of
Prospectus......................................... Table of Contents
3. Synopsis Information and Risk Factors................ Summary; Risk Factors
4. Information about the Transaction.................... Reasons for the Reorganization; Information about the
Reorganization; Voting Information
5. Information about the Registrant..................... Inside Front Cover; Additional Materials; Information
about International and Worldwide Growth;
Comparison of Goals and Investment Policies;
Reclassification of International Investment
Policies from Fundamental to Non-Fundamental
6. Information about the Company Being Acquired......... Additional Materials; Information about International
and Worldwide Growth; Comparison of Goals and
Investment Policies
7. Voting Information................................... Summary; Information about the Reorganization; Voting
Information
8. Interest of Certain Persons and Experts.............. Voting Information
9. Additional Information............................... Not Applicable

Statement of
Part B of Form N-14 Additional Information Caption
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<C> <S> <C>
10. Cover Page........................................... Cover Page
11. Table of Contents.................................... Not Applicable
12. Additional Information about the Registrant.......... Cover Page (Incorporation of Documents by Reference)
13. Additional Information about the Company Being
Acquired........................................... Cover Page (Incorporation of Documents by Reference)
14. Financial Statements................................. Cover Page (Incorporation of Documents by Reference);
Pro Forma Financial Statements
<CAPTION>

Part C of Form N-14
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<C> <S> <C>
Information required to be included in Part C is set forth under the appropriate item in Part C of this Registration
Statement.
</TABLE>
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PART A: INFORMATION REQUIRED IN THE PROSPECTUS
IDS STRATEGY FUND, INC. - WORLDWIDE GROWTH FUND
IDS TOWER 10
MINNEAPOLIS, MINNESOTA 55440-0010

September 19, 1994

Dear Shareholder:

The packet of material you are receiving is lengthy and in some places
complex. Let me guide you through it. First, what is your Board doing? We and
the other Boards of the funds in the IDS MUTUAL FUND GROUP are proposing that
each of the funds offer multiple classes of shares so an investor can select the
way he or she pays the sales charge. In addition, one or more classes of shares
will be offered to institutional and individual investors and retirement plans
that pay the costs of distribution in ways other than through a sales charge.
Second, why does it take so many pages to explain? To offer multiple classes of
shares, the funds must approve new agreements with IDS. At the same time, they
are electing members of the Boards, changing some investment policies, and
explaining the possibility of sometime in the future developing a master
investment fund and feeder shareholder funds structure. For your fund, we are
asking you to take an additional step and consider merging it into another fund.
All of this takes a lot of pages to cover the information we feel you should
have together with that required by the Securities and Exchange Commission.

IDS Strategy - Worldwide Growth Fund is a series of capital shares issued by
IDS Strategy Fund, Inc. and is a separate mutual fund. Its investment objectives
and policies are the same as IDS International Fund, Inc. and, except for the
differences in cash flow, its investment portfolio closely ties to
International. Both funds are managed by an IDS Financial Corporation subsidiary
in London, England. Worldwide Growth was created to give investors the same
opportunity to select the method of paying the sales charge that will now be
available with multiple classes of shares since the multiple class structure was
not an option at the time. By consolidating the two funds, the Board believes
investors will be better served in that they will not have to choose between two
separate funds in order to select the sales charge best suited for them and
shareholders may benefit by the larger asset base.

To consolidate the two funds, under a plan of reorganization, International
will acquire all the assets and liabilities of Worldwide Growth and your

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shares will become shares of International. Your new International shares will
have the same total value as your Worldwide Growth shares on the date of the
consolidation. The consolidation will be tax free.
As you read through the material, you will find the nominees for the Board
are the same for Worldwide Growth and International, so both groups of
shareholders are voting on the same persons. The same is true for auditors.
There is a lengthy description about the current agreements and new agreements
with IDS. If you were not being asked to consolidate Worldwide Growth with
International, you would have been asked to approve the new agreements. Under
these new agreements your cost as a shareholder of International is expected to
be very similar to your cost as a shareholder of Worldwide Growth. Proposed
changes in investment policies will allow International's Board to change those
policies without shareholder approval in the future and will permit the fund to
engage in certain investment strategies in the cash market that it can now do in
the derivatives market. While you are not being asked to vote on these matters
directly, by approving the consolidation, you are agreeing to the new agreements
and changes in investment strategy.
If you have any questions regarding the proposed transaction or other
matters with respect to which your vote is requested, please feel free to call
your IDS financial planner.

Sincerely,

WILLIAM R. PEARCE
President

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IDS STRATEGY FUND, INC. - WORLDWIDE GROWTH FUND
901 S. MARQUETTE AVE.
SUITE 2810
MINNEAPOLIS, MINNESOTA 55402-3268

NOTICE OF REGULAR MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 9, 1994

We will hold a regular meeting of shareholders of Worldwide Growth Fund
("Worldwide Growth"), a separate series of capital stock forming part of IDS
Strategy Fund, Inc. (the "Corporation") on November 9, 1994, at 2:00 p.m. at the
Marquette Hotel, 7th and Marquette, Minneapolis, Minnesota in the Lake Superior
Room on the fourth floor. The agenda for the meeting is:

1. To approve or reject the Agreement and Plan of Reorganization providing
for (i) the acquisition of all of the assets of Worldwide Growth by IDS
International Fund, Inc. ("International"), in exchange for shares of
International, (ii) the distribution of shares of International to
shareholders of Worldwide Growth in liquidation of Worldwide Growth and
(iii) the subsequent dissolution of Worldwide Growth. It is expected that
the Reorganization, if approved, will occur shortly before March 31,
1995.

2. To elect Board members.

3. To ratify or reject the selection of KPMG Peat Marwick LLP as the
independent auditors.

4. To transact any other business that may come before the meeting.
Please take the time to read the prospectus/proxy statement which discusses
each agenda item. The Board of Directors has approved the proposals and
recommends that you vote in favor of each item. If you were a shareholder on
September 11, 1994, you may vote at the meeting or any adjournment of the
meeting. We hope you can attend. For those of you who cannot attend, the
enclosed card is for your vote. Please be sure to sign the card and return it to
us as soon as possible in the enclosed postage-paid envelope. The latest annual
report was previously mailed to you.

By order of the Board of Directors

LESLIE L. OGG
Secretary

September 19, 1994

IT IS IMPORTANT THAT YOU VOTE PROMPTLY. PLEASE FILL IN AND SIGN THE ENCLOSED
CARD. PROMPT RESPONSE WILL SAVE YOUR FUND THE COST OF ADDITIONAL MAILINGS.

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PROSPECTUS/PROXY STATEMENT DATED SEPTEMBER 19, 1994

ACQUISITION OF THE ASSETS OF
WORLDWIDE GROWTH FUND OF IDS STRATEGY FUND, INC.
901 S. MARQUETTE AVE.
SUITE 2810
MINNEAPOLIS, MINNESOTA 55402-3268
BY AND IN EXCHANGE FOR SHARES OF
IDS INTERNATIONAL FUND, INC.
IDS TOWER 10
MINNEAPOLIS, MINNESOTA 55440-0010

This Prospectus/Proxy Statement is being furnished to shareholders of
Worldwide Growth Fund ("Worldwide Growth"), a separate series of capital stock
forming part of IDS Strategy Fund, Inc. (the "Corporation"), in connection with
a regular meeting of shareholders to be held on November 9, 1994, at 2:00 p.m.,
Minneapolis time, at the Marquette Hotel, 7th and Marquette, Minneapolis,
Minnesota, and any adjournments thereof. The meeting is being held for the
following purposes:

1. To approve or reject an Agreement and Plan of Reorganization (the "Plan")
which provides for the acquisition of Worldwide Growth assets by IDS
International Fund, Inc. ("International") in exchange for shares of
International,

2. To elect members to the Board, and

3. To ratify or reject the selection of KPMG Peat Marwick LLP as the
independent auditors.

The Plan provides that International will acquire all of the assets of
Worldwide Growth in exchange for shares of International (the "Reorganization")
(Worldwide Growth and International are referred to individually as a "Fund" and
collectively as the "Funds"). Following the Reorganization, shares of
International will be distributed to shareholders of Worldwide Growth and
Worldwide Growth will be dissolved. As a result of the proposed Reorganization,
each shareholder of Worldwide Growth will receive shares of International equal
in value to the value of that shareholder's shares of Worldwide Growth on the
effective date of the Reorganization. Any contingent deferred sales charge
("CDSC") applicable to a Worldwide Growth shareholder's investment will continue
to apply, and, in calculating the applicable CDSC payable upon a subsequent
redemption of shares of International, the period during which a Worldwide
Growth shareholder held shares of Worldwide Growth will be counted. The
Reorganization is being structured as a tax-free reorganization.

International is an open-end, diversified management investment company. The
Corporation, of which Worldwide Growth forms a part, is also an open-end
management investment company. The goals of International and

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Worldwide are identical: long-term growth of capital. The investment policies of
each Fund are substantially similar. The differences in the Funds' investment
policies are described under "Comparison of Goals and Investment Policies."

This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth the information about International that a prospective
investor should know before investing. Certain relevant documents listed below,
which have been filed with the Securities and Exchange Commission ("SEC"), are
incorporated by reference. A statement of additional information dated September
19, 1994 relating to this Prospectus/Proxy Statement and the Reorganization, has
been filed with the SEC and is incorporated by reference into this
Prospectus/Proxy Statement. A copy of the statement of additional information
and the Worldwide Growth prospectus referred to below are available upon request
and without charge by writing to IDS Shareholder Service, P.O. Box 534,
Minneapolis, Minnesota 55440-0534 or by calling (612) 671-3733.

1. The prospectus dated December 30, 1993 of IDS International Fund, Inc. is
incorporated by reference and a copy is included herein.

2. The prospectus dated May 27, 1994 of IDS Strategy Fund, Inc. - Worldwide
Growth Fund is incorporated by reference.

Also accompanying this Prospectus/Proxy Statement as Exhibit A is a copy of
the Plan for the proposed transaction.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
(1) Approve or Reject the Plan of Reorganization
Summary............................................................. 7
Risk Factors........................................................ 12
Reasons for the Reorganization...................................... 12
Information about the Reorganization................................ 13
Information about International and Worldwide Growth................ 17
Comparison of Goals and Investment Policies......................... 17
Fees and Expenses................................................... 19
Recommendation and Vote Required.................................... 20
(2) Election of Board Members............................................ 20
(3) Ratify or Reject the Selection of KPMG Peat Marwick LLP
as Independent Auditors............................................. 25
Voting Information........................................................ 26
Financial Statements and Experts.......................................... 28
Exhibit A: Agreement and Plan of Reorganization........................... A-1
Exhibit B: Matters Subject to Approval at Regular Meeting of International
Shareholders............................................................. B-1
Exhibit C: Management's Discussion........................................ C-1
Exhibit D: Minnesota Business Corporation Act, Sections 302A.471 and
302A.473................................................................. D-1
</TABLE>

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(1) APPROVE OR REJECT THE PLAN OF REORGANIZATION
SUMMARY

PROPOSED REORGANIZATION. The Plan provides for the transfer of all of the
assets of Worldwide Growth in exchange for shares of International. The Plan
also calls for the distribution of shares of International to Worldwide Growth
shareholders in liquidation of Worldwide Growth. As a result of the
Reorganization, each shareholder of Worldwide Growth will receive full and
fractional shares of International equal in value to the value of the
shareholder's shares of Worldwide Growth as of the close of business on the date
that Worldwide Growth's assets are exchanged for shares of International.

Worldwide Growth was created to provide investors wanting to invest in a
portfolio of international securities like International with the option to pay
the sales charge on an investment over time by way of a CDSC. With the ability
to offer multiple classes of shares in one fund, it is no longer necessary to
offer shares in two separate mutual funds with substantially similar investment
portfolios. Accordingly, the Board of Directors (the "Board") of the Corporation
determined that the Reorganization should eliminate the duplication inherent in
marketing two funds with similar investment goals. The Board, including all of
the non-interested directors, as that term is defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), has concluded that the Reorganization
would be in the best interests of the shareholders of Worldwide Growth and that
the interests of Worldwide Growth's existing shareholders would not be diluted
as a result of the transaction contemplated by the Reorganization. Therefore,
the Board has approved the Reorganization and has submitted the Plan for
approval by Worldwide Growth's shareholders. Approval of the Plan will require
the affirmative vote of a majority of the outstanding shares of Worldwide
Growth. The Board of International has also concluded that the Reorganization
would be in the best interests of International's existing shareholders and has
approved the Reorganization.

TAX CONSEQUENCES. Prior to completion of the Reorganization, Worldwide
Growth will have received a private letter ruling issued by the Internal Revenue
Service, or, if the private letter ruling has not yet been issued, an opinion
from counsel, that upon the Reorganization and the transfer of the assets of
Worldwide Growth, no gain or loss will be recognized by Worldwide Growth or its
shareholders for federal income tax purposes. The holding period and aggregate
tax basis of shares of International received by each Worldwide Growth
shareholder will be the same as the holding period and aggregate tax basis of
the shares of Worldwide Growth previously held by that shareholder. In addition,
the holding period and tax basis of the assets of Worldwide Growth in the hands
of International as a result of the Reorganization will be the same as in the
hands of Worldwide Growth immediately prior to the Reorganization.

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GOALS, INVESTMENT POLICIES AND RESTRICTIONS. International and Worldwide
Growth have identical goals. The goal of each Fund is to provide long-term
growth of capital. Under normal market conditions, at least 80% of
International's total assets and at least 65% of Worldwide Growth's total assets
will be invested in securities of foreign issuers. Ordinarily each Fund will
invest in companies domiciled in at least 3 foreign countries. Investments in
U.S. issuers generally will constitute less than 20% of each Fund's portfolio.
Worldwide Growth may not pledge or mortgage its assets beyond 30% of its total
assets, while International is subject to a limit of 15%.

Simultaneously with the meeting of Worldwide Growth shareholders held to
approve the Reorganization, a meeting of International shareholders will be held
to approve, among other things, reclassifying certain of International's
investment policies from fundamental to non-fundamental. International has
proposed reclassifying the status of these policies and restrictions in order to
provide the Fund with greater flexibility in managing its portfolio of
investments. There can be no assurance that shareholders of International will
vote to approve the reclassification.

IMPLEMENTATION OF REORGANIZATION. The Reorganization is expected to occur
shortly before March 31, 1995. Pursuant to an exemptive order (the "Exemptive
Order") of the SEC obtained on behalf of International and other funds managed
by IDS Financial Corporation ("IDS"), International will implement a multiple
class structure of three classes of shares: Class A shares, Class B shares and
Class Y shares. All three classes will represent identical interests in
International's portfolio of investments; however, Class A shares will be
subject to a front-end sales load, Class B shares will be subject to a CDSC and
Class Y shares will not be subject to a sales charge. In addition, Class B
shares will be subject to a distribution fee while Class A and Class Y shares
will not be subject to distribution fees. The distribution fee for Class B
shares is necessary to help defray costs not covered by the CDSC. Class B shares
will convert to Class A shares after a holding period of eight years, and the
number of years a Worldwide Growth shareholder held shares prior to the
Reorganization will be included for purposes of calculating this holding period.
Existing shareholders of International will receive either Class A shares or,
upon meeting certain requirements, Class Y shares of International at the time
the multiple class structure is implemented. Most shareholders of Worldwide
Growth will receive Class B shares of International in exchange for their shares
of Worldwide Growth. Shareholders of Worldwide Growth entitled to a waiver of
the CDSC will receive Class A shares of International.

FEES AND EXPENSES.

- INVESTMENT MANAGEMENT AND SERVICES AGREEMENT ("IMS
AGREEMENT"). Currently, International and Worldwide Growth each has an
agreement with IDS pursuant to which they pay IDS for managing their

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respective portfolios, providing administrative services and serving as transfer
agent. Each Fund pays IDS a fee based on several components for providing
investment management and services. The first component is based on the combined
average daily net assets of all mutual funds (other than money market funds) in
the IDS MUTUAL FUND GROUP (the "GROUP") and is calculated at a rate of 0.46% of
the first $5 billion in net assets and decreasing thereafter at reduced
percentage rates for each additional $5 billion in net assets to a minimum rate
of 0.32% on all net assets of more than $50 billion. The second component of the
investment management and services fee is based on each Fund's average daily net
assets and is calculated at a rate of 0.46% for both International and
Worldwide. International's fee has a third component, which is a performance
incentive adjustment. This performance incentive adjustment may increase or
decrease the fee paid to IDS, up to a maximum of 0.12%, based on the Fund's
performance in comparison to the Lipper International Fund Index. Worldwide
Growth's fee is not subject to a performance adjustment. For the fiscal year
ended October 31, 1993, International paid IDS a total investment management fee
of 0.85% of its average daily net assets. For the fiscal year ended March 31,
1994, Worldwide Growth paid IDS a total investment management fee of 0.86% of
its average daily net assets. Each Fund also pays taxes, brokerage commissions
and non-advisory expenses.

IDS has separate advisory agreements for each Fund with IDS International,
Inc., pursuant to which IDS International, Inc. determines which securities will
be purchased, held or sold for each of the two Funds (subject to the direction
and control of the Funds' respective boards of directors). Under these
agreements IDS pays IDS International, Inc. a fee equal to 0.35% of the average
daily net assets of International or Worldwide Growth, respectively.

- TRANSFER AGENCY AGREEMENT ("TA AGREEMENT"). International and Worldwide
Growth each has a TA Agreement with IDS pursuant to which IDS maintains
shareholder accounts and records for each Fund. International pays IDS an annual
fee of $15 per shareholder account and Worldwide Growth pays IDS an annual fee
of $16 per shareholder account for the transfer agency services rendered by IDS.

- DISTRIBUTION AGREEMENT. Currently, the shares of International and
Worldwide Growth are both sold subject to distribution plans adopted pursuant to
Rule 12b-1 under the 1940 Act. Under the 12b-1 plan for International, IDS is
paid a fee at an annual rate of $6 per shareholder account. Total 12b-1 fees
paid by International were 0.11% of its average daily net assets for the fiscal
year ended October 31, 1993.

Under the 12b-1 plan for Worldwide Growth, IDS is paid a distribution fee at
an annual rate equal to 1% of the lesser of (i) aggregate purchase payments of
shares sold since inception, including purchase payments of shares exchanged
from another fund in the GROUP and the value of all

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shares exchanged from another fund in the GROUP (excluding appreciation,
dividend reinvestments and capital gain distributions), less the aggregate
amount of any redemptions of purchase payments, or (ii) the fund's average daily
net assets. The first 0.75% is for distribution of Worldwide Growth shares and
the balance of the fee, up to 0.25%, represents service fees for personal
services rendered to shareholders of the Fund. Total 12b-1 fees paid by
Worldwide Growth were 0.83% of its average daily net assets for the fiscal year
ended March 31, 1994.

- TOTAL FEES AND EXPENSES. Total fees and expenses for International for
the fiscal year ended October 31, 1993 were 1.47% of average daily net assets.
Total fees and expenses for Worldwide Growth for the fiscal year ended March 31,
1994 were 2.45% of average daily net assets.

- PROPOSED IMS AGREEMENT. It is anticipated that the investment management
and services fee, the transfer agency fee and the distribution fee of
International will change at the time of the Reorganization. Simultaneously with
the meeting of Worldwide Growth shareholders to vote on the Plan, a meeting of
International shareholders will be held to vote on, among other matters, a new
IMS Agreement with IDS. If approved, the new IMS Agreement will eliminate the
portion of the management fee based on GROUP assets and will provide for a
graduated fee to be paid to IDS calculated at a rate of 0.80% on the first $250
million in net assets and decreasing thereafter at reduced percentage rates for
each additional $250 million in net assets to a minimum rate of 0.675% on all
net assets in excess of $2 billion. The management fee paid to IDS will continue
to be subject to a performance adjustment of up to 0.12% based on the Fund's
performance relative to the Lipper International Fund Index. IDS will continue
its advisory agreement with IDS International, Inc. under which it pays IDS
International, Inc. a fee equal to 0.35% of the Fund's average daily net assets.

- PROPOSED ADMINISTRATION AND ACCOUNTING AGREEMENT ("Admin Agreement"). A
new Admin Agreement with IDS will provide for a graduated fee to be paid to IDS
calculated at a rate of 0.06% on the first $250 million in net assets and
decreasing at reduced percentage rates to a minimum rate of 0.035% on all net
assets in excess of $2 billion.

- PROPOSED TA AGREEMENT. The new TA Agreement with IDS will provide that
International will pay IDS an annual fee of $15 per shareholder account for
Class A shares, $16 per shareholder account for Class B shares and $15 for Class
Y shares.

- PROPOSED DISTRIBUTION AND SERVICING AGREEMENTS. Immediately prior to the
Reorganization, IDS, as the sole Class B shareholder of International, will vote
to approve a new 12b-1 distribution plan applicable to Class B shares. This
distribution plan will provide for an annual distribution fee calculated at the
rate of 0.75% of International's average daily net assets. In addition, Class B
shares will be subject to a service fee calculated at a rate of 0.175% of
average daily net assets. Class A shares will not be subject to a

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12b-1 distribution fee, but will be subject to a service fee calculated at the
rate of 0.175% of average daily net assets. Class Y shares will not be subject
to a distribution fee or a service fee.

- PROPOSED TOTAL FEES AND EXPENSES. The expense ratio of Class B shares of
International is expected to be substantially similar to the current expense
ratio of Worldwide Growth. If the changes in management, distribution and
transfer agency fees are approved, it is expected that total International fees
and expenses stated as a percentage of average net assets subsequent to the
Reorganization will be 1.51% for Class A, 2.29% for Class B and 1.33% for Class
Y.

PURCHASE AND SALE PROCEDURES. Purchase of shares of International and
Worldwide Growth must be made through IDS Financial Services Inc. at their
respective public offering prices (net asset value next determined).

Redemptions of Worldwide Growth shares are, and International Class B shares
will be, subject to a CDSC. Redemptions of International and Worldwide Growth
shares may be made in writing or by telephone.

EXCHANGE PRIVILEGES. Shareholders of International may exchange their
shares at net asset value for shares in any publicly offered fund in the GROUP.
Shareholders of Worldwide Growth may exchange at net asset value all or a
portion of their shares for shares of any of the other four mutual funds forming
part of the Corporation. The CDSC does not apply to exchanges between these
funds. No exchanges are permitted into other funds in the GROUP. Shareholders of
Worldwide Growth may, however, sell their shares and purchase shares of another
fund in the GROUP.

After the Reorganization, Class A, Class B and Class Y shareholders of
International may exchange their shares at net asset value for shares of the
same class in any fund in the GROUP. No sales charge will be imposed on the
shares being acquired and no CDSC will be imposed on the shares being exchanged.
The holding period of Class B shares received in an exchange will include the
holding period of the Class B shares disposed of in an exchange for purposes of
calculating the CDSC.

Any exchange will be a taxable event for which a shareholder may have to
recognize a gain or loss under federal income tax provisions. Exchanges are
subject to minimum investment and other requirements of the fund into which
exchanges are made.

DIVIDENDS. The dividend and distribution policies of International and
Worldwide Growth are the same. Each Fund distributes its net investment income
(dividends and interest earned on securities held by the Fund, less operating
expenses) to shareholders of record by the end of the calendar year.
Distributions of any net realized capital gains are made before the end of the
calendar year. For each Fund, dividend and capital gain distributions are
automatically reinvested in additional shares of the Fund, unless the
shareholder has requested distributions be made in cash or directed to the
purchase of shares of another fund in the GROUP.

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SHAREHOLDER VOTING RIGHTS. Subsequent to the Reorganization, Class A
shares, Class B shares and Class Y shares will be treated as separate classes of
shares issued by International. All classes will vote together on most issues,
such as election of directors, and as separate classes on issues that affect
only a particular class, such as 12b-1 distribution plans.

The Funds do not hold regular meetings of shareholders on an annual basis.
Meetings of shareholders may be called by the directors at their discretion or
on demand by the holders of 10% or more of the outstanding shares for the
purpose of electing or removing directors.

RISK FACTORS

Because the goals and investment policies of International and Worldwide
Growth are substantially the same, the investment risks associated with each
Fund are substantially the same. These risks are generally those typically
associated with investing in common stocks and securities convertible into
common stocks of foreign issuers, including: trading in foreign markets that
often have less trading volume and are subject to less government supervision
than U.S. markets, less available information about foreign issuers, foreign
currency fluctuations and political and economic instability in the countries in
which the investments are made, for example, the possibility of seizure or
nationalization of companies, imposition of withholding taxes on income or
establishment of exchange controls or adoption of other restrictions that might
adversely affect an investment. For a more complete discussion of the risks
associated with investing in the Funds, see "Facts about Investments and their
Risks" in the accompanying prospectus of International and the prospectus of
Worldwide Growth.

REASONS FOR THE REORGANIZATION

The Board of the Corporation, including all of the non-interested directors,
has determined that it is advantageous to combine Worldwide Growth with
International. The Funds have identical goals and substantially similar
investment policies and the Funds have the same investment manager, portfolio
managers, custodian, auditors and transfer agent.

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also determined that a combination of the Funds would not dilute the interests
of Worldwide Growth shareholders and has received advice from counsel that the
Reorganization will be effected as a tax-free reorganization. In light of the
foregoing, the Board has decided that it is in the best interest of Worldwide
Growth and its shareholders to combine with International.

The Board of International also determined that a combination of the Funds
would not dilute the interests of International shareholders and has received
advice from counsel that the Reorganization will be effected as a tax-free
reorganization. Accordingly, the Board has decided that it is in the best
interest of International and its shareholders to acquire the assets of
Worldwide Growth and has approved the Reorganization.

INFORMATION ABOUT THE REORGANIZATION

PLAN OF REORGANIZATION. The Plan, a copy of which is attached as Exhibit A,
provides that International will acquire all of the assets of Worldwide Growth
in exchange for shares of International on or about March 31, 1995, or a later
date agreed upon by the parties (the "Closing Date"). The number of full and
fractional shares of International to be issued to Worldwide Growth shareholders
will be determined on the basis of the relative net asset values of
International and Worldwide Growth as of the close of business on the Closing
Date. Net asset value is determined by dividing total assets, less liabilities,
by the total number of shares outstanding. Both Funds will use IDS as agent to
determine the value of their respective portfolios of securities. The method of
valuation employed will be consistent with Rule 22c-1 of the 1940 Act.

At or prior to the Closing Date, Worldwide Growth will declare a dividend
which, together with all previous dividends, will have the effect of
distributing to Worldwide Growth's shareholders all taxable income for, and all
of its net capital gains realized in, the taxable year ending on or prior to the
Closing Date.

As soon as practicable after the Closing Date, the Corporation will
distribute pro rata to Worldwide Growth shareholders of record as of the Closing
Date the shares of International and the Corporation will take all necessary
steps to effect the liquidation and termination of Worldwide Growth. The
distribution of International shares will be accomplished by establishing
International accounts in the name of each shareholder of Worldwide Growth
representing the respective number of shares, including fractional shares, of
International due each shareholder. Shareholders of Worldwide Growth whose
shares are represented by certificates will be required to surrender the
certificates to International in order to redeem International shares held in
their accounts. In the event of lost certificates, adequate bond must be posted.

13
<PAGE>

The Reorganization is subject to a number of conditions set forth in the
Plan, some of which may be waived by the Board or an authorized officer of the
Corporation. Conditions that may be waived are limited to those representations
and warranties that will not affect the ability of the Funds to finalize the
reorganization. The Plan may be terminated and the proposed transaction
abandoned at any time, before or after approval by the shareholders of Worldwide
Growth, prior to the Closing Date by either the Board or a designated officer of
the Corporation.

International and Worldwide Growth each will pay their own expenses, if any,
incurred in connection with the Reorganization; provided, however, that certain
expenses of Worldwide Growth that are solely and directly related to the
Reorganization (such as legal and accounting expenses, appraisal fees,
registration fees and expenses, and administrative costs, including costs
incurred for printing, clerical work and telephone) may be assumed by
International.

Approval of the Plan will require the affirmative vote of a majority of the
outstanding shares of Worldwide Growth. If the Reorganization is not approved,
the Board will consider other possible courses of action.

DESCRIPTION OF INTERNATIONAL SHARES. Assuming the multiple class structure
discussed in the summary is implemented, full and fractional shares of
International will be issued in accordance with the procedures detailed in the
Plan and as described in International's prospectus. Most shareholders will
receive Class B shares of International in exchange for their shares of
Worldwide Growth. Shareholders of Worldwide Growth entitled to a waiver of the
CDSC will receive Class A shares of International. The shares of International
will represent shares of common stock, with $.01 par value, in International,
which is an open-end, management investment company incorporated under the laws
of the State of Minnesota. Class B shares together with Class A and Class Y
shares will represent identical and equal proportionate interests in
International's portfolio of investments.

<TABLE>
<CAPTION>
Service
Sales Charge 12b-1 Fee Fee TA Fee
------------- --------- ---------- -------------
<S> <C> <C> <C> <C>
Class A................... Front-End None Yes $ 15/account
Class B................... Contingent Yes Yes $ 16/account
Deferred
Class Y................... None None None $ 15/account
</TABLE>

Class A, Class B and Class Y shares will have one vote for each share held
on matters on which they are entitled to vote. Class A, Class B and Class Y
shares will vote together as one class on most matters subject to shareholder
approval, such as election of directors and changes in fundamental investment
objectives or policies, and as separate classes on issues that affect only a
particular class, such as changes in 12b-1 distribution policies. At the time
multiple classes of shares are implemented, IDS will purchase shares of Class B
and Class Y and, as sole shareholder, will approve the IMS

14
<PAGE>

Agreement applicable to Class B and Class Y and the 12b-1 plan applicable to
Class B, prior to shares of those classes being offered to the public. Class A,
Class B and Class Y shares of International will have no pre-emptive or
conversion rights, except to the extent that Class B shares will convert to
Class A shares after they have been held for approximately eight years and Class
A shares will convert to Class Y shares upon meeting the shareholder eligibility
requirements for Class Y shares. Each class of shares may be exchanged for
shares of the same class of other funds in the GROUP as described in the
International prospectus and statement of additional information. International
does not issue certificates to shareholders.

FEDERAL INCOME TAX CONSEQUENCES. The completion of the Reorganization is
contingent upon the receipt by the Corporation of a private letter ruling issued
by the Internal Revenue Service, or, if the private letter ruling has not yet
been issued, an opinion from Ropes & Gray, to the effect that the Reorganization
will constitute a tax-free reorganization under Section 368(a)(1)(c) of the
Internal Revenue Code. As such, no gain or loss will be recognized by Worldwide
Growth, International or their respective shareholders as a result of the
proposed transaction, the tax basis of the shares of International received by
Worldwide Growth shareholders will be the same as the tax basis of their
Worldwide Growth shares, and the tax basis of the assets of Worldwide Growth in
the hands of International will be the same as the tax basis of such assets in
the hands of Worldwide Growth prior to the Reorganization.

RELATED PROPOSALS OF INTEREST TO WORLDWIDE GROWTH SHAREHOLDERS.
Simultaneously with the meeting of Worldwide Growth shareholders to approve the
Plan, a regular meeting of International shareholders will be held to vote on
the following proposals: (1) election of directors; (2) ratification of KPMG
Peat Marwick LLP as the independent auditors; (3) approval of an investment
management services agreement between International and IDS; (4) approval of
changes in the investment policies to permit investment of all the Fund's assets
in another investment company with substantially the same investment objective,
policies and restrictions; and (5) approval of changes to certain fundamental
policies. Each of the proposals is discussed in detail in Exhibit B. There can
be no assurance that shareholders of International will vote to approve any or
all of these proposals.

The new investment management services agreement, if approved, will provide
for a graduated management fee to be paid to IDS calculated at a rate of 0.80%
on the first $250 million in net assets and decreasing thereafter at reduced
percentage rates to a minimum rate of 0.675% on all net assets in excess of $2
billion. The management fee paid to IDS will continue to be subject to a
performance adjustment of up to 0.12% based on the Fund's performance relative
to the Lipper International Fund Index.

15
<PAGE>

If shareholders approve the investment management services agreement, the
Board will approve a new administration and accounting agreement with fees
calculated at a rate ranging from 0.06% to 0.035%, decreasing as assets
increase.

A service fee will apply to Class A shares. The service fee will be
calculated at a rate of 0.175% of average daily net assets. Class B shares will
be subject to a 12b-1 distribution plan. This distribution plan will provide for
an annual distribution fee to be paid to IDS calculated at the rate of 0.75% of
average daily net assets. In addition, a service fee calculated at a rate of
0.175% of average daily net assets will apply to Class B shares. Class Y shares
will not be subject to distribution fees or to service fees.

At the meeting of International shareholders, shareholders will also vote on
whether to approve changes to certain of International's fundamental investment
policies.

CAPITALIZATION. The following table shows the capitalization of Worldwide
Growth and International as of April 30, 1994 and on a pro forma basis as of
that date, giving effect to the proposed acquisition of assets at net asset
value:

<TABLE>
<CAPTION>
Worldwide Pro forma for
International* Growth** Reorganization
-------------- -------------- --------------
(In thousands, except per share values)
<S> <C> <C> <C>
Class A Shares
- -------------------------------
Net assets..................... $ 582,489,160 $ 0 $ 582,489,160
Net asset value per share...... $ 10.32 $ 0.00 $ 10.32
Shares outstanding............. 56,440,273 0 56,440,273
Class B Shares
- -------------------------------
Net assets..................... $ 0 $ 237,823,674 $ 237,823,674
Net asset value per share...... $ 0.00 $ 5.53 $ 10.32
Shares outstanding............. 0 43,009,377 23,042,312
Class Y Shares
- -------------------------------
Net assets..................... $ 53,348,981 $ 0 $ 53,348,981
Net asset value per share...... $ 10.32 $ 0.00 $ 10.32
Shares outstanding............. 5,169,248 0 5,169,248

<FN>

*Current shares of International are shown as either Class A shares or Class Y
shares, into which such shares will be converted upon implementation of the
multiple class structure.
**Current shares of Worldwide Growth are shown as Class B shares, for which such
shares will be exchanged upon the Reorganization.
</TABLE>

16
<PAGE>
INFORMATION ABOUT INTERNATIONAL
AND WORLDWIDE GROWTH

Information concerning International is incorporated by reference from the
current International prospectus, dated December 30, 1993, accompanying this
Prospectus/Proxy Statement. Information concerning Worldwide Growth is
incorporated by reference from the Corporation's prospectus, dated May 27, 1994.

Both International and the Corporation are subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and
file reports and other information including proxy material, reports and charter
documents with the SEC. These reports can be inspected and copies obtained at
the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the New York Regional Office of the SEC, Seven
World Trade Center, 13th Floor, New York, New York 10048. Copies can also be
obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C. 20549
at prescribed rates. A copy of the prospectus of the Corporation is available
without charge by writing IDS Shareholder Service, P.O. Box 534, Minneapolis,
Minnesota 55440-0010 or by calling (612) 671-3733.

COMPARISON OF GOALS AND INVESTMENT POLICIES

The goals, investment policies and restrictions of International and
Worldwide Growth are substantially similar.

GOAL
The goals of International and Worldwide Growth are identical. The goal of
each Fund is to provide shareholders with long-term growth of capital. Because
any investment involves risk, there can be no guarantee that either Fund will
achieve its goal. The goal of each Fund can be changed only if holders of a
majority of the outstanding shares of the applicable Fund agree to make the
change.

INVESTMENT POLICIES

Under normal market conditions, at least 80% of International's total assets
and at least 65% of Worldwide Growth's total assets will be invested in common
stocks or securities convertible into common stocks of foreign issuers that have
a potential for superior growth. As of July 31, 1994 International had 92.1% of
its assets invested in securities of foreign issuers; Worldwide Growth had 89.2%
of its assets invested in foreign issuers. To the extent a Fund has more of its
assets invested in securities of foreign issuers, it has more exposure to the
risks of foreign investing described above under the heading "Risk Factors."

17
<PAGE>
The percentage of assets of each Fund invested in particular countries or
regions of the world will change according to their political stability and
economic condition. Ordinarily each Fund will invest in companies domiciled in
at least three foreign countries.

With respect to both International and Worldwide Growth, investments in U.S.
issuers generally will constitute less than 20% of the Fund's portfolio. If,
however, investments in foreign securities appear to be relatively unattractive
in the judgment of a Fund's investment manager because of current or anticipated
adverse political or economic conditions, as a temporary defensive strategy,
each Fund may invest any portion of its assets in securities of U.S. issuers
appearing to offer opportunities for superior growth.

Each Fund may also invest in securities other than common stocks, such as
preferred stocks, debt securities, derivative instruments and money market
instruments.

There is only one investment restriction that International and Worldwide
Growth do not have in common. Worldwide Growth may not pledge or mortgage its
assets beyond 30% of its total assets taken at market value. International is
subject to this restriction, but the portion of its assets that it may pledge or
mortgage is subject to a limit of 15% of its total assets at cost.

Management's discussion of those factors that materially affected each
Fund's performance for its last fiscal year is included in Exhibit C.

At the meeting of International shareholders to be held simultaneously with
the meeting of Worldwide Growth shareholders, International shareholders will
vote on whether to approve the reclassification of certain of International's
investment policies and restrictions from fundamental to non-fundamental. The
Board of International has proposed the reclassification in order to provide the
Fund with greater flexibility in managing its portfolio of investments. In
addition, International shareholders will vote on modifications to fundamental
policies regarding cash loans and real estate.

18
<PAGE>

FEES AND EXPENSES

The following table compares the current agreements for Worldwide Growth and
International with the proposed agreements for International. There is no
guarantee that International shareholders will approve the proposed changes.

<TABLE>
<CAPTION>
Current Fees Current Fees Proposed Fees
Worldwide Growth International International
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
IMS
Agreement....... Based on the combined Based on the combined Based on Fund assets:
net assets of all net assets of all 0.80% on the first
funds in the GROUP: funds in the GROUP: $250 million, scaling
0.46% of the first $5 0.46% of the first $5 down to 0.675% for
billion, scaling down billion, scaling down all assets over $2
to 0.32% on all net to 0.32% on all net billion; performance
assets over $50 assets over $50 incentive adjustment
billion; billion; up to 0.12% of net
plus individual asset plus individual asset assets
fee of 0.46%; fee of 0.46%;
performance incentive performance incentive
adjustment up to adjustment up to
0.12% of net assets 0.12% of net assets
Admin
Agreement....... None None 0.06% on the first
$250 million of Fund
assets, scaling down
to 0.035% for all
assets over $2
billion
TA
Agreement....... $16.00/account $15/account Class A: $15/account
Class B: 16/account
Class Y: 15/account
</TABLE>

19
<PAGE>

<TABLE>
<S> <C> <C> <C>
12b-1 Plan...... 1% of the lessor of $6/account Class A: None
purchase payments or Class B: 0.75% of
average daily net average daily net
assets, 0.75% for assets
distribution, Class Y: None
remainder for service
Service Fee..... See 12b-1 plan None Class A: 0.175% of
average daily net
assets
Class B: 0.175% of
average daily net
assets
Class Y: None
</TABLE>

RECOMMENDATION AND VOTE REQUIRED

The Board of Worldwide Growth, including the non-interested directors,
recommends that shareholders approve the Plan. Approval of the Plan requires the
affirmative vote of a majority of the outstanding shares entitled to vote.

(2) ELECTION OF BOARD MEMBERS

The Board has set the number of persons who serve on the Board at 14. Each
Board member will serve until the next regular shareholders' meeting or until he
or she reaches the mandatory retirement age established by resolution of the
Board. Under the current resolution of the Board, members who were serving on
the Board of any fund in the GROUP on January 1, 1988, serve until the end of
the meeting of the Board following their 75th birthday and all other members
serve through the meeting following their 70th birthday.

In voting for Board members, you may vote all of your Worldwide Growth
shares cumulatively. This means that you have the right to give each nominee an
equal number of votes or divide the votes among the nominees as you wish. You
have as many votes as the number of shares you own,
including fractional shares, multiplied by the number of members to be elected.
By completing the card, you give the proxies the right to vote for the persons
named below. If you elect to withhold authority for any individual nominee or
nominees, you may do so by marking the box labeled "Exception," and by striking
the name of any excepted nominee, as is further explained on the card itself. If
you do withhold authority, the proxies will not vote shares equivalent to the
proportionate number applicable to the names for which authority is withheld.
The persons nominated to serve on the Board are set forth below. Each of the
nominees is a nominee for trustee or director of each of the other

20
<PAGE>

funds within the GROUP except William Dudley who is director of all publicly
offered funds. The GROUP currently consists of 42 funds with assets of
approximately $44 billion. Each nominee was elected a member of the Board at the
last shareholders' meeting except for Lynne Cheney, David Hubers, Heinz Hutter
and Angus Wurtele.

All of the nominees have agreed to serve. If an unforeseen event prevents a
nominee from serving, your votes will be cast for the election of a substitute
selected by the Board. Information about each nominee is provided in the table
below. It includes the period of service as a Board member of funds in the
GROUP, the number of shares each owns in Worldwide Growth and in all the funds
in the GROUP on September 1, 1994 and the current committee assignments. The
shareholders of Worldwide Growth and the other funds forming part of the
Corporation vote as a group in electing directors. Election requires a vote by a
majority of the shares present or represented at the meeting.

LYNNE V. CHENEY Board member since 1994 Age 53

Distinguished Fellow, American Enterprise Institute for Public Policy Research.
Former Chair of National Endowment of the Humanities. Director, The Reader's
Digest Association, Inc., Lockheed Corp., and the Interpublic Group of
Companies, Inc. (advertising).

Shares owned: Worldwide Growth 0 GROUP 24,328

Committee assignment: Audit

WILLIAM H. DUDLEY** Board member since 1991 Age 62

Executive vice president and director of IDS.

Shares owned: Worldwide Growth 4,732+ GROUP 726,479
24,209+

Committee assignment: Executive

ROBERT F. FROEHLKE Board member since 1987 Age 71

Former president of all funds in the GROUP. Director, the ICI Mutual Insurance
Co., Institute for Defense Analyses, Marshall Erdman and Associates, Inc.
(architectural engineering) and Public Oversight Board of the American Institute
of Certified Public Accountants.

Shares owned: Worldwide Growth 0 GROUP 155,355+

Committee assignments: Contracts, Executive, Personnel

21
<PAGE>
DAVID R. HUBERS** Board member since 1993 Age 51

President, chief executive officer and director of IDS. Previously, senior vice
president, finance and chief financial officer of IDS.

Shares owned: Worldwide Growth 0 GROUP 128,719

HEINZ F. HUTTER Board member since 1994 Age 65

President and chief operating officer, Cargill, Incorporated (commodity
merchants and processors) from February 1991 to September 1994. Executive vice
president from 1981 to February 1991.

Shares owned: Worldwide Growth _____0 _______ GROUP _______0

ANNE P. JONES Board member since 1985 Age 59

Partner, law firm of Sutherland, Asbill & Brennan. Director, Motorola, Inc. and
C-Cor Electronics, Inc.

Shares owned: Worldwide Growth 0 GROUP 17,043

Committee assignment: Contracts

DONALD M. KENDALL Board member since 1968 Age 73

Former chairman and chief executive officer, PepsiCo, Inc.

Shares owned: Worldwide Growth 0 GROUP 0

Committee assignment: Audit

MELVIN R. LAIRD Board member since 1974 Age 72

Senior counsellor for national and international affairs, The Reader's Digest
Association, Inc. Chairman of the board, COMSAT Corporation, former nine-term
congressman, secretary of defense and presidential counsellor. Director, Martin
Marietta Corp., Metropolitan Life Insurance Co., The Reader's Digest
Association, Inc., Science Applications International Corp., Wallace Reader's
Digest Funds and Public Oversight Board (SEC Practice Section, American
Institute of Certified Public Accountants).

Shares owned: Worldwide Growth 0 GROUP 200,468
137,949+

Committee assignment: Personnel

22
<PAGE>
LEWIS W. LEHR Board member since 1986 Age 73

Former chairman of the board and chief executive officer, Minnesota Mining and
Manufacturing Company (3M). Director, Jack Eckerd Corporation (drugstores).
Advisory Director, Peregrine Inc. (microelectronics).

Shares owned: Worldwide Growth 0 GROUP 5,446

Committee assignments: Audit, Personnel

WILLIAM R. PEARCE* Board member since 1980 Age 66

President of all funds in the GROUP since June 1993. Former vice chairman of the
board, Cargill, Incorporated (commodity merchants and processors).

Shares owned: Worldwide Growth 0 GROUP 546,356
190,395+

Committee assignments: Contracts, Executive

EDSON W. SPENCER Board member since 1991 Age 68

President, Spencer Associates Inc. (consulting). Chairman of the Board, Mayo
Foundation (healthcare). Former chairman of the board and chief executive
officer, Honeywell Inc. Director, Boise Cascade Corporation (forest products)
and CBS Inc. Member of International Advisory Councils, Robert Bosch (Germany)
and NEC (Japan).

Shares owned: Worldwide Growth 0 GROUP 15,403

Committee assignments: Audit, Executive

JOHN R. THOMAS** Board member since 1987 Age 57

Senior vice president and director of IDS.

Shares owned: Worldwide Growth 0 GROUP 630,858
4,732+

WHEELOCK WHITNEY Board member since 1977 Age 68

Chairman, Whitney Management Company (manages family assets).

Shares owned: Worldwide Growth 0 GROUP 2,204,645

Committee assignment: Audit, Contracts, Executive, Personnel

23
<PAGE>

C. ANGUS WURTELE Board member since 1994 Age 60

Chairman of the board and chief executive officer, The Valspar Corporation
(paints). Director, Bemis Corporation (packaging), Donaldson Company (air
cleaners & mufflers) and General Mills, Inc. (consumer products).

Shares owned: Worldwide Growth _____0 _______ GROUP _______0

*Interested person by reason of being an officer and employee of Worldwide
Growth.

**Interested person by reason of being an officer, director, securityholder
and/or employee of IDS of American Express Company ("American Express").

+Shares owned by family members in which nominee disclaims any beneficial
ownership.

As of September 1, 1994, all executive members and Board members as a group
beneficially owned directly or indirectly less than 1% of the shares of
Worldwide Growth.

The committees have been appointed to facilitate the work of the Board. The
Executive Committee has authority to act for the full Board between meetings. It
focuses on investment activities, routine compliance issues and oversight of
various operational functions. The Joint Audit Committee meets with
representatives of the independent auditors to consider the scope of annual
audits and reviews the results of those audits. It receives reports from IDS
Internal Audit that pertain to the operations of the Corporation and addresses
special areas of concern. The Contracts Committee, under the full Board's
direction, negotiates contracts and monitors, evaluates and reports to the Board
the performance under the terms of those contracts. The Joint Personnel
Committee makes recommendations with respect to the composition of the Board and
the compensation of the members, officers and staff of the Corporation.
Candidates for vacancies on the Board must have a background that gives promise
of making a significant contribution to furthering the interests of all
shareholders. Shareholders wishing to suggest candidates should write in care of
Joint Personnel Committee, IDS MUTUAL FUND GROUP, 901 Marquette Avenue South,
Suite 2810, Minneapolis, MN 55402-3268.

Over the last fiscal year, the Board held 10 meetings, the Executive
Committee met twice a month, and the Audit, Contracts and Personnel Committees
met 5, 4 and 7 times, respectively. Average attendance at the Board was 93% and
no nominee attended less than 75% of the meetings of the Board and the
committees on which she or he serves.

Members who are not officers of Worldwide Growth or directors of IDS receive
an annual fee and retirement benefits from Worldwide Growth. They also receive
attendance and other fees, the cost of which Worldwide Growth shares with the
other funds in the GROUP. Members of the Board receive an annual fee of $500 and
upon retirement at age 70, or earlier if for health reasons, such members
receive monthly payments equal to 1/2 of the annual fee divided by 12 for as
many months as the member served on the Board up

24
<PAGE>
to 120 months or until the date of death. There are no death benefits and the
plan is not funded. The fees shared with other funds are those for attendance
for meetings of the Contracts Committee or Board, $500, meetings of the Audit,
Executive, and Personnel Committees, $300, out-of-state, $500, and Chair of
Contracts Committee, $5,000. Expenses are also reimbursed.

During the last fiscal year, the members of the Board, for attending up to
50 meetings, received the following compensation, in total, from all the funds
in the GROUP.

<TABLE>
<CAPTION>
Retirement
Aggregate Benefits
Compensation Accrued as Estimated Total Cash
from Worldwide Annual Compensation
Worldwide Growth Benefit on from
Nominee Growth Expenses Retirement GROUP
- ------------------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Lynne V. Cheney $ 65 $ -- $ 250 $ 6,000
(part of year)
Robert F. Froehlke 748 611 250 64,534
(part of year)
Anne P. Jones 705 187 250 72,200
Donald M. Kendall 646 831 250 66,000
Melvin R. Laird 730 595 250 71,900
Lewis W. Lehr 692 823 244 70,500
William R. Pearce 108 318 250 13,367
(part of year)
Edson W. Spencer 739 391 133 72,700
Wheelock Whitney 787 350 250 74,800
</TABLE>

Besides Mr. Pearce, who is president, Worldwide Growth's other officer is:
Leslie L. Ogg, 56, Vice president and general counsel of all publicly offered
funds in the GROUP since 1978. Vice president and secretary of the Life Funds
and treasurer and secretary of all publicly offered funds in the GROUP since
July 1989.

Officers serve at the pleasure of the Board.

During the last fiscal year, no officer earned more than $60,000 from
Worldwide Growth. All officers as a group (two persons) earned cash
compensation, including salaries and thrift plan, of $970 for the last fiscal
year.

(3) RATIFY OR REJECT THE SELECTION OF KPMG PEAT
MARWICK LLP AS INDEPENDENT AUDITORS

For the fiscal year ending March 31, 1995, KPMG Peat Marwick LLP has been
selected to serve as the independent auditors for the Corporation. This
selection was made by the members of the Board who are not officers of

25
<PAGE>
the Corporation or associated with the investment manager pursuant to a
recommendation by the Joint Audit Committee. When a meeting of shareholders is
held, the selection also is considered by the shareholders.

The audit services provided to the funds in the GROUP by KPMG Peat Marwick
LLP include the examination of the annual financial statements, assistance in
connection with filings with the SEC and meeting with the Joint Audit Committee.
A representative of KPMG Peat Marwick LLP is expected to be at the meeting and
will have the opportunity to make a statement and answer questions.

RECOMMENDATION AND VOTE REQUIRED. The Board recommends that you vote to
ratify the selection of the independent auditors. Ratification of the selection
requires a vote by a majority of the shares present or represented at the
meeting. The shareholders of Worldwide Growth and the other funds forming part
of the Corporation vote as a group in ratifying or rejecting the selection of
independent auditors. If the selection of the independent auditors is not
ratified, the Board will consider what further action must be taken.

VOTING INFORMATION

GENERAL. This Prospectus/Proxy Statement is first being mailed to
shareholders of Worldwide Growth on or about September 19, 1994. Only
shareholders of record as of the close of business on September 11, 1994 (the
"Record Date") will be entitled to notice of, and to vote at, the meeting or any
adjournment thereof. If the enclosed form of proxy is properly executed and
returned in time to be voted at the meeting, the proxies will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted FOR the proposed Reorganization and FOR election
of the persons nominated to the Board and ratification of the Board's selection
of independent auditors and FOR any other matters deemed appropriate. A proxy
may be revoked at any time on or before the meeting by written notice to the
Fund. Shareholders are entitled to one vote for each share.

Election of Board members and ratification or rejection of the selection of
independent auditors will require the affirmative vote of a majority of the
shares of the funds forming part of the Corporation. Shareholders of the funds
forming part of the Corporation vote together as a group on such matters.
Simultaneously with the meeting of Worldwide Growth shareholders, shareholders
of the other funds forming part of the Corporation will vote at shareholder
meetings for the purpose of electing directors and ratifying or rejecting the
selection of independent auditors.

The funds forming part of the Corporation in addition to Worldwide Growth
include Aggressive Equity Fund, Equity Fund, Income Fund and Short-Term Income
Fund. As of the Record Date, each of the funds had

26
<PAGE>

shares outstanding as follows: Aggressive Equity -- 49,016,669; Equity --
124,133,994; Income -- 115,020,579; Short-Term Income -- 217,905,690; and
Worldwide Growth -- 51,377,307.

Proxies are solicited by mail. Additional solicitations may be made by mail,
telephone, telegraph or personal contact by financial planners. The cost of
solicitation will be borne by the Fund.

In the event that sufficient votes in favor of any of the proposals set
forth in the Notice of the Meeting and Proxy Statement are not received by the
time scheduled for the meeting, the persons named as proxies may move for one or
more adjournments of the meeting for a period or periods of not more than 60
days in the aggregate to permit further solicitation of proxies with respect to
any of the proposals. Any adjournment will require the affirmative vote of a
majority of the shares present at the meeting. The persons named as proxies will
vote in favor of adjournment those shares which they are entitled to vote which
have voted in favor of the proposals. They will vote against any adjournment
those proxies which have voted against any of the proposals. The costs of any
additional solicitation and of any adjourned session will be borne by the Fund.

Shareholders of International are not entitled to vote on the Plan and their
votes are not being solicited by this Prospectus/Proxy Statement.

DISSENTERS' RIGHTS. Pursuant to Sections 302A.471 and 302A.473 of the
Minnesota Business Corporation Act (the "MBCA Sections"), Worldwide Growth
shareholders of record on September 11, 1994 are entitled to assert dissenters'
rights in connection with the Reorganization and obtain payment of the "fair
value" of their shares, provided that such shareholders comply with the
requirements of the MBCA Sections. A copy of the MBCA Sections is attached as
Exhibit D.

Notwithstanding the provisions of the MBCA Sections, the Division of
Investment Management of the SEC has taken the position that adherence to state
appraisal procedures by a registered investment company issuing redeemable
securities would be a violation of Rule 22c-1 under the 1940 Act. This rule
provides that no open-end investment company may redeem its shares other than at
net asset value next computed after receipt of a tender of such security for
redemption. It is the view of the Division of Investment Management that Rule
22c-1 supersedes appraisal provisions in state statutes.

In the interests of ensuring equal valuation of all interests in Worldwide
Growth, the Corporation will determine dissenters' rights in accordance with the
Division's interpretation. ACCORDINGLY, IF ANY SHAREHOLDER ELECTS TO EXERCISE
DISSENTERS' RIGHTS UNDER MINNESOTA LAW, THE CORPORATION INTENDS TO SUBMIT THIS
QUESTION TO A COURT OF COMPETENT JURISDICTION. IN THAT EVENT, A DISSENTING
SHAREHOLDER WOULD NOT RECEIVE ANY PAYMENT UNTIL THE END OF THE COURT PROCEEDING.

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INTEREST OF CERTAIN PERSONS. The following receive payments from
International for services rendered pursuant to contractual arrangements: IDS,
as investment adviser, receives payments for its investment advisory and
management services and, as transfer agent, receives payments for transfer agent
and dividend disbursing services. IDS Financial Services Inc. is compensated for
its services in connection with the distribution of the Funds' shares. IDS Trust
Company receives payments for its services as custodian for the Funds.

FINANCIAL STATEMENTS AND EXPERTS

The audited financial statements of International and Worldwide Growth as of
October 31, 1993 and March 31, 1994, respectively, and the respective statement
of operations for the year then ended and changes in net assets for the two
years then ended and financial highlights, all as incorporated by reference into
the respective statements of additional information of International, dated
December 30, 1993, and of the Corporation, dated May 27, 1994, have been
incorporated by reference into this Prospectus/ Proxy Statement in reliance on
the reports of KPMG Peat Marwick LLP, independent auditors for each of the
Funds, given on the authority of such firms as experts in accounting and
auditing.

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EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 8, 1994, between
IDS Strategy Fund, Inc., a Minnesota corporation (the "Corporation"), on behalf
of Worldwide Growth Fund ("Worldwide Growth") and IDS International Fund, Inc.,
a Minnesota corporation ("International").

In consideration of the mutual promises herein contained, the parties hereto
agree as follows:

1. SHAREHOLDER APPROVAL

A meeting of the shareholders of Worldwide Growth shall be called and held
for the purpose of approving this Agreement and the transactions it
contemplates. International shall furnish data and information as reasonably
requested by the Corporation for inclusion in the information to be furnished to
Worldwide Growth shareholders at the meeting.

2. REORGANIZATION

(a) PLAN OF REORGANIZATION. The Corporation will convey, transfer and
deliver to International all of the assets of Worldwide Growth at the closing
provided for in Section 2(b) (the "Closing"). International shall assume all
liabilities, expenses, costs, charges and reserves reflected on an unaudited
statement of assets and liabilities of Worldwide Growth as of the Valuation Date
(as defined in paragraph 3(a)), in accordance with generally accepted accounting
principles. International shall assume only those liabilities of Worldwide
Growth reflected in the unaudited statement of assets and liabilities and shall
not assume any other liabilities, whether absolute or contingent, known or
unknown, accrued or unaccrued. At the Closing, International agrees to deliver
to the Corporation the number of shares of International including fractional
shares, determined by dividing the value of the net assets of Worldwide Growth,
computed as set forth in paragraph 3(a), by the net asset value of one share
computed as set forth in paragraph 3(b). It is agreed that there will be no
sales charge on the transfer of International's shares to Worldwide Growth in
exchange for the assets of Worldwide Growth, or to any of the shareholders of
Worldwide Growth upon distribution of the International shares to them.
Shareholders of Worldwide Growth entitled to a waiver of the contingent deferred
sales charge will receive Class A shares of International in exchange for their
shares of Worldwide Growth. All other shareholders of Worldwide Growth will
receive Class B shares.

(b) CLOSING AND EFFECTIVE TIME OF THE REORGANIZATION. The Closing shall
occur on (a) the later of (i) receipt of all necessary regulatory approvals,
(ii) the final adjournment of the meeting of shareholders of Worldwide

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Growth at which this Agreement will be considered and (iii) implementation of a
multiple class share structure by International pursuant to an Exemptive Order
(the "Exemptive Order") obtained on behalf of International and other funds
managed by IDS Financial Corporation, or (b) such later date as the Parties may
mutually agree (the "Effective Time of the Reorganization").

3. VALUATION OF NET ASSETS

(a) The value of the net assets of Worldwide Growth to be transferred to
International shall be computed as of the close of regular trading on the New
York Stock Exchange, Inc. (the "NYSE"), currently 4:00 p.m. New York time, on
the day of the Closing (the "Valuation Date") using the valuation procedures set
forth in the International prospectus.

(b) The net asset value per share of International's shares for purposes of
Section 2(a) shall be determined as of the close of regular trading on the NYSE,
on the Valuation Date using the valuation procedures set forth in the
International prospectus.

(c) A copy of the computations showing in reasonable detail the valuation of
Worldwide Growth's net assets on the Valuation Date, certified by an officer of
the investment manager, shall be furnished to International at the Closing. A
copy of the computations showing in reasonable detail the determination of the
net asset value per share of International's shares on the Valuation Date,
certified by an officer of the investment manager, shall be furnished to the
Corporation at the Closing.

4. LIQUIDATION AND DISSOLUTION OF WORLDWIDE GROWTH

(a) As soon as practicable after the Valuation Date, the Corporation will
liquidate and distribute to Worldwide Growth shareholders of record, the
International shares received by the Corporation pursuant to this section.
Liquidation and distribution will be accomplished by establishing International
shareholder accounts in the names of each Worldwide Growth shareholder,
representing the respective pro rata number of full and fractional shares of
International due to each. All issued and outstanding shares of Worldwide Growth
will simultaneously be cancelled on the books of the Corporation, although stock
certificates representing interests in Worldwide Growth will represent a number
of shares of International after the Valuation Date determined in accordance
with Section 2(a). No shareholder accounts shall be established by International
or its transfer agent except pursuant to written instructions from the
Corporation, and the Corporation agrees to provide instructions on the Valuation
Date.

(b) Promptly after the distribution described in Section 4(a), appropriate
notification will be mailed by International or its transfer agent to each
shareholder of Worldwide Growth receiving shares informing the shareholder of
the number of shares distributed to the shareholder and confirming the
registration in the shareholder's name.

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(c) As promptly as practicable after the liquidation of Worldwide Growth,
and in no event later than twelve months from the date hereof, Worldwide Growth
shall be dissolved.

(d) Immediately after the Valuation Date, the share transfer books of the
Corporation relating to Worldwide Growth shall be closed and no further transfer
of shares shall be made.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF INTERNATIONAL
International represents and warrants to the Corporation as follows:

(a) ORGANIZATION, EXISTENCE, ETC. International is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Minnesota and has the power to carry on its business as it is now being
conducted.

(b) REGISTRATION AS INVESTMENT COMPANY. International is a corporation
registered under the Investment Company Act of 1940 (the "1940 Act") as an
open-end, management investment company; such registration has not been revoked
or rescinded and is in full force and effect.

(c) CAPITALIZATION. International has an authorized capital of
10,000,000,000 shares of common stock, par value $0.01 per share, of which as of
September 1, 1994, 69,392,195 shares were outstanding and no shares were held in
the treasury. All of the outstanding shares have been duly authorized and are
validly issued, fully paid and non-assessable. Since International is engaged in
the continuous offering and redemption of its shares, the number of outstanding
shares may change prior to the Effective Time of the Reorganization.
International has the authority, pursuant to the Exemptive Order, to implement a
multiple class structure and to create multiple classes of common stock.
International agrees that, prior to the Closing, it shall implement a multiple
class structure in accordance with the Exemptive Order.

(d) FINANCIAL STATEMENTS. The audited financial statements as of October
30, 1993 and the unaudited semi-annual financial statements as of April 30, 1994
of International (the "International Financial Statements"), previously
delivered to the Corporation, fairly present the financial position of
International and the results of its operations and changes in its net assets
for the periods then ended.

(e) SHARES TO BE ISSUED UPON REORGANIZATION. The shares to be issued in
connection with the Reorganization will have been duly authorized and at the
time of the Reorganization will be validly issued, fully paid and non-
assessable.

(f) AUTHORITY RELATIVE TO THIS AGREEMENT. International has the power to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the transactions contemplated

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hereby have been duly authorized by its Board of Directors and no other
proceedings by International are necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby.

(g) NO VIOLATION. International is not in violation of its Articles of
Incorporation or By-Laws (the "Charter") or in default in the performance or
observance of any material agreement, or condition contained in any material
contract or other instrument to which it is a party or by which it or its
properties may be bound; and the execution and delivery of this Agreement and
the consummation of the transactions contemplated herein will not conflict with
or constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
International pursuant to any material contract or other instrument to which
International is subject, nor will such action result in any violation of the
provisions of the Charter or any law, administrative regulation or
administrative or court decree applicable to International; and no consent,
approval, authorization or order of any court or governmental authority or
agency is required for the consummation by International of the transactions
contemplated by this Agreement other than the effectiveness of the Registration
Statement described below in Section 5(1).

(h) LIABILITIES. There are no liabilities of International, whether or not
determined or determinable, other than liabilities disclosed in International's
Financial Statements and liabilities incurred in the ordinary course of business
subsequent to April 30, 1994, or otherwise previously disclosed to the
Corporation, none of which has been materially adverse to the business, assets
or results of operations of International.

(i) LITIGATION. There are no claims, actions, suits or proceedings pending
or, to the knowledge of International, threatened which would adversely affect
International or its assets or business or which would prevent or hinder
consummation of the transactions contemplated hereby.
(j) CONTRACTS. Except for contracts and agreements previously disclosed to
the Corporation under which no default exists, International is not a party to
or subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever.

(k) TAXES. The federal tax returns of International have been filed for
all taxable years to and including the taxable year ended December 31, 1993.
International has qualified and will qualify as a regulated investment company
under the Internal Revenue Code with respect to each taxable year since
commencement of its operations.

(l) REGISTRATION STATEMENT. International shall cause to be filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form N-14 (the "Registration Statement") under the Securities Act of 1933
("Securities Act") relating to the shares, issuable hereunder. At the time the
Registration Statement becomes effective, at the time of the shareholders'
meeting referred to in Section 1, and at the Effective Time of

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the Reorganization, the prospectus and statement of additional information, as
amended or supplemented, will not contain an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the Registration
Statement or prospectus and statement of additional information made in reliance
upon and in conformity with information furnished by the Corporation for use in
the Registration Statement or prospectus and statement of additional information
as provided in Section 6(1).

6. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE CORPORATION
The Corporation represents and warrants to International as follows:

(a) ORGANIZATION, EXISTENCE, ETC. The Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Minnesota and has power to carry on its business as it is now being conducted.

(b) REGISTRATION AS INVESTMENT COMPANY. The Corporation is a corporation
registered under the 1940 Act as a open-end diversified management investment
company; such registration has not been revoked or rescinded and is in full
force and effect.

(c) CAPITALIZATION. The Corporation has an authorized capital of
10,000,000,000 shares of common stock, par value $0.01 per share, of which as of
September 1, 1994, 51,015,384 shares of Worldwide Growth were outstanding and no
shares were held in the treasury of the Corporation. All of the outstanding
shares of Worldwide Growth have been duly authorized and are validly issued,
fully paid and non-assessable. Since the Corporation is engaged in the
continuous offering and redemption of its shares, the number of outstanding
shares of Worldwide Growth may change prior to the Effective Time of the
Reorganization.

(d) FINANCIAL STATEMENTS. The audited financial statements as of March 31,
1994 of Worldwide Growth (the "Worldwide Growth Financial Statements"),
previously delivered to International, fairly present the financial position of
Worldwide Growth and the results of its operations and changes in its net assets
for the period then ended.

(e) AUTHORITY RELATIVE TO THIS AGREEMENT. The Corporation has the power to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the transactions contemplated have
been duly authorized by its Board of Directors, and except for obtaining
approval by the holders of shares of Worldwide Growth, no other proceedings by
the Corporation are necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby.

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(f) NO VIOLATION. The Corporation is not in violation of its Articles of
Incorporation or By-Laws (the "Charter") or in default in the performance or
observance of any material agreement or condition contained in any material
contract or other instrument to which it is a party or by which it or its
properties may be bound; and the execution and delivery of this Agreement and
the consummation of the transactions contemplated herein will not conflict with
or constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
Worldwide Growth pursuant to any material contract, or other instrument to which
the Corporation is subject, nor will such action result in any violation of the
Charter or any law, administrative regulation or administrative or court decree
applicable to the Corporation; and no consent, approval, authorization or order
of any court or governmental authority or agency is required for the
consummation by the Corporation of the transactions contemplated by this
Agreement.

(g) LIABILITIES. There are no liabilities of Worldwide Growth, whether or
not determined or determinable, other than liabilities disclosed in the
Worldwide Growth Financial Statements and liabilities incurred in the ordinary
course of business subsequent to March 31, 1994, or otherwise previously
disclosed to International, none of which has been materially adverse to the
business, assets or results of operations of Worldwide Growth.

(h) LITIGATION. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the Corporation, threatened which would adversely affect
Worldwide Growth or its assets or business or which would prevent or hinder
consummation of the transactions contemplated hereby.
(i) CONTRACTS. Except for contracts and agreements previously disclosed to
International under which no default exists, the Corporation is not a party to
or subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever.

(j) TAXES. The federal tax returns of the Corporation have been filed for
all taxable years to and including the taxable year ended December 31, 1993, and
all taxes payable pursuant to such returns have been paid. Worldwide Growth has
qualified, and will qualify, as a regulated investment company under the
Internal Revenue Code with respect to each taxable year since commencement of
its operations.

(k) FUND SECURITIES. All securities to be listed in the schedule of
investments of Worldwide Growth as of the Effective Time of the Reorganization
will be owned by Worldwide Growth free and clear of any liens, claims, charges,
options and encumbrances, except as indicated in the schedule, and, except as so
indicated, none of the securities is or, after the Reorganization, will be
subject to any restrictions, legal or contractual, on the disposition thereof
(including restrictions as to the public offering or sale thereof under the
Securities Act), and all such securities are or will be readily marketable.

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(l) REGISTRATION STATEMENT. The Corporation will cooperate with
International and will furnish the information relating to the Corporation or
Worldwide Growth required by the Securities Act and the Regulations to be set
forth in the Registration Statement. At the time the Registration Statement
becomes effective, at the time of the shareholders' meeting referred to in
Section 1 and at the Effective Time of the Reorganization, the prospectus and
statement of additional information, as amended or supplemented, insofar as it
relates to the Corporation or Worldwide Growth, will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the representations and warranties
in this subsection shall apply only to statements in or omissions from the
Registration Statement or prospectus and statement of additional information
made in reliance upon and in conformity with information furnished by the
Corporation for use in the Registration Statement or prospectus and statement of
additional information as provided in this Section 6(1).

7. CONDITIONS TO OBLIGATIONS OF THE CORPORATION.

The obligations of the Corporation with respect to the Reorganization are
subject to the satisfaction of the following conditions:

(a) SHAREHOLDER APPROVAL. This Agreement shall have been approved by the
affirmative vote of the holders of the majority of the outstanding shares of
common stock of Worldwide Growth.

(b) REPRESENTATIONS, WARRANTIES AND AGREEMENTS. International shall have
complied with each of its agreements herein, each of the representations and
warranties herein shall be true in all material respects as of the Effective
Time of the Reorganization, and except as otherwise indicated in any financial
statements of International audited or certified by an officer of International,
which may be delivered to the Corporation on or prior to the last business day
preceding the Effective Time of the Reorganization, as of the Effective Time of
the Reorganization there shall have been no material adverse change in the
financial condition, results of operations, business, properties or assets of
International since April 30, 1994 and the Corporation shall have received a
certificate by an officer of International satisfactory in form and substance to
the Corporation so stating.

(c) CREATION OF CLASSES OF SHARES. International shall have implemented
the multiple class share structure contemplated by the Exemptive Order and shall
have created and authorized the issuance of the classes of shares to be issued
to Worldwide Growth shareholders in accordance with the terms hereof.

(d) REGULATORY APPROVAL. The Registration Statement referred to in Section
5(1) shall have become effective and no stop orders under the

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Securities Act pertaining thereto shall have been issued; and all approvals,
registrations, and exemptions under federal and state securities laws considered
to be necessary shall have been obtained.

(e) TAX OPINION. The Corporation shall have received the opinion of Ropes
& Gray, dated the Effective Time of the Reorganization, addressed to and in form
and substance satisfactory to the Corporation, as to the Federal income tax
consequences of the Reorganization under the Internal Revenue Code of 1986 to
Worldwide Growth and its shareholders. For purposes of rendering their opinion
Ropes & Gray may rely exclusively and without independent verification, as to
factual matters, upon the statements made in this Agreement, the proxy statement
which will be distributed to the shareholders of Worldwide Growth in connection
with the Reorganization, and upon such other written representations as an
officer of the Corporation and International, respectively, will have verified
as of the Effective Time of the Reorganization. The opinion of Ropes & Gray will
be to the effect that, based on the facts and assumptions stated therein, for
federal income tax purposes: (i) neither Worldwide Growth nor International will
recognize any gain or loss upon the transfer of the assets of Worldwide Growth
to, and the assumption of its liabilities by, International in exchange for
shares of International and upon the distribution of the shares to Worldwide
Growth shareholders in exchange for their shares of Worldwide Growth; (ii) the
shareholders of Worldwide Growth who receive shares of International pursuant to
the Reorganization will not recognize any gain or loss upon the exchange of
their shares of Worldwide Growth for shares of International (including any
fractional share interests they are deemed to have received) pursuant to the
Reorganization; (iii) the holding period and the basis of the shares received by
the Worldwide Growth shareholders will be the same as the holding period and the
basis of the shares of Worldwide Growth surrendered in the exchange; and (iv)
the holding period and the basis of the assets acquired by International will be
the same as the holding period and the basis of such assets to Worldwide Growth
immediately prior to the Reorganization.

(f) OPINION OF COUNSEL. The Corporation shall have received the opinion of
Leslie L. Ogg, counsel for International, dated the Effective Time of the
Reorganization, addressed to and in form and substance satisfactory to the
Corporation, to the effect that: (i) International is a corporation duly
organized and validly existing under the laws of the State of Minnesota; (ii)
International is an open-end investment company of the management type
registered under the 1940 Act; (iii) this Agreement and the Reorganization have
been duly authorized and approved by all requisite action of International and
this Agreement has been duly executed and delivered by, and is a valid and
binding obligation of, International; and (iv) the shares to

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be issued in the Reorganization are duly authorized and upon issuance in
accordance with this Agreement will be validly issued, fully paid and non-
assessable shares of International.

8. CONDITIONS TO OBLIGATIONS OF INTERNATIONAL

The obligations of International hereunder with respect to the
Reorganization are subject to the satisfaction of the following conditions:

(a) SHAREHOLDER APPROVAL. This Agreement shall have been approved by the
affirmative vote of the holders of a majority of the outstanding shares of
Worldwide Growth.

(b) REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The Corporation shall have
complied with each of its agreements herein, each of the representations and
warranties herein shall be true in all material respects as of the Effective
Time of the Reorganization, and except as otherwise indicated in any financial
statements of the Corporation or Worldwide Growth, audited or certified by an
officer of the Corporation, which may be delivered to International on or prior
to the last business day preceding the Effective Time of the Reorganization, as
of the Effective Time of the Reorganization there shall have been no material
adverse change in the financial condition, results of operations, business,
properties or assets of Worldwide Growth since March 31, 1994 and International
shall have received a certificate of an officer of the Corporation satisfactory
in form and substance to International so stating.

(c) REGULATORY APPROVAL. All approvals, registrations, and exemptions
under federal and state securities laws considered to be necessary shall have
been obtained.

(d) OPINION OF COUNSEL. International shall have received the opinion of
Leslie L. Ogg, counsel for the Corporation, dated the Effective Time of the
Reorganization, addressed to and in form and substance satisfactory to
International, to the effect that (i) the Corporation is a corporation duly
organized and validly existing under the laws of the State of Minnesota; (ii)
the Corporation is an open-end investment company of the management type
registered under the 1940 Act; (iii) this Agreement and the Reorganization have
been duly authorized and approved by all requisite action of the Corporation and
this Agreement has been duly executed and delivered and is a valid and binding
obligation of the Corporation with respect to Worldwide Growth.

(e) DECLARATION OF DIVIDEND. The Corporation shall have declared a
dividend with respect to Worldwide Growth which, together with all previous such
dividends, shall have the effect of distributing to Worldwide Growth's
shareholders all of Worldwide Growth's investment company taxable income for all
taxable years ending on or prior to the Closing (computed without

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regard to deduction for dividends paid) and all of its net capital gain realized
in taxable years ending on or prior to the Closing (after reduction for capital
loss carryforward).

9. AMENDMENT; TERMINATIONS; NON-SURVIVAL OF
COVENANTS, WARRANTIES AND REPRESENTATIONS.

(a) The parties hereto may, by agreement in writing authorized by their
respective Boards of Directors, amend this agreement at any time before or after
approval by the shareholders of Worldwide Growth but after such approval, no
amendment shall be made which substantially changes the terms of Paragraphs 2
and 3.

(b) At any time prior to the Effective Time of the Reorganization, any of
the parties may by written instrument (i) waive any inaccuracies in the
representations and warranties made to it and (ii) waive compliance with any of
the covenants or conditions made for its benefit.

(c) The Corporation may terminate this Agreement at any time prior to the
Effective Time of the Reorganization by notice to International if (i) a
material condition to its performance or a material covenant of International
shall not be fulfilled on or before the date specified for the fulfillment
thereof or (ii) a material default or material breach of this Agreement shall be
made by International that is not cured.
(d) International may terminate this Agreement at any time prior to the
Effective Time of the Reorganization by notice to the Corporation if (i) a
material condition to its performance or a material covenant of the Corporation
shall not be fulfilled on or before the date specified for the fulfillment
thereof or (ii) a material default or material breach of this Agreement shall be
made by the Corporation that is not cured.

(e) This Agreement may be terminated by any party at any time prior to the
Effective Time of the Reorganization, whether before or after approval by the
shareholders of Worldwide Growth, without any liability on the part of either
party hereto or its respective directors, officers or shareholders, on written
notice to the other party, and shall be terminated without liability as of the
close of business on December 31, 1995, or such later date as agreed upon by the
parties, if the Effective Time of the Reorganization is not on or prior to such
date.

(f) No representation, warranty or covenant in or pursuant to this
Agreement, including certificates of officers, shall survive the Reorgan-
ization.

10. EXPENSES

Each party shall bear its respective expenses of entering into and carrying
out the provisions of this Agreement whether or not the Reorganization is
consummated although such expenses may be subject to expense limitation
undertakings by the respective investment advisers to the parties hereto.

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11. GENERAL

This Agreement supersedes all prior agreements between the Parties, is
intended as a complete and exclusive statement of the terms of the Agreement
between the Parties and may not be changed or terminated orally. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Nothing in this
Agreement, expressed or implied, is intended to confer upon any other person any
rights or remedies under or by reason of this Agreement.

12. INDEMNIFICATION

Each party shall indemnify and hold the other and their officers, directors,
agents and persons controlled or controlling any of them (each an "indemnitee")
harmless from and against any liability, damage, deficiency, tax, assessment,
charge or other cost and expense, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees reasonably
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which the indemnitee may be or may have
been involved as a party or otherwise or with which the indemnitee may be or may
have been threatened, with respect to actions taken hereunder or thereafter by
reason of the indemnitee's having so acted in any such capacity, provided,
however, that no indemnitee shall be indemnified hereunder against any liability
or any expense of such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties
involved in the conduct of the indemnitee's position.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement and Plan
of Reorganization to be executed, as of the day and year first above written.

Attest: IDS International Fund, Inc.

By/s/ Valeda A. Binford By /s/ Leslie L. Ogg
- -------------------------- --------------------------
Assistant Secretary Name: Leslie L. Ogg
Title: Vice President and General
Counsel

IDS Strategy Fund, Inc.
on behalf of
Worldwide Growth Fund

By/s/ Valeda A. Binford By /s/ Leslie L. Ogg
- -------------------------- --------------------------
Assistant Secretary Name: Leslie L. Ogg
Title: Vice President and General
Counsel

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EXHIBIT B

MATTERS SUBJECT TO APPROVAL AT REGULAR MEETING OF
INTERNATIONAL SHAREHOLDERS

In addition to voting on directors and auditors, International shareholders
will consider the following issues:

(3)_APPROVE OR REJECT A NEW INVESTMENT
MANAGEMENT SERVICES AGREEMENT

IDS has provided the Fund investment advice, administrative services,
transfer agent services and distribution since the Fund began operation. These
services are now provided under four separate contracts.

The Fund is considering two changes in its current structure. First, it is
considering issuing multiple classes of shares. This would permit investors to
choose when and how to pay a sales charge. Second, at some future time, the Fund
may separate the asset management function from the investor services function,
creating what are known as master/feeder funds. The master fund will offer its
shares only to other investment companies and investment groups including
pension plans and trust accounts. The master/feeder structure facilitates the
use of a number of different distribution channels. The master/feeder structure
will not necessarily be used by all funds in the GROUP and will be implemented
for this Fund only if the Board determines that it is in the best interests of
the Fund and its shareholders.

In order to proceed with the changes, new contracts with IDS are necessary.
Under the proposed contracts, based on the net asset values and the number of
shareholder accounts in the Fund in 1993, shareholders would have paid an
additional $1.60 for each $1,000 invested. In return for that increase, IDS
believes it can provide more and better services to shareholders.

The proposed contracts will become effective only if and when the Fund
issues multiple classes of shares. If the proposed contracts are approved, the
Fund plans to offer multiple classes of shares before the end of March 1995.

BOARD DELIBERATIONS. In considering the desirability of issuing multiple
classes of shares, the members of the Board took several steps. First, they
asked the Board's Contracts Committee, composed of members who are not
affiliated with IDS ("independent members"), to test and evaluate a plan to
offer multiple classes of shares. The Committee determined that many investment
companies are now offering multiple classes of shares because they give
investors the choice among several sales charge options. Also, they determined
that issuing multiple classes of shares enables an investment company to offer
shares more effectively to institutional and retirement accounts. Second, the
Board asked the Committee to consider terms of the

B-1
<PAGE>

new contracts. By the end of 1993, proposed contract terms were deemed
sufficiently complete to be considered and evaluated by all independent members
of the Board. Third, the members of the Board approved the filing of an
application with the SEC for the necessary authority to offer multiple classes
of shares. An order approving the application was granted on March 16, 1994.
Fourth, the Board authorized the Fund to seek a private letter ruling from the
Internal Revenue Service to assure the plan to offer multiple classes of shares
would not create any tax problems for the Fund or its shareholders. Multiple
classes of shares will be issued only if that assurance is provided. If the
private letter ruling has not yet been issued at the time the Fund intends to
implement multiple classes of shares, the Fund may rely on an opinion of tax
counsel.

In February, the independent members of the Board began an evaluation of the
plan and the proposed contracts against two standards: first, they had to offer
important benefits both to the Fund and its shareholders and, second, they had
to be fair to the Fund and its shareholders. In the course of this evaluation,
independent members met with representatives of American Express, the parent
company of IDS, and IDS to discuss the business plans of both companies. Also,
they reviewed the changes taking place in the money management industry with
noted research analysts and industry executives. And, they considered the
benefits existing shareholders derive from continued growth of the Fund and
tested the fairness of contract terms by employing the services of consultants
considered experts in their fields.

Independent members of the Board also reviewed five performance reports
prepared by IDS and an extensive review of those reports by Price Waterhouse, a
service it has provided the Fund in each of the past 13 years. The five reports,
prepared for the Fund each year by IDS, cover investment performance,
shareholder services, compliance, sales and marketing, and IDS' profitability
from its relationships with all funds in the GROUP. In addition, they considered
information provided by IDS in response to questions asked by the independent
members and the Fund's staff and from various periodic reports given to the
Board or to committees of the Board.

CURRENT INVESTMENT MANAGEMENT AND SERVICES AGREEMENT. Currently, IDS
provides investment advice and administrative services to the Fund under an
Investment Management and Services Agreement (the "IMS Agreement") which was
last approved by shareholders on November 13, 1991. At that time, shareholders
approved a change in the rate of the fee payable to IDS, a new performance
incentive adjustment, a change in the language pertaining to payment of
expenses, and the elimination of the contractual provisions applicable to
services provided as transfer agent and dividend-disbursing agent. The Fund and
IDS then entered into a separate Transfer Agent Agreement (the "TA Agreement").

The fee paid to IDS for its services under the IMS Agreement is based on
three components. The first component of the fee, a group asset charge, is

B-2
<PAGE>

based on a graduated scale applied to the net assets of all the funds, except
the money-market funds, in the GROUP. The scale begins at 0.46% of net assets
for the first $5 billion and declines for each additional $5 billion until a fee
of 0.32% is paid for net assets exceeding $50 billion. The second component, an
individual asset charge, is a fixed fee of 0.46% of the net assets of the Fund
itself. The complete group asset charge schedule and net assets for all funds in
the GROUP appear under the caption "Certain Information Concerning IDS" which
follows later in this proxy statement.

The third component of the fee is the performance incentive adjustment. It
is computed by measuring the percentage difference over a rolling 12-month
period between the performance of one capital share of the Fund and the change
in the Lipper International Fund Index. One percentage point is subtracted from
the calculation to help assure that incentive adjustments are attributable to
IDS' investment decisions rather than random fluctuations. The maximum
adjustment for a year is 0.12% of assets.

The Fund pays its taxes, brokerage commissions and nonadvisory expenses,
which include custodian fees; audit and certain legal fees; fidelity bond
premiums; registration fees for shares; office expenses of the Fund; consultant
fees; compensation of Board members, officers and employees (except anyone who
is also an officer, director or employee of IDS or its affiliates); corporate
filing fees; a portion of the Investment Company Institute dues; organizational
expenses; expenses incurred in connection with lending portfolio securities; and
other expenses properly payable by the Fund, approved by the Board.

If, at the end of any month, the fees payable by the Fund under the IMS
Agreement and its nonadvisory expenses exceed the most restrictive applicable
state expense limitation -- which at the current time is 2.5% of the first $30
million of the average daily net assets, 2% of the next $70 million and 1.5% of
average daily net assets over $100 million on an annual basis -- IDS will assume
all expenses in excess of the limit. IDS then may bill the Fund for those
expenses in subsequent months up to the end of that fiscal year, but not after
that date.

PROPOSED INVESTMENT MANAGEMENT SERVICES AGREEMENT. The proposed agreement
is the same as the current IMS Agreement except that: (a) the fee is based
solely on the assets of the Fund, not on assets of the GROUP and on the unique
characteristics of the Fund, including the Fund's use of the services provided
by IDS in the areas of investment research, portfolio management and investment
services and (b) in order to facilitate the implementation of a master/feeder
structure in the future, certain provisions relating to administration and
accounting services have been eliminated. IDS will continue to provide those
administration and accounting services under a separate Administrative Services
Agreement (the "Admin

B-3
<PAGE>

Agreement"). A copy of the proposed IMS Agreement reflecting these changes is
set forth as Exhibit A. The proposed fees under the IMS Agreement are shown
below:

PROPOSED FEES

<TABLE>
<CAPTION>
Assets Annual Rate At
(Billions) Each Asset Level
----------- ----------------
<S> <C>
First $0.25 0.800%
Next $0.25 0.775
Next $0.25 0.750
Next $0.25 0.725
Next $1 0.700
Over $2 0.675
</TABLE>

Subject to approval by the SEC, the performance incentive adjustment will be
calculated based on the net asset value of Class A shares.

On July 31, 1994, the Fund's net assets were approximately $0.7 billion; for
1993, approximately $0.3 billion; and for 1992, approximately $0.2 billion.
Based on the current net assets in the GROUP, the effective rate paid by the
Fund under the current IMS Agreement is 0.85% and under the proposed IMS
Agreement is 0.78%.

The Board's independent members based their evaluation of the proposed IMS
Agreement on a number of factors. The IDS annual report on investment
performance describes the total return of each of the funds in the GROUP;
reviews IDS' organizational structure and the performance of the portfolio
managers; and provides other information about IDS' qualifications to serve as
investment adviser. Periodic reports to committees of the Board reflect the
ability of IDS to actually carry out the duties of administrator which include,
among other things, pricing portfolios, maintaining accurate accounting records,
issuing timely financial and tax reports, and complying with federal and state
requirements. Terms of the proposed contract, especially the graduated fee scale
and the types of expenses paid by the Fund, were compared to those of other
investment companies deemed by a respected, independent industry authority most
comparable to the Fund. The independent members concluded that IDS has the
qualifications needed to serve the Fund as investment adviser under the IMS
Agreement. Overall the funds in the GROUP have benefited from IDS' accurate and
timely recordkeeping and, as a GROUP, a majority of funds have been consistently
in the second quartile of their competitive groupings.

NEW CONTRACTS TO BE APPROVED BY THE BOARD.__If shareholders approve the
proposed IMS Agreement, the Board will approve a 12b-1 plan and new contracts
necessary for issuing multiple classes of shares. The Fund intends to offer
shares with a front-end sales charge and a service fee (Class A), a rear-end
sales charge, service fee and 12b-1 fee (Class B) and, for certain institutional

B-4
<PAGE>

retirement and fixed fee accounts, no sales charge or service fee (Class Y). At
the time multiple classes are implemented, IDS, as sole shareholder of Class B
and Class Y shares, will approve the 12b-1 plan for Class B and the IMS
Agreement for Class B and Class Y. The 12b-1 plan and the contracts are
discussed below. The shares you currently own will become Class A shares.

- SHAREHOLDER SERVICES.__IDS now provides shareholder services under a plan
and supplemental agreement of distribution. Because distribution services are
included, it is considered a 12b-1 plan (so called because it is authorized
under Rule 12b-1, a regulation issued under the Investment Company Act of 1940,
the "1940 Act"). The Fund currently pays a fee determined by multiplying all the
active shareholder accounts by $6. The fee is intended to help IDS defray that
portion of its distribution costs not covered by the sales charges, further
costs incurred in maintaining and improving shareholder services and in
financing the sale of shares. The fee paid to IDS in 1993 under this plan was
equal to 0.11% of net assets.

The proposed contract for shareholder services does not cover any
distribution costs and is not a 12b-1 plan. The Fund will pay 0.15% of net
assets of accounts holding Class A or Class B shares directly for the benefit of
planners and servicing agents for the services they provide shareholders. The
Fund also will pay IDS 0.025% for use in monitoring those services and providing
additional training and support to planners and servicing agents to assure the
Fund shareholders receive good service. The services provided are designed to
help shareholders consider thoughtfully their investment goals and monitor the
progress they are making in achieving those goals. The Fund will pay the service
fee only with respect to net assets of accounts actually serviced by an IDS
planner or other servicing agents. The fee will not be used to finance the sale
of shares.

In evaluating the proposed contract, the independent members of the Board
considered both the general use of such fees in the industry and the proposed
level in relation to the services provided and similar fees charged by others.
They concluded the services contemplated will provide important benefits to
shareholders and that the terms of the proposed contract are fair both to the
Fund and its shareholders. Accordingly, the Board will approve the contract for
shareholder services if shareholders approve the proposed IMS Agreement.

- 12B-1 PLAN. IDS Financial Services Inc. ("IDSFS"), as exclusive
underwriter for the Fund, has agreed to offer multiple classes of shares for the
Fund. IDSFS will incur substantial costs on the date Class B shares (those
shares that do not pay a sales charge at the time of purchase) are sold. IDSFS
is repaid those costs by the Fund over several years out of the assets of Class
B shares.

The 12b-1 plan applies only to Class B shares. Under the plan, the Fund will
pay IDSFS 0.75% of the assets of that class each year to cover the sales costs
IDSFS incurs. After eight years, Class B shares will be converted to Class A
shares. Class B shares redeemed before being converted to Class A

B-5
<PAGE>

shares will be assessed a contingent deferred sales charge designed to
approximate the sales charge that would have been paid had the shares been held
for eight years. The sales charges for Class A and Class B shares are structured
so that investors will have approximately the same total returns at the end of
eight years regardless of which class is chosen.

The independent members concluded that the proposed contract should
contribute to positive cash flows, growing asset size, and services of enhanced
scope and quality that can be provided by a growing and profitable investment
manager and distributor. The ability to offer multiple classes of shares should
help IDS develop new markets for the Fund in light of current trends in the
investment market. The members of the Board have approved the adoption of the
multiple class structure believing that it serves the best interest of the Fund
and its shareholders. Accordingly, if the shareholders approve the proposed IMS
Agreement, a new 12b-1 plan will be approved. Any changes in the 12b-1 plan will
require the approval of the Class B shareholders, if and when shares of that
class are sold.

- ADMIN AGREEMENT. Currently, administration and accounting services are
included in the current IMS Agreement. Going forward it is proposed to cover
those services in a separate agreement. The fees under the proposed Admin
Agreement are as follows:

<TABLE>
<CAPTION>
Assets Annual Rate At
(Billions) Each Asset Level
----------- ----------------
<S> <C>
First $0.25 0.060%
Next $0.25 0.055
Next $0.25 0.050
Next $0.25 0.045
Next $1 0.040
Over $2 0.035
</TABLE>

If shareholders approve the IMS Agreement, the Board will approve a new
Admin Agreement. In subsequent years, the Board could consider changing the fees
under the Admin Agreement without shareholder approval.

- TRANSFER AGENT SERVICES. The Board reviewed the annual report provided by
IDS with respect to the scope and quality of the services it provides
shareholders as transfer agent. The report describes the standards by which IDS
measures the quality of transfer agent services and assesses how well it has met
those standards. The report describes the types of services IDS offers
(including providing shareholders with an average cost basis of their
investments in the Fund made over time) and compares them to the services
offered by others.

Under the proposed TA Agreement, the fee for the current class of
shareholders will not change. IDS will be paid a fee by the Fund for these
services out of the assets of Class A shares determined by multiplying the
number of Class A shareholder accounts by $15 and, from the assets of

B-6
<PAGE>

Class B shares, by multiplying the number of Class B accounts by $16 and, from
the assets of Class Y shares, by multiplying the number of Class Y accounts by
$15. The members of the Board will approve the proposed TA Agreement if
shareholders approve the proposed IMS Agreement. The TA Agreement is reviewed
annually. It may be changed at any time by agreement between IDS and the Fund.

- DISTRIBUTION. The distribution contract between IDSFS and the Fund
provides that IDSFS has the exclusive right to act as principal underwriter for
the Fund. The contract will be modified to reflect the changes that result from
implementation of the multiple class structure.

- BROKERAGE. The Fund executes some portfolio transactions through American
Enterprise Investment Services Inc., a wholly owned subsidiary of IDS, at
advantageous rates. Executions of the Fund's remaining portfolio transactions
are through other brokerage firms at competitive rates which enable IDS to
receive services, such as market research, that benefit the Fund.

- CUSTODIAN. IDS Trust Company serves as custodian for the assets of the
Fund. The contract is reviewed annually to determine that IDS Trust Company
provides required custodial services at least equal in scope and quality to
those provided by others at rates that are fair and reasonable in light of the
usual and customary charges made by others.

CURRENT AND PRO FORMA DATA. For the last fiscal year, fees and expenses the
Fund actually paid as well as fees and expenses the Fund would have paid if the
proposed IMS Agreement, proposed Admin Agreement, proposed shareholder service
agreement and proposed TA Agreement had been in effect are shown below:

FUND EXPENSES
(AS A PERCENT OF AVERAGE DAILY NET ASSETS)

<TABLE>
<CAPTION>
Pro Forma
Actual Class A*
------ ---------
<S> <C> <C>
Annual Operating Expenses
IMS Agreement 0.85% 0.80%
12b-1 Plan 0.11 --
Other Expenses 0.51 0.71
Total Fund Operating Expenses 1.47 1.51
<FN>
*The figures for Class A include a small percentage of shares that will be moved
into Class Y.
</TABLE>

EXAMPLE: Suppose for each year for the next 10 years, pro forma fund
expenses are as above and annual return is 5%. If you sold your shares at the
end of the following years, for each $1,000 invested, you would pay total
expenses of:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
- ------ ------- ------- --------
<S> <C> <C> <C>
$65 $95 $128 $222
</TABLE>

B-7
<PAGE>

If the proposed IMS Agreement had been in effect, in the last fiscal year
the Fund would have paid $2,289,874 to IDS under that agreement, a decrease of
6.6%.

For the last fiscal year, IDS received $2,450,648 from the Fund under the
IMS Agreement, $316,971 under the 12b-1 Plan and $789,361 under the TA
Agreement. In addition, IDSFS, a wholly owned subsidiary of IDS, received
$3,383,685 in sales charges from sales of shares of the Fund.

BASIS OF RECOMMENDATION BY THE BOARD ON THE PROPOSED IMS AGREEMENT. In
reaching its recommendation to shareholders, the members of the Board considered
the scope and quality of all services IDS has provided and expects to provide
under the proposed contracts. They considered IDS' present distribution
strategies, its past success and its willingness to invest additional resources
in developing new markets for the Fund. They noted IDS' commitment to compliance
with all applicable laws and regulations and the benefits IDS receives from its
relationships with the Fund. The members considered IDS' investment performance;
the Fund's expense ratio; the profitability IDS realizes from its investment
company operations; and the trend of IDS profitability from fund operations as
well as that of other investment managers. The members of the Board concluded
the services provided, measured in both scope and quality, have been above
average in the industry; investment performance for funds in the GROUP in most
years has been consistent and generally a majority of the funds perform above
the median of a group of their competitive funds; expense ratios remain in line
with other funds; and IDS' profitability is not unreasonable. Based on its
conclusions, the members of the Board have approved the proposed IMS Agreement
and recommend unanimously that the shareholders approve it.

On May 12, 1994, at a meeting called for the purpose of considering the
proposed IMS Agreement, the independent members first and then the Board as a
whole, by vote, cast in person, approved the terms of the proposed IMS
Agreement. After the second year, the proposed IMS Agreement will continue from
year to year provided continuance is approved at least annually by the Board.
The proposed IMS Agreement may be terminated without penalty either by the
Board, by IDS or by a vote of a majority of the outstanding shares of the Fund.

RECOMMENDATION AND VOTE REQUIRED.__The Board recommends that shareholders
approve the proposed IMS Agreement. Approval requires the affirmative vote of
the majority of the outstanding shares of the Fund which the 1940 Act defines as
67% or more of the shares represented at the meeting held to consider the issue
if more than 50% are represented or more than 50% of the shares entitled to
vote, whichever is less.

B-8
<PAGE>

(4)_APPROVE OR DISAPPROVE A NEW INVESTMENT POLICY
TO PERMIT THE FUND TO INVEST ALL
OF ITS ASSETS IN AN INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVES,
POLICIES AND RESTRICTIONS AS THE FUND

As discussed in Proposal 3 above, at some future time the Board may
determine that it is in the best interests of the Fund and its shareholders to
create what is known as a master/feeder fund structure. Such a structure allows
several investment companies and other investment groups, including pensions
plans and trust accounts, to have their investment portfolios managed as a
combined pool called the master fund. The purpose of the structure is to achieve
operational efficiencies.

Currently, the Fund's investment policies, including those pertaining to
investing all of its assets in one company, would prohibit the master/feeder
structure. The Board recommends that shareholders adopt the following investment
policy: "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."

Adoption of this policy will permit the Fund to invest its assets in a
master fund, without any additional vote of shareholders. The Fund's operations
and shareholder services will not be affected. Even though the assets are
invested in securities of the master fund, you will continue to receive
information about the underlying investments the same as you now receive in your
annual and semi-annual reports. Fees and expenses are not expected to increase
as a result of that change.

RECOMMENDATION AND VOTE REQUIRED. The Board recommends that shareholders
approve the new investment policy. Approval requires the affirmative vote of 67%
or more of the shares represented at the meeting if more than 50% are
represented or more than 50% of the shares entitled to vote, whichever is less.
If the change is not approved, the Fund will continue to operate in the same
fashion as it is now operating.

(5) APPROVE OR REJECT CHANGES TO FUNDAMENTAL POLICIES

The Fund has a number of investment policies that can be changed only with
approval of shareholders. These policies are referred to as "fundamental"
policies. Policies that can be changed by the Board are called "non-
fundamental". The Board recommends changing the fundamental policies described
below. These policies were established a number of years ago. New investment
strategies and new investment instruments continue to be created and developed.
If the policies are changed to non-fundamental or revised, the Fund will have
the flexibility to use those strategies and instruments

B-9
<PAGE>

promptly without incurring the cost of shareholder meetings. Some policies were
established to conform to the requirements of federal or state law that existed
at the time. These policies do not need to be fundamental under those laws and,
if changed to non-fundamental, the Board could react to changes in the laws.

A.__PERMIT THE FUND TO BUY ON MARGIN OR SELL SHORT TO THE EXTENT PERMITTED
BY THE BOARD. Currently, the Fund is prohibited from buying on margin or
selling short. Buying on margin is borrowing money to buy securities and selling
short is selling securities the Fund does not own. Both strategies are cash
market transactions that create leverage but are appropriate if properly used.
Leveraging occurs when the market value of an investment changes significantly
more than the amount of cash invested. Currently, the Fund can implement similar
strategies to buying on margin or selling short. Depending on market conditions,
however, it may be preferable to use these strategies. The Fund would use these
strategies only to the extent consistent with its goal and in a conservative
fashion. If the policies pertaining to use of margin and short-selling are
non-fundamental, as market conditions change, the Board can consider requests of
the portfolio manager to employ investment strategies using these techniques.

B.__PERMIT THE FUND TO PLEDGE ASSETS AS COLLATERAL TO THE EXTENT PERMITTED
BY THE BOARD. The Fund is prohibited from pledging more than 15% of its total
assets as collateral for loans or other purposes. If the policy is changed to
non-fundamental, when appropriate, the Board would be able to raise or lower the
maximum percentage in order to implement investment strategies or to meet other
possible needs.

C.__PERMIT THE BOARD TO CHANGE THE LIMIT ON INVESTMENTS IN ISSUERS WITH LESS
THAN THREE YEARS OF OPERATING HISTORY. The Fund may not invest more than 5% of
its total assets in companies that have less than three years of operating
history. This percentage currently is set by a state law which may change in the
future. If the policy is made non-fundamental and the state changes its law, the
Board could take such action as appropriate.

D.__PERMIT THE BOARD TO ESTABLISH POLICIES WHEN THE FUND COULD MAKE AN
INVESTMENT FOR THE PURPOSE OF EXERCISING CONTROL OR MANAGING THE COMPANY. The
Fund is prohibited from making investments to control or manage a company. While
it is not the intent of the Fund to control or manage a company and it generally
is precluded from doing so by various laws, from time to time one of its
investments may experience financial difficulties. It may be in the interest of
the Fund to make an additional investment while at the same time asserting some
influence regarding management.

E. PERMIT THE BOARD TO ESTABLISH POLICIES FOR INVESTING IN OIL, GAS OR
OTHER MINERAL EXPLORATION OR DEVELOPMENT PROGRAMS. Currently, a state law
limits investments by the Fund in oil, gas or other mineral exploration or
development programs. Should the law change, the Board could establish
appropriate guidelines.

B-10
<PAGE>

F.__REVISE THE FUNDAMENTAL POLICY ON MAKING LOANS. Currently, the Fund has
a fundamental policy prohibiting it from making cash loans. It is proposed to
revise the policy to state that "THE FUND WILL NOT MAKE CASH LOANS, IF THE TOTAL
COMMITMENT AMOUNT EXCEEDS 5% OF THE FUND'S TOTAL ASSETS." In certain
circumstances the Fund may make investments, such as purchasing short-term debt
instruments from banks, that may be considered cash loans. The Fund will not
make loans to affiliated companies or to any individual.

G/H.__REVISE THE FUNDAMENTAL POLICY ON INVESTING IN REAL ESTATE AND
COMMODITIES. Currently, the Fund has a fundamental policy that states that the
Fund will not buy or sell real estate, commodities or commodity contracts,
except the Fund may enter into stock index futures contracts. It is proposed to
separate the policy into two parts.

G.__REAL ESTATE. The real estate policy will be revised as follows: THE
FUND WILL NOT 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. The Fund does not expect to
hold real estate directly. However, it may invest in securities issued or
guaranteed by companies engaged in acquiring, constructing, financing,
developing or operating real estate projects, including real estate investment
trusts (REITs).

H.__COMMODITIES. The commodities policy will be changed to read as follows:
THE FUND WILL NOT 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. The proposed limitation would clarify that the Fund may
invest without limit in securities or other instruments backed by, or whose
value is derived from, physical commodities.

RECOMMENDATION AND VOTE REQUIRED. The Board recommends that shareholders
approve the proposed changes in the Fund's fundamental policies. Approval
requires the affirmative vote of 67% or more of the shares represented at the
meeting if more than 50% are represented or more than 50% of the shares entitled
to vote, whichever is less. If the changes are not approved, the Fund will
continue to operate in accordance with its current investment policies.

B-11
<PAGE>

EXHIBIT C

MANAGEMENT'S DISCUSSION
INTERNATIONAL FUND
FOR THE FISCAL YEAR ENDED OCT. 31, 1993

FROM THE PORTFOLIO MANAGEMENT TEAM

The past 12 months was an excellent period for international investors and
an encouraging turnabout from the poor performance of foreign markets in the
previous year. Of the 22 markets we monitor, all finished in positive territory.
As a group, Southeast Asia led the advance, with Malaysia, Singapore and Hong
Kong turning in exceptional gains that ranged up to 77%.

Prior to this year's upsurge, most markets were depressed by weak economies
and poor corporate profit expectations. The exceptions were the United States,
whose economy showed signs of improvement, and Southeast Asia, where economies
continued to exhibit substantial strength.

JAPAN STRONG

On a country basis, our greatest exposure during the year was to Japan.
Although the Japanese market's gain was average when compared to the dramatic
gains experienced in other markets on a worldwide basis, a surge in the value of
the yen (the local currency) provided U.S. investors with the best total return
of all major markets. (Appreciating foreign currencies automatically benefit
U.S. investors because gains in foreign markets are inflated when translated
into U.S. dollars.) Our next-largest portfolio percentages were in the United
Kingdom and France, respectively. Those markets rose less than some others, but
still gave us double-digit gains despite being tempered by, in this case,
depreciating local currencies. As a group, the countries of Southeast Asia
comprised a healthy complement in the portfolio and provided an extra
performance boost.

The most notable portfolio change took place last spring, when we shifted
some assets out of Japan and into Europe to take advantage of the effects of an
expected interest rate decline in Europe. The strategy was successful, as
falling rates led to rising European stock markets. Near the end of the fiscal
year, we partially reversed the process, thereby increasing our exposure to
Japan, where stock prices had come down to levels that made buying stocks there
more attractive.

SIMILAR SCENARIO

Although the economies in Japan and continental Europe currently show little
sign of rapid revival, the outlook has brightened from some months ago. Thanks
to a lack of inflationary pressures, interest rates outside the United States
should move lower in the months ahead. This should allow

C-1
<PAGE>

many foreign economies to climb out of recession, thereby boosting corporate
profits. In addition, lower rates should prompt investors to move more money
from low-yielding cash deposits into their local stock markets, similar to what
has happened in U.S. markets.

The largest percentage of portfolio assets remains in Japan, where we think
the economy is on the verge of improvement. The European economies may take
longer to recover, and we may reduce our exposure there in favor of Japan for
the short-term. The economies and stock markets in Southeast Asia continue to
show outstanding growth. Our only concern there is that stock prices may reach
unjustifiable levels, which could cause some retreat in the markets. In sum, we
remain optimistic about most global markets, assuming the economies respond
positively during 1994.

Peter Lamaison

C-2
<PAGE>

YOUR FUND'S LONG-TERM PERFORMANCE

INTERNATIONAL FUND

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
IDS International Lipper International
Fund Index Morgan Stanley World Index
<S> <C> <C> <C>
84 9,500 10,000 10,000
85 12,450 13,253 12,626
86 19,082 20,230 17,747
87 20,022 21,763 21,708
88 23,537 26,412 25,881
89 25,317 30,845 29,380
90 27,114 31,965 26,612
91 28,823 34,665 30,748
92 26,991 33,119 29,315
93 34,887 44,484 36,383
</TABLE>

If you invested $10,000 in International Fund and held the fund until Oct.
31, 1993, reinvesting all dividends, your investment would have grown to
$34,877. On the chart above you can see how the fund's total return compared to
two widely cited performance indexes, the Morgan Stanley World Index and the
Lipper International Fund Index. In comparing International Fund to the two
indexes, you should take account of the fact that the fund's performance
reflects the maximum sales charge of 5%, while no such charges are reflected in
the performance of the indexes. If you were actually to buy either individual
stocks or growth mutual funds, any sales charges that you pay would reduce your
total return as well.

AVERAGE ANNUAL TOTAL RETURN
(AS OF OCT. 31, 1993)

<TABLE>
<CAPTION>
Since
1 year 5 years inception*
- ----------- --------- -----------
<S> <C> <C>
+22.76% +7.08% +14.87%
<FN>
*Period from Nov. 15, 1984 to Oct. 31, 1993.
</TABLE>

Your investment and return value fluctuate so that your shares, when
redeemed, may be worth more or less than the original cost. Figures include the
effect of the 5% sales charge. Past performance is no guarantee of future
results.

C-3
<PAGE>

Assumes:

- Holding period from 12/1/84 to 10/31/93.

- Returns do not reflect taxes payable on distributions.

- Also see "Performance" in the fund's current prospectus.

- Reinvestment of all income and capital gain distributions for the fund,
with a value of $15,743.

The Morgan Stanley World Index (World), compiled from a composite of over
1,500 companies listed on the stock exchanges of North America, Europe,
Australia, New Zealand and the Far East, is widely recognized by investors in
foreign markets as a measurement index.

Lipper International Fund Index, published by Lipper Analytical Services,
Inc., includes 10 funds that are generally similar to the fund, although some
funds in the index may have somewhat different investment policies or
objectives.

C-4
<PAGE>

MANAGEMENT'S DISCUSSION
WORLDWIDE GROWTH FUND
FOR THE FISCAL YEAR ENDED MAR. 31, 1994

FROM THE PORTFOLIO MANAGERS

Strong performances by several foreign markets set the stage for a
substantial gain by the fund during its fiscal year. Among the leaders were two
"emerging" markets, Hong Kong and Mexico, which were up 24% and 22%,
respectively. There also were solid returns from mature markets, including
Switzerland, up 16%, and Australia, up 15%. The only disappointment was Japan,
which was virtually unchanged for the period.

During the fiscal year, we made several modifications to the fund. Early on,
we increased our exposure to Southeast Asian markets, a move that proved
profitable given their subsequent gains. We funded some of those purchases by
selling stock in Japan, which was buffeted by a weak economy, currency
fluctuations and political uncertainty. Still, by period-end we had 28% of the
fund's assets in that country -- a reflection of our belief that the Japanese
economy is on the verge of recovery.

Late in the period, Japan became one of the better-performing world markets.
In Europe, we maintained a healthy (18%) exposure to stocks in the United
Kingdom, where we expect the economy to keep improving. We cut back our holdings
in France, however, based on the belief that interest rates will not decline
sufficiently to fuel greater economic growth.

Beyond those changes, we initiated investment in Mexico, whose economy
should benefit from the North American Free Trade Agreement. Lastly, we added
more holdings in Australia, where we expect an increasing demand for commodities
to provide an economic boost.

Paul Hopkins

Peter Lamaison

C-5
<PAGE>

YOUR FUND'S LONG-TERM PERFORMANCE

WORLDWIDE GROWTH FUND

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
Lipper International Morgan Stanley Capital International World
Worldwide Growth Fund Index Index
<S> <C> <C> <C>
11/1/90 10,000 10,000 10,000
3/31/91 10,570 10,363 11,056
3/31/92 10,309 10,808 11,015
3/31/93 10,850 11,415 12,466
3/31/94 12,920 14,635 14,199
</TABLE>

AVERAGE ANNUAL TOTAL RETURN
(AS OF MAR. 31, 1994)

<TABLE>
<CAPTION>
Since
1 year 5 years 4/1/87
<S> <C> <C>
+15.1% +4.3% +1.2%
</TABLE>

On the chart above you can see how the fund's total return compared to two
widely cited performance indexes, the World Index and the Lipper International
Fund Index.

In comparing Strategy-Worldwide Growth Fund to the two indexes, you should
take into account the fact that the fund's performance reflects the appropriate
deferred sales charge, while such charges are not reflected in the performance
of the indexes. If you were actually to buy either individual stocks or growth
mutual funds, any sales charges that you pay would reduce your total return as
well.

Your investment and return value fluctuate so that your shares, when
redeemed, may be worth more or less than the original cost. This was a period of
widely fluctuating security prices. Past performance is no guarantee of future
results.

*The 1 and 5 year total return numbers reflect payment of the applicable
deferred sales charges.

C-6
<PAGE>

**On Oct. 10, 1990, a change was implemented in the fund's investment policies
to permit investments in Europe and other parts of the world. Also, the fund's
name was changed from Pan Pacific Growth to Worldwide Growth Fund.

C-7
<PAGE>

Assumes:

- Holding period from 11/1/90 to 3/31/94.

- Returns do not reflect taxes payable on distributions.

- Also see "Performance" in the fund's current prospectus.

- Reinvestment of all income and capital gain distributions for the fund,
with a value of $66.

The Morgan Stanley Capital International World Index (World Index), compiled
from a composite of over 1,500 companies listed on the stock exchanges of North
America, Europe, Australia, New Zealand and the Far East, is widely recognized
by investors as the measurement index for portfolios of global securities.

Lipper International Fund Index, published by Lipper Analytical Services,
Inc. includes 10 funds that are generally similar to the fund, although some
funds in the index may have somewhat different investment policies or
objectives.

C-8
<PAGE>

EXHIBIT D

MINNESOTA BUSINESS CORPORATION ACT
SECTIONS 302A.471 AND 302A.473

Minnesota law requires that we provide you with a copy of the state law on
dissenters' rights. Notwithstanding the provisions of the law set out below, the
Division of Investment Management of the SEC has taken the position that
adherence to state appraisal procedures by a registered investment company such
as the Corporation would be a violation of Rule 22c-1 under the 1940 Act. As a
result, if any shareholder elects to exercise dissenters' rights under Minnesota
law, the Corporation intends to submit this question to a court of competent
jurisdiction. In that event, a dissenting shareholder would not receive any
payment until the end of the court proceeding.

302A 471.__RIGHTS OF DISSENTING SHAREHOLDERS

SUBDIVISION 1.__ACTIONS CREATING RIGHTS.__A shareholder of a corporation may
dissent from, and obtain payment for the fair value of the shareholder's shares
in the event of, any of the following corporate actions:

(a)_An amendment of the articles that materially and adversely affects the
rights or preferences of the shares of the dissenting shareholder in that it:

(1)_alters or abolishes a preferential right of the shares;

(2)_creates, alters, or abolishes a right in respect of the redemption
of the shares, including a provision respecting a sinking fund for the
redemption or repurchase of the shares;

(3)_alters or abolishes a preemptive right of the holder of the shares
to acquire shares, securities other than shares, or rights to purchase
shares or securities other than shares;

(4)_excludes or limits the right of a shareholder to vote on a matter,
or to cumulate votes, except as the right may be excluded or limited through
the authorization or issuance of securities of an existing or new class or
series with similar or different voting rights; except that an amendment to
the articles of an issuing public corporation that provides that section
302A.671 does not apply to a control share acquisition does not give rise to
the right to obtain payment under this section;

(b)_A sale, lease, transfer, or other disposition of all or substantially
all of the property and assets of the corporation not made in the usual or
regular course of its business, but not including a disposition in dissolution
described in section 302A.725, subdivision 2, or a disposition pursuant to an
order of a court, or a disposition for cash on terms requiring that all or
substantially all of the net proceeds of disposition be distributed to the
shareholders in accordance with their respective interests within one year after
the date of disposition;

(c)_A plan of merger, whether under this chapter or under chapter 322B, to
which the corporation is a party, except as provided in subdivision 3;

D-1
<PAGE>

(d)_A plan of exchange, whether under this chapter or under chapter 322B, to
which the corporation is a party as the corporation whose shares will be
acquired by the acquiring corporation, if the shares of the shareholder are
entitled to be voted on the plan; or

(e)_Any other corporate action taken pursuant to a shareholder vote with
respect to which the articles, the bylaws, or a resolution approved by the board
directs that dissenting shareholders may obtain payment for their shares.

SUBDIVISION 2.__BENEFICIAL OWNERS.__(a)_A shareholder shall not assert
dissenters' rights as to less than all of the shares registered in the name of
the shareholder, unless the shareholder dissents with respect to all the shares
that are beneficially owned by another person but registered in the name of the
shareholder and discloses the name and address of each beneficial owner on whose
behalf the shareholder dissents. In that event, the rights of the dissenter
shall be determined as if the shares as to which the shareholder has dissented
and the other shares were registered in the names of different shareholders.

(b)_The beneficial owner of shares who is not the shareholder may assert
dissenters' rights with respect to shares held on behalf of the beneficial
owner, and shall be treated as a dissenting shareholder under the terms of this
section and section 302A.473, if the beneficial owner submits to the corporation
at the time of or before the assertion of the rights a written consent of the
shareholder.

SUBDIVISION 3.__RIGHTS NOT TO APPLY.__Unless the articles, the bylaws, or a
resolution approved by the board otherwise provide, the right to obtain payment
under this section does not apply to a shareholder of the surviving corporation
in a merger, if the shares of the shareholder are not entitled to be voted on
the merger.

SUBDIVISION 4.__OTHER RIGHTS.__The shareholders of a corporation who have a
right under this section to obtain payment for their shares do not have a right
at law or in equity to have a corporate action described in subdivision 1 set
aside or rescinded, except when the corporate action is fraudulent with regard
to the complaining shareholder or the corporation.

302A.473.__PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS

SUBDIVISION 1.__DEFINITIONS.__(a) For purposes of this section, the terms
defined in this subdivision have the meanings given them.

(b)_"Corporation" means the issuer of the shares held by a dissenter before
the corporate action referred to in section 302A.471, subdivision 1 or the
successor by merger of that issuer.

(c)_"Fair value of the shares" means the value of the shares of a
corporation immediately before the effect date of the corporate action referred
to in section 302A.471, subdivision 1.

D-2
<PAGE>

(d)_"Interest" means interest commencing five days after the effective date
of the corporate action referred to in section 302A.471, subdivision 1, up to
and including the date of payment, calculated at the rate provided in section
549.09 for interest on verdicts and judgments.

SUBDIVISION 2.__NOTICE OF ACTION.__If a corporation calls a shareholder
meeting at which any action described in section 302A.471, subdivision 1 is to
be voted upon, the notice of the meeting shall inform each shareholder of the
right to dissent and shall include a copy of section 302A.471 and this section
and a brief description of the procedure to be followed under these sections.

SUBDIVISION 3.__NOTICE OF DISSENT.__If the proposed action must be approved
by the shareholders, a shareholder who wishes to exercise dissenters' rights
must file with the corporation before the vote on the proposed action a written
notice of intent to demand the fair value of the shares owned by the shareholder
and must not vote the shares in favor of the proposed action.

SUBDIVISION 4.__NOTICE OF PROCEDURE; DEPOSIT OF SHARES.__(a) After the
proposed action has been approved by the board and, if necessary, the
shareholders, the corporation shall send to all shareholders who have complied
with subdivision 3 and to all shareholders entitled to dissent if no shareholder
vote was required, a notice that contains:

(1)_The address to which a demand for payment and certificates of
certificated shares must be sent in order to obtain payment and the date by
which they must be received;

(2)_Any restrictions on transfer of uncertificated shares that will
apply after the demand for payment is received;

(3)_A form to be used to certify the date on which the shareholder, or
the beneficial owner on whose behalf the shareholder dissents, acquired the
shares or an interest in them and to demand payment; and

(4)_A copy of section 302A.471 and this section and a brief description
of the procedures to be followed under these sections.

(b)_In order to receive the fair value of the shares, a dissenting
shareholder must demand payment and deposit certificated shares or comply with
any restrictions on transfer of uncertificated shares within 30 days after the
notice required by paragraph (a) was given, but the dissenter retains all other
rights of a shareholder until the proposed action takes effect.

SUBDIVISION 5.__PAYMENT; RETURN OF SHARES.__(a) After the corporate action
takes effect, or after the corporation receives a valid demand for payment,
whichever is later, the corporation shall remit to each dissenting

D-3
<PAGE>

shareholder who has complied with subdivisions 3 and 4 the amount the
corporation estimates to be the fair value of the shares, plus interest,
accompanied by:

(1)_The corporation's closing balance sheet and statement of income for
a fiscal year ending not more than 16 months before the effective date of
the corporate action, together with the latest available interim financial
statements;

(2)_An estimate by the corporation of the fair value of the shares and a
brief description of the method used to reach the estimate; and

(3)_A copy of section 302A.471 and this section, and a brief description
of the procedure to be followed in demanding supplemental payment.

(b)_The corporation may withhold the remittance described in paragraph (a)
from a person who was not a shareholder on the date the action dissented from
was first announced to the public or who is dissenting on behalf of a person who
was not a beneficial owner on that date. If the dissenter has complied with
subdivisions 3 and 4, the corporation shall forward to the dissenter the
materials described in paragraph (a), a statement of the reason for withholding
the remittance, and an offer to pay to the dissenter the amount listed in the
materials if the dissenter agrees to accept that amount in full satisfaction.
The dissenter may decline the offer and demand payment under subdivision 6.
Failure to do so entitles the dissenter only to the amount offered. If the
dissenter makes demand, subdivisions 7 and 8 apply.

(c)_If the corporation fails to remit payment within 60 days of the deposit
of certificates or the imposition of transfer restrictions on uncertificated
shares, it shall return all deposited certificates and cancel all transfer
restrictions. However, the corporation may again give notice under subdivision 4
and require deposit or restrict transfer at a later time.

SUBDIVISION 6.__SUPPLEMENTAL PAYMENT; DEMAND.__If a dissenter believes that
the amount remitted under subdivision 5 is less than the fair value of the
shares plus interest, the dissenter may give written notice to the corporation
of the dissenter's own estimate of the fair value of the shares, plus interest,
within 30 days after the corporation mails the remittance under subdivision 5,
and demand payment of the difference. Otherwise, a dissenter is entitled only to
the amount remitted by the corporation.

SUBDIVISION 7.__PETITION; DETERMINATION.__If the corporation receives a
demand under subdivision 6, it shall, within 60 days after receiving the demand,
either pay to the dissenter the amount demanded or agreed to by the dissenter
after discussion with the corporation or file in court a petition requesting
that the court determine the fair value of the shares, plus interest. The
petition shall be filed in the county in which the registered office of the
corporation is located, except that a surviving foreign corporation that
receives a demand relating to the shares of a constituent domestic corporation

D-4
<PAGE>

shall file the petition in the county in this state in which the last registered
office of the constituent corporation was located. The petition shall name as
parties all dissenters who have demanded payment under subdivision 6 and who
have not reached agreement with the corporation. The corporation shall, after
filing the petition, serve all parties with a summons and copy of the petition
under the rules of civil procedure. Nonresidents of this state may be served by
registered or certified mail or by publication as provided by law. Except as
otherwise provided, the rules of civil procedure apply to this proceeding. The
jurisdiction of the court is plenary and exclusive. The court may appoint
appraisers, with powers and authorities the court deems proper, to receive
evidence on and recommend the amount of the fair value of the shares. The court
shall determine whether the shareholder or shareholders in question have fully
complied with the requirements of this section, and shall determine the fair
value of the shares, taking into account any and all factors the court finds
relevant, computed by any method or combination of methods that the court, in
its discretion, sees fit to use, whether or not used by the corporation or by a
dissenter. The fair value of the shares as determined by the court is binding on
all shareholders, wherever located. A dissenter is entitled to judgment in cash
for the amount by which the fair value of the shares as determined by the court,
plus interest, exceeds the amount, if any, remitted under subdivision 5, but
shall not be liable to the corporation for the amount, if any, by which the
amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair
value of the shares as determined by the court, plus interest.

SUBDIVISION 8.__COSTS; FEES; EXPENSES.__(a) The court shall determine the
costs and expenses of a proceeding under subdivision 7, including the reasonable
expenses and compensation of any appraisers appointed by the court, and shall
assess those costs and expenses against the corporation, except that the court
may assess part or all of those costs and expenses against a dissenter whose
action in demanding payment under subdivision 6 is found to be arbitrary
vexatious, or not in good faith.

(b)_If the court finds that the corporation has failed to comply
substantially with this section, the court may assess all fees and expenses of
any experts or attorneys as the court deems equitable. These fees and expenses
may also be assessed against a person who has acted arbitrarily, vexatiously, or
not in good faith in bringing the proceeding, and may be awarded to a party
injured by those actions.

(c)_The court may award, in its discretion, fees and expenses to an attorney
for the dissenters out of the amount awarded to the dissenters, if any.

D-5
<PAGE>
IDS INTERNATIONAL FUND
PROSPECTUS
DEC. 30, 1993

The goal of IDS International Fund, Inc. is long-term growth of capital. The
fund invests primarily in common stocks and securities convertible into common
stocks of foreign issuers.
This prospectus contains facts that can help you decide if the fund is the
right investment for you. Read it before you invest and keep it for future
reference.
Additional facts about the fund are in a Statement of Additional Information
(SAI), filed with the Securities and Exchange Commission. The SAI, dated Dec.
30, 1993, is incorporated here by reference. For a free copy, contact IDS
Shareholder Service.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

IDS Shareholder Service
P.O. Box 534
Minneapolis, MN
55440-0534
612-671-3733
TTY: 800-846-4852
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
The fund in brief............................................ 3
Goal....................................................... 3
Types of fund investments.................................. 3
Manager and distributor.................................... 3
Portfolio manager.......................................... 3

Sales charge and fund expenses............................... 3
Sales charge............................................... 3
Operating expenses......................................... 4

Performance.................................................. 5
Financial highlights....................................... 5
Total returns (Yield)...................................... 6
Key terms.................................................. 6

How to buy, exchange or sell shares.......................... 7
How to buy shares.......................................... 7
How to exchange shares..................................... 8
How to sell shares......................................... 9
Reductions of the sales charge............................. 12
Waivers of the sales charge................................ 12

Special shareholder services................................. 13
Services................................................... 13
Quick telephone reference.................................. 13

Distributions and taxes...................................... 14
Dividend and capital gain distributions.................... 14
Reinvestments.............................................. 14
Taxes...................................................... 15

Investment policies.......................................... 16
Facts about investments and their risks.................... 17
Valuing assets............................................. 19

How the fund is organized.................................... 19
Shares..................................................... 19
Voting rights.............................................. 20
Shareholder meetings....................................... 20
Directors and officers..................................... 20
Investment manager and transfer agent...................... 21
Distributor................................................ 22

About IDS.................................................... 23
General information........................................ 23
</TABLE>

2
<PAGE>
THE FUND IN BRIEF

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

TYPES OF FUND INVESTMENTS
The fund is a diversified mutual fund that invests primarily in common
stocks and securities convertible into common stocks of foreign issuers. It also
may invest in preferred stocks, debt securities, derivative instruments and
money market instruments.
Risks arising from investments in foreign securities include fluctuations in
currency exchange rates, adverse political and economic developments and lack of
comparable regulatory requirements applicable to U.S. companies. You should
invest in the fund only if you are willing to assume such risks.

MANAGER AND DISTRIBUTOR
The fund is managed by IDS Financial Corporation (IDS), a provider of
financial services since 1894. IDS currently manages more than $35 billion in
assets for the IDS MUTUAL FUND GROUP. Shares of the fund are sold through IDS
Financial Services Inc., a wholly owned subsidiary of IDS.

PORTFOLIO MANAGER
Peter Lamaison joined IDS in 1981. He serves as president and chief
executive officer of IDS International Inc. and senior portfolio manager for
this fund. He has led the management team of this fund since 1984.

SALES CHARGE AND FUND EXPENSES

SALES CHARGE
When you buy shares, you pay a maximum sales charge of 5% of the public
offering price. This charge can be reduced, depending on your total investments
in IDS funds. See "Reductions of the sales charge."

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge on purchases
(as a percent of offering price).......................... 5%
</TABLE>

3
<PAGE>
OPERATING EXPENSES
The fund pays certain expenses out of its assets; the expenses are reflected
in the fund's daily share price and dividends, and are not charged directly to
shareholder accounts. The following chart gives a projection of these expenses
- -- based on historical expenses.

<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
(% of average daily net assets):
Management fee.......................................... 0.85%
12b-1 fee............................................... 0.11%
Other expenses.......................................... 0.51%
Total................................................... 1.47%
</TABLE>

EXAMPLE: Suppose for each year for the next 10 years, fund expenses are as
above and annual return is 5%. If you sold your shares at the end of the
following years, for each $1,000 invested, you would pay total expenses of:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
$ 64 $ 94 $ 126 $ 217
</TABLE>

THIS EXAMPLE DOES NOT REPRESENT ACTUAL EXPENSES, PAST OR FUTURE. ACTUAL
EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN. Because the fund pays annual
distribution fees, shareholders who stay in the fund for more than 20 years may
indirectly pay an equivalent of more than a 7.25% sales charge, the maximum
permitted by the National Association of Securities Dealers.

Fund expenses include fees paid to IDS for:

- managing its portfolio, providing investment research and administrative
services

- distribution (known as 12b-1 fees, after the federal rule that authorizes
them)

- transfer agent services, including handling shareholder accounts and
records.

4
<PAGE>
IDS INTERNATIONAL FUND, INC.
PERFORMANCE

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Fiscal Period Ended Oct. 31,
Per Share Income and Capital Changes*
----------------------------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988 1987 1986
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 7.94 $ 8.60 $ 8.99 $ 9.30 $ 8.66 $ 7.45 $ 8.33 $ 6.45
Income from investment
operations:
Net investment income.. .04 .05 .07 .15 .06 .10 .06 .04
Net gains (losses) on
securities (both
realized and
unrealized).......... 2.22 (.58) .42 .51 .60 1.20 .38 3.39
Total from investment
operations........... 2.26 (.53) .49 .66 .66 1.30 .44 3.43
Less distributions:
Dividends from net
investment income.... -- (.05) (.16) (.10) (.02) (.05) (.02) (.04)
Distributions from
realized gains....... (.19) (.08) (.72) (.87) -- (.04) (1.30) (1.51)
Excess distribution of
realized gains....... (.01) -- -- -- -- -- -- --
Total distributions.... (.20) (.13) (.88) (.97) (.02) (.09) (1.32) (1.55)
Net asset value, end of
period............... $ 10.00 $ 7.94 $ 8.60 $ 8.99 $ 9.30 $ 8.66 $ 7.45 $ 8.33

Ratios/Supplemental Data
----------------------------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988 1987 1986
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets, end of period
(in millions).......... $ 440 $ 219 $ 232 $ 215 $ 198 $ 231 $ 225 $ 188
Ratio of expenses to
average daily net
assets................. 1.47% 1.45% 1.35% 1.35% 1.41% 1.33% 1.16% 1.13%
Ratio of net income to
average daily net
assets................. .83% .65% .83% 1.67% .50% .96% .56% .73%
Portfolio turnover rate
(excluding short-term
securities)............ 63% 94% 66% 98% 95% 87% 134% 146%
Total return***.......... 29.2 % (6.4)% 6.3 % 7.1 % 7.6 % 17.6 % 4.9 % 53.3%

1985
----------
<S> <C>
Net asset value,
beginning of period.... $ 5.00
Income from investment
operations:
Net investment income.. .01
Net gains (losses) on
securities (both
realized and
unrealized).......... 1.50
Total from investment
operations........... 1.51
Less distributions:
Dividends from net
investment income.... (.01)
Distributions from
realized gains....... (.05)
Excess distribution of
realized gains....... --
Total distributions.... (.06)
Net asset value, end of
period............... $ 6.45

1985
----------
<S> <C>
Net assets, end of period
(in millions).......... $ 53
Ratio of expenses to
average daily net
assets................. 1.64%
Ratio of net income to
average daily net
assets................. .79%****
Portfolio turnover rate
(excluding short-term
securities)............ 38%
Total return***.......... 30.1 %*****
</TABLE>

*For a share outstanding throughout the period. Rounded to the nearest cent.
**Commencement of operations. Period from Nov. 15, 1984 to Oct. 31, 1985.
***Total return does not reflect payment of a sales charge.
****Adjusted to an annual basis.
*****Annualized total return is 31.6%.

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

5
<PAGE>
TOTAL RETURNS
AVERAGE ANNUAL TOTAL RETURNS as of Oct. 31, 1993, on purchases made 1 and 5
years ago since inception*

<TABLE>
<CAPTION>
since
Purchase made 1 year ago 5 years ago inception*
- -------------------------------------------- ----------- ------------ -----------
<S> <C> <C> <C>
International............................... +22.8% +7.1% +14.9%
World Index................................. +24.1% +7.0% +13.9%
Lipper International Fund Index............. +34.3% +11.0% +16.2%
</TABLE>

CUMULATIVE TOTAL RETURNS as of Oct. 31, 1993, on purchases made 1 and 5
years ago since inception*

<TABLE>
<CAPTION>
since
Purchase made 1 year ago 5 years ago inception*
- ------------------------------------------- ----------- ------------ -----------
<S> <C> <C> <C>
International.............................. +22.8% +40.8% +246.3%
World Index................................ +24.1% +40.6% +263.8%
Lipper International Fund Index............ +34.3% +68.4% +344.8%
</TABLE>

*Nov. 15, 1984
These examples show total returns from hypothetical investments in the fund.
These returns are compared to those of popular indexes for the same periods.
For purposes of calculation, information about the fund assumes a sales
charge of 5%, makes no adjustments for taxes an investor may have paid on the
reinvested income and capital gains, and covers a period of widely fluctuating
securities prices. Returns shown should not be considered a representation of
the fund's future performance.
The fund invests primarily in common stocks that may be different from those
in the indexes. The indexes reflect reinvestment of all distributions and
changes in market prices, but exclude brokerage commissions or other fees.
The Morgan Stanley Capital International World Index (World Index), compiled
from a composite of over 1,500 companies listed on the stock exchanges of North
America, Europe, Australia, New Zealand and the Far East, is widely recognized
by investors in foreign markets as a measurement index.
Lipper International Fund Index, published by Lipper Analytical Services,
Inc., includes 10 funds that are generally similar to the fund, although some
funds in the index may have somewhat different investment policies or
objectives.

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

6
<PAGE>
The NAV is the price you receive when you sell your shares. It usually
changes from day to day, and is calculated at the close of business, normally 3
p.m. Central time, each business day (any day the New York Stock Exchange is
open).
PUBLIC OFFERING PRICE -- Price at which you buy shares. It is the NAV plus
the sales charge. NAVs and public offering prices of IDS funds are listed each
day in major newspapers and financial publications.
INVESTMENT INCOME -- Dividends and interest earned on securities held by the
fund.
CAPITAL GAINS OR LOSSES -- Increase or decrease in value of the securities
the fund holds. Gains are realized when securities that have increased in value
are sold. A fund also may have unrealized gains or losses when securities
increase or decrease in value but are not sold.
DISTRIBUTIONS -- Payments to shareholders of two types: investment income
(dividends) and realized net long-term capital gains (capital gains
distributions).
TOTAL RETURN -- Sum of all of your returns for a given period, assuming you
reinvest all distributions. Calculated by taking the total value of shares you
own at the end of the period (including shares acquired by reinvestment), less
the price of shares you purchased at the beginning of the period.
AVERAGE ANNUAL TOTAL RETURN -- The annually compounded rate of return over a
given time period (usually two or more years) -- total return for the period
converted to an equivalent annual figure.

HOW TO BUY, EXCHANGE OR SELL SHARES

HOW TO BUY SHARES
If you're investing in this fund for the first time, you'll need to set up
an account. Your financial planner will help you fill out and submit an
application. Once your account is set up, you can choose among several
convenient ways to invest.
IMPORTANT: When opening an account, you must provide IDS with your correct
Taxpayer Identification Number (Social Security or Employer Identification
number). See "Distributions and taxes."
When you buy shares for a new or existing account, the price you pay per
share is determined at the close of business on the day your investment is
received and accepted at the Minneapolis headquarters.

PURCHASE POLICIES
- Investments must be received and accepted in the Minneapolis headquarters
on a business day before 3 p.m. Central time to be included in your
account that day and to receive that day's share price. Otherwise your
purchase will be processed the next business day and you will pay the next
day's share price.

7
<PAGE>
- The minimums allowed for investment may change from time to time.

- Wire orders can be accepted only on days when your bank, IDS, the fund and
Norwest Bank Minneapolis are open for business.

- Wire purchases are completed when wired payment is received and the fund
accepts the purchase.

- IDS and the fund are not responsible for any delays that occur in wiring
funds, including delays in processing by the bank.

- You must pay any fee the bank charges for wiring.

- The fund reserves the right to reject any application for any reason.

THREE WAYS TO INVEST

<TABLE>
<S> <C> <C>
1 BY REGULAR Send your check and application MINIMUM AMOUNTS *
ACCOUNT (or your name and account Initial investment: $2,000
number if you have an Additional investments: $100
established account) to: Account balances: $300
IDS Financial Services Inc. Qualified retirement
P.O. Box 74 accounts: none
Minneapolis, MN 55440-0074
Your financial planner will help
you with this process.

2 BY SCHEDULED Contact your financial planner MINIMUM AMOUNTS
INVESTMENT PLAN to set up one of the following Initial investment: $100
scheduled plans: Additional
- automatic payroll deduction investments: $100/mo
- bank authorization Account balances: none
- direct deposit of Social (on active plans of
Security monthly payments)
check
- other plan approved by the
fund

3 BY WIRE If you have an established If this information is not
account, you may wire money to: included, the order may be
Norwest Bank Minneapolis rejected and all money
Routing No. 091000019 received by the fund, less
Minneapolis, MN any costs the fund or IDS
Attn: Domestic Wire Dept. incurs, will be returned
Give these instructions: promptly.
Credit IDS Account #00-30-015 MINIMUM AMOUNTS
for personal account # (your Each wire investment: $1,000
account number) for (your name).
</TABLE>

*If your account balance falls below $300, IDS will ask you in writing to bring
it up to $300 or establish a scheduled investment plan. If you don't do so
within 30 days, your shares can be redeemed and the proceeds mailed to you.

HOW TO EXCHANGE SHARES
You can exchange your shares of the fund at no charge for shares of any
other publicly offered fund in the IDS MUTUAL FUND GROUP available in your
state, except IDS Planned Investment Account. For complete information,
including fees and expenses, read the prospectus carefully before exchanging
into a new fund.

8
<PAGE>
If your exchange request arrives at the Minneapolis headquarters before the
close of business, your shares will be redeemed at the net asset value set for
that day. The proceeds will be used to purchase new fund shares the same day.
Otherwise, your exchange will take place the next business day at that day's net
asset value.
For tax purposes, an exchange represents a sale and purchase and may result
in a gain or loss. However, you cannot create a tax loss (or reduce a taxable
gain) by exchanging from the fund within 91 days of your purchase. For further
explanation, see the SAI.

HOW TO SELL SHARES
You can sell (redeem) your shares at any time. IDS Shareholder Service will
mail payment within seven days after receiving your request.
When you sell shares, the amount you receive may be more or less than the
amount you invested. Your shares will be redeemed at net asset value at the
close of business on the day your request is accepted at the Minneapolis
headquarters. If your request arrives after the close of business, the price per
share will be the net asset value at the close of business on the next business
day.
A redemption is a taxable transaction. If the fund's net asset value when
you sell shares is more or less than the cost of your shares, you will have a
gain or loss, which can affect your tax liability. Redeeming shares held in an
IRA or qualified retirement account may subject you to certain federal taxes,
penalties and reporting requirements. Consult your tax adviser.

TWO WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES

<TABLE>
<S> <C>
1 BY LETTER Include in your letter:
- the name of the fund(s)
- your account number(s) (for exchanges,
both funds must be registered in the same
ownership)
REGULAR MAIL:
IDS Shareholder Service - your Taxpayer Identification Number
Attn: Redemptions (TIN)
PO Box 534 - the dollar amount or number of shares
Minneapolis, MN you want to exchange or sell
55440-0534 - signature of all registered account
owners
- for redemptions, indicate how you want
your sales proceeds delivered to you
- any paper certificates of shares you
hold
EXPRESS MAIL:
IDS Shareholder Service
Attn: Redemptions
10th Floor
733 Marquette Ave
Minneapolis, MN 55402
</TABLE>

9
<PAGE>
<TABLE>
<S> <C>
2 BY PHONE
IDS Telephone Transaction - The fund and IDS will honor any
Service telephone exchange or redemption request
800-437-3133 believed to be authentic and will or use
612-671-3800 reasonable procedures to confirm that
they are. This includes asking
identifying questions and tape recording
calls. So long as reasonable procedures
are followed, neither the fund nor IDS
will be liable for any loss resulting
from fraudulent requests.
- Phone exchange and redemption privileges
automatically apply to all accounts
except custodial, corporate or qualified
retirement accounts unless you request
these privileges NOT apply by writing IDS
Shareholder Service. Each registered
owner must sign the request.
- IDS answers phone requests promptly, but
you may experience delays when call
volume is high. If you are unable to get
through, use mail procedure as an
alternative.
- Phone privileges may be modified or
discontinued at any time.
MINIMUM AMOUNT
Redemption: $100
MAXIMUM AMOUNT
Redemption: $50,000
</TABLE>

EXCHANGE POLICIES
- 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.

- If your exchange creates a new account, it must satisfy the minimum
investment amount for new purchases.

- Once we receive your exchange request, you cannot cancel it.

- Shares of the new fund may not be used on the same day for another
exchange.

- If your shares are pledged as collateral, the exchange will be delayed
until written approval is obtained from the secured party.

10
<PAGE>
- IDS and the fund reserve the right to reject any exchange, limit the
amount, or modify or discontinue the exchange privilege, to prevent abuse
or adverse effects on the fund and its shareholders. For example, if
exchanges are too numerous or too large, they may disrupt the fund's
investment strategies or increase its costs.

REDEMPTION POLICIES
- A "change of mind" option allows you to change your mind after requesting
a redemption and to use all or part of the proceeds to buy new shares in
the same account at the net asset value, rather than the offering price on
the date of a new purchase. To do so, send a written request within 30
days of the date your redemption request was received. Include your
account number and mention this option. This privilege may be limited or
withdrawn at any time, and it may have tax consequences.

- A telephone redemption request will not be allowed within 30 days of a
phoned-in address change.

IMPORTANT: If you request a redemption of shares you recently purchased by a
check or money order that is not guaranteed, the fund will wait for your check
to clear. Please expect a minimum of 10 days from the date of purchase before
IDS mails a check to you. (A check may be mailed earlier if your bank provides
evidence satisfactory to the fund and IDS that your check has cleared.)

THREE WAYS TO RECEIVE PAYMENT WHEN YOU SELL SHARES

<TABLE>
<S> <C> <C>
1 BY REGULAR OR EXPRESS - Mailed to the address on record.
MAIL
- 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 - Minimum wire redemption: $1,000.
- Request that money be wired to your bank.
- Bank account must be in the same ownership
as the IDS account.
NOTE: Pre-authorization required. For
instructions, contact your financial
planner or IDS Shareholder Service.
3 BY SCHEDULED PAYOUT - Minimum payment: $50.
PLAN
- Contact your financial planner or IDS
Shareholder Service to set up regular
payments to you on a monthly, bimonthly,
quarterly, semiannual or annual basis.
- Buying new shares while under a payout plan
may be disadvantageous because of sales
charges.
</TABLE>

11
<PAGE>
REDUCTIONS OF THE SALES CHARGE
You pay a 5% sales charge on the first $50,000 of your total investment and
less on investments after the first $50,000:

<TABLE>
<CAPTION>
Sales charge as a percent of:*
Public offering
Total investment price Net amount invested
- ---------------------------------------- ------------------ -------------------
<S> <C> <C>
Up to $50,000........................... 5.0% 5.26%
Next $50,000............................ 4.5 4.71
Next $150,000........................... 4.0 4.17
Next $250,000........................... 3.0 3.09
Next $500,000........................... 2.0 2.04
Next $2,000,000......................... 1.0 1.01
More than $3,000,000.................... 0.5 0.50
</TABLE>

*To calculate the actual sales charge on an investment greater than $50,000,
amounts for each applicable increment must be totaled. See the SAI.

Your sales charge may be reduced, depending on the totals of:

- the amount you are investing in this fund now,

- the amount of your existing investment in this fund, if any, and

- the amount you and your immediate family (spouse or unmarried children
under 21) are investing or have in other funds in the IDS MUTUAL FUND
GROUP that carry a sales charge.

Other policies that affect your sales charge:

- IDS Cash Management Fund, IDS Tax-Free Money Fund and IDS Planned
Investment Account do not carry sales charges. However, you may count
investments in these funds if you acquired shares in them by exchanging
shares from IDS funds that carry sales charges.

- 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 entity,
may be added together to reduce sales charges for all shares purchased
through that plan.

For more details, see the SAI.

WAIVERS OF THE SALES CHARGE
Sales charges do not apply to:

- Current or retired trustees, directors, officers or employees of the fund
or IDS or its subsidiaries, their spouses and unmarried children under 21.

- Current or retired IDS planners, their spouses and unmarried children
under 21.

12
<PAGE>
- Qualified employee benefit plans* if the plan:
-- has at least $1 million invested in funds of the IDS MUTUAL FUND
GROUP; or
-- has 500 or more participants; or
-- uses a daily transfer recordkeeping service offering participants
daily access to IDS funds.
(Participants in certain qualified plans for which the initial sales charge
is waived may be subject to a deferred sales charge of up to 4% on certain
redemptions. For more information, see the SAI.)

- Trust companies or similar institutions, and charitable organizations that
meet the definition in Section 501(c)(3) of the Internal Revenue Code*.
These must have at least $1 million invested in funds of the IDS MUTUAL
FUND GROUP.

- Purchases made within 30 days after a redemption of shares (1) of an IDS
product in a qualified plan subject to a deferred sales charge or (2) in
IDS Strategy Fund, up to the amount redeemed. Send the fund a written
request along with your payment, indicating the amount of the redemption
and the date on which it occurred.

- Purchases made with dividend or capital gain distributions from another
fund in the IDS MUTUAL FUND GROUP that has a sales charge.

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

SPECIAL SHAREHOLDER SERVICES

SERVICES
To help you track and evaluate the performance of your investments, IDS
provides these services:
QUARTERLY STATEMENTS listing all of your holdings and transactions during
the previous three months.
YEARLY TAX STATEMENTS featuring average-cost-basis reporting of capital
gains or losses if you redeem your shares along with distribution information --
which simplifies tax calculations.
A PERSONALIZED MUTUAL FUND PROGRESS REPORT detailing returns on your initial
investment and cash-flow activity in your account. It calculates a total return
to reflect your individual history in owning fund shares. This report is
available from your financial planner.

QUICK TELEPHONE REFERENCE
IDS TELEPHONE TRANSACTION SERVICE
Redemptions and exchanges, dividend payments or reinvestments and automatic
payment arrangements
National/Minnesota: 800-437-3133 Mpls./St. Paul area: 671-3800

13
<PAGE>
IDS SHAREHOLDER SERVICE
Fund performance, objectives and account inquiries
612-671-3733

TTY SERVICE
For the hearing impaired
800-846-4852

IDS INFOLINE
Automated account information (TouchTone-R- phones only), including current
fund prices and performance, account values and recent account transactions
National/Minnesota: 800-272-4445
Mpls./St. Paul area: 671-1630

DISTRIBUTIONS AND TAXES

The fund distributes to shareholders investment income and net capital
gains. It does so to qualify as a regulated investment company and to avoid
paying corporate income and excise taxes. Dividend and capital gains
distributions will have tax consequences you should know about.

DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS
The fund distributes its net investment income (dividends and interest
earned on securities held by the fund, less operating expenses) to shareholders
of record by the end of the calendar year. Short-term capital gains distributed
are included in the investment income. Net realized capital gains, if any, from
selling securities are distributed at the end of the calendar year. Before
they're distributed, both net investment income and net capital gains are
included in the value of each share. After they're distributed, the value of
each share drops by the per-share amount of the distribution. (If your
distributions are reinvested, the total value of your holdings will not change.)

REINVESTMENTS
Dividends and capital gain distributions are automatically reinvested in
additional shares of the fund, unless:

- you request the fund in writing or by phone to pay distributions to you in
cash, or

- you direct the fund to invest your distributions in any publicly available
IDS fund for which you've previously opened an account, except for IDS
Planned Investment Account.

You pay no sales charge on shares purchased through reinvestment in any IDS
fund. The reinvestment price is the net asset value at close of business on the
day the distribution is paid. (Your quarterly statement from IDS will confirm
the amount invested and the number of shares purchased.)

14
<PAGE>
If you choose cash distributions, you will receive only those declared after
your request has been processed.
If the U.S. Postal Service cannot deliver the checks for the cash
distributions, we will reinvest the checks into your account at the then-current
net asset value and make future distributions in the form of additional shares.

TAXES
Distributions are subject to federal income tax and also may be subject to
state and local taxes. Distributions are taxable in the year the fund pays them
regardless of whether you take them in cash or reinvest them.
Each January, IDS sends you a statement showing the kinds and total amount
of all distributions you received during the previous year. You must report all
distributions on your tax returns, even if they are reinvested in additional
shares. Income received by the fund may be subject to foreign tax and
withholding. Tax conventions between certain countries and the U.S. may reduce
or eliminate such taxes.
You may be entitled to claim foreign tax credits or deductions subject to
provisions and limitations of the Internal Revenue Code. The fund will notify
you if such credit or deduction is available.
"Buying a dividend" creates a tax liability. This means buying shares
shortly before an income or a capital gain distribution. You pay the full pre-
distribution price for the shares, then receive a portion of your investment
back as a distribution, which is taxable.
Redemptions and exchanges subject you to a tax on any capital gain. If you
sell shares for more than their cost, the difference is a capital gain. Your
gain may be either short term (for shares held for one year or less) or long
term (for shares held for more than one year).

YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) IS IMPORTANT.
As with any financial account you open, you must list your current and
correct Taxpayer Identification Number (TIN) -- either your Social Security or
Employer Identification number. The TIN must be certified under penalties of
perjury on your application when you open an account at IDS.
If you don't provide the TIN to IDS, or the TIN you report is incorrect, you
could be subject to backup withholding of 31% of taxable distributions and
proceeds from certain sales and exchanges. You also could be subject to further
penalties, such as:

- a $50 penalty for each failure to supply your correct TIN

- a civil penalty of $500 if you make a false statement that results in no
backup withholding

- criminal penalties for falsifying information

15
<PAGE>
You also could be subject to backup withholding because you failed to report
interest or dividends on your tax return as required.

HOW TO DETERMINE THE CORRECT TIN

<TABLE>
<S> <C>
FOR THIS TYPE OF ACCOUNT: USE THE SOCIAL SECURITY OR
EMPLOYER IDENTIFICATION NUMBER
OF:

Individual or joint account The individual or first person
listed on the account

Custodian account of a minor The minor
(Uniform Gift/Transfer to
Minors Act)

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

An irrevocable trust, pension The legal entity (not the
trust or estate personal representative or
trustee, unless no legal
entity is designated in the
account title)

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or tax-exempt The organization
organization
</TABLE>

For details on TIN requirements, ask your financial planner or local IDS
office for federal Form W-9, "Request for Taxpayer Identification Number and
Certification."
IMPORTANT: This information is a brief and selective summary of certain
federal tax rules that apply to this fund. Tax matters are highly individual and
complex, and you should consult a qualified tax adviser about your personal
situation.

INVESTMENT POLICIES

Under normal market conditions, at least 80% of the fund's total assets will
be invested in common stocks or securities convertible into common stocks of
foreign issuers that have a potential for superior growth, that is growth that
is better than the World Index.

16
<PAGE>
The percentage of fund assets invested in particular countries or regions of
the world will change according to their political stability and economic
condition. Ordinarily the fund will invest in companies domiciled in at least
three foreign countries.
Investments in U.S. issuers generally will constitute less than 20% of the
fund's portfolio. If, however, investments in foreign securities appear to be
relatively unattractive in the judgment of the fund's investment manager because
of current or anticipated adverse political or economic conditions, as a
temporary defensive strategy, the fund may invest any portion of its assets in
securities of U.S. issuers appearing to offer opportunities for superior growth.
The fund also may invest in preferred stocks, debt securities, derivative
instruments and money market instruments.
The various types of investments the portfolio manager uses to achieve
investment performance are described in more detail in the next section and in
the SAI.

FACTS ABOUT INVESTMENTS AND THEIR RISKS
PREFERRED STOCKS: If a company earns a profit, it generally must pay its
preferred stockholders a dividend at a pre-established rate.
COMMON STOCKS: Stock prices are subject to market fluctuations. Stocks of
foreign companies may be subject to abrupt or erratic price movements. While
most of the fund's investments are in established companies having adequate
financial reserves, some investments involve substantial risk and may be
considered speculative.
CONVERTIBLE SECURITIES: These securities generally are preferred stocks or
bonds that can be exchanged for other securities, usually common stock, at
prestated prices. When the trading price of the common stock makes the exchange
likely, the convertible securities trade more like common stock.
DEBT SECURITIES: The fund may invest in investment grade bonds in the U.S.
market. The price of an investment grade bond fluctuates as interest rates
change or if its credit rating is upgraded or downgraded. The fund also may
invest in bonds issued or guaranteed by countries that are members of the
Organization for Economic Cooperation and Development (OECD) or bonds issued or
guaranteed by international agencies (such as the World Bank or the European
Investment Bank) if the portfolio manager believes they have a greater potential
for capital appreciation than equity securities. These bonds will not be
purchased unless, in the judgment of the portfolio manager, they are comparable
in quality to bonds rated AA by Standard & Poor's Corporation.
FOREIGN INVESTMENTS: Securities of foreign companies and governments may be
traded in the United States, but often they are traded only on foreign markets.
Frequently, there is less information about foreign companies and less
government supervision of foreign markets. Foreign investments are subject to
political and economic risks of the countries in which the

17
<PAGE>
investments are made including the possibility of seizure or nationalization of
companies, imposition of withholding taxes on income, establishment of exchange
controls or adoption of other restrictions that might affect an investment
adversely. If an investment is made in a foreign market, the local currency must
be purchased. This is done by using a forward contract in which the price of the
foreign currency in U.S. dollars is established on the date the trade is made,
but delivery of the currency is not made until the securities are received. As
long as the fund holds foreign currencies or securities valued in foreign
currencies, the price of a fund share will be affected by changes in the value
of the currencies relative to the U.S. dollar. Because of the limited trading
volume in some foreign markets, efforts to buy or sell a security may change the
price of the security, and it may be difficult to complete the transaction.
DERIVATIVE INSTRUMENTS: The portfolio manager may use derivative
instruments in addition to securities to achieve investment performance.
Derivative instruments include futures, options and forward contracts. Such
instruments may be used to maintain cash reserves while remaining fully
invested, to offset anticipated declines in values of investments, to facilitate
trading, to reduce transaction costs, or to pursue higher investment returns.
Derivative instruments are characterized by requiring little or no initial
payment and a daily change in price based on or derived from a security, a
currency, a group of securities or currencies, or an index. A number of
strategies or combination of instruments can be used to achieve the desired
investment performance characteristics. A small change in the value of the
underlying security, currency or index will cause a sizable gain or loss in the
price of the derivative instrument. Derivative instruments allow the portfolio
manager to change the investment performance characteristics very quickly and at
lower costs. Risks include losses of premiums, rapid changes in prices, defaults
by other parties, and inability to close such instruments. The fund will use
derivative instruments only to achieve the same investment performance
characteristics it could achieve by directly holding those securities and
currencies permitted under the investment policies. Subject to SEC guidelines,
the fund will set aside cash or appropriate liquid assets in a segregated
account to cover its portfolio obligations. 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. For further information, see the options and futures appendix in the
SAI.
SECURITIES AND DERIVATIVE INSTRUMENTS THAT ARE ILLIQUID: Illiquid means the
security or derivative instrument cannot be sold quickly in the normal course of
business. Some investments cannot be resold to the U.S. public because of their
terms or government regulations. All securities and derivative instruments,
however, can be sold in private sales, and many may be sold

18
<PAGE>
to other institutions and qualified buyers or on foreign markets. The portfolio
manager will follow guidelines established by the board of directors and
consider relevant factors such as the nature of the security and the number of
likely buyers when determining whether a security is illiquid. No more than 10%
of the fund's net assets will be held in illiquid securities and derivative
instruments.
MONEY MARKET INSTRUMENTS: High-quality short-term debt securities are used
to meet daily cash needs and at various times to hold assets until better
investment opportunities arise. Generally less than 25% of the fund's assets are
in these money market instruments. However, for temporary defensive purposes
these investments could exceed that amount for a limited period of time.
The investment policies described above may be changed by the board of
directors.
LENDING PORTFOLIO SECURITIES: The fund may lend its securities to earn
income so long as borrowers provide collateral equal to the market value of the
loans. The risks are that borrowers will not provide collateral when required or
return securities when due. Unless shareholders approve otherwise, loans may not
exceed 30% of the fund's net assets.

VALUING ASSETS

- Securities and assets with available market values are valued on that
basis.

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

- Bonds and assets without readily available market values are valued
according to methods selected in good faith by the board of directors.

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

HOW THE FUND IS ORGANIZED

The fund is a diversified, open-end management investment company, as
defined in the Investment Company Act of 1940. It was incorporated on July 18,
1984 in Minnesota. The fund headquarters are at 901 S. Marquette Ave., Suite
2810, Minneapolis, MN 55402-3268.

SHARES
The fund is owned by its shareholders. All shares issued by the fund are of
the same class -- capital stock. Par value is 1 cent per share. Both full and
fractional shares can be issued.
The fund no longer issues stock certificates.

19
<PAGE>
VOTING RIGHTS
As a shareholder, you have voting rights over the fund's management and
fundamental policies. You are entitled to one vote for each share you own.

SHAREHOLDER MEETINGS
The fund does not hold annual shareholder meetings. However, the directors
may call meetings at their discretion, or on demand by holders of 10% or more of
the outstanding shares, to elect or remove directors.

DIRECTORS AND OFFICERS
Shareholders elect a board of directors who oversee the operations of the
fund and choose its officers. Its officers are responsible for day-to-day
business decisions based on policies set by the board. The board has named an
executive committee that has authority to act on its behalf between meetings.
The directors also serve on the boards of all of the other funds in the IDS
MUTUAL FUND GROUP, except for Mr. Dudley, who is a director of all publicly
offered funds.

DIRECTORS AND OFFICERS OF THE FUND

PRESIDENT AND INTERESTED DIRECTOR

WILLIAM R. PEARCE
President of all funds in the IDS MUTUAL FUND GROUP.

INDEPENDENT DIRECTORS

ROBERT F. FROEHLKE
Former president of all funds in the IDS MUTUAL FUND GROUP.

DONALD M. KENDALL
Former chairman and chief executive officer, PepsiCo, Inc.

MELVIN R. LAIRD
Senior counsellor for national and international affairs, The Reader's Digest
Association, Inc.

LEWIS W. LEHR
Former chairman and chief executive officer, Minnesota Mining and Manufacturing
Company (3M).

EDSON W. SPENCER
Former chairman and chief executive officer, Honeywell, Inc.

WHEELOCK WHITNEY
Chairman, Whitney Management Company.

20
<PAGE>
INTERESTED DIRECTORS WHO ARE PARTNERS IN LAW FIRMS
THAT HAVE REPRESENTED IDS SUBSIDIARIES

ANNE P. JONES
Partner, law firm of Sutherland, Asbill & Brennan.

AULANA L. PETERS
Partner, law firm of Gibson, Dunn & Crutcher.

INTERESTED DIRECTORS WHO ARE OFFICERS AND/OR EMPLOYEES
OF IDS OR AMERICAN EXPRESS

WILLIAM H. DUDLEY EXECUTIVE VICE PRESIDENT, IDS.

DAVID R. HUBERS
President and chief executive officer, IDS.

JOHN R. THOMAS
Senior vice president, IDS.

OTHER OFFICER

LESLIE L. OGG
Vice president of all funds in the IDS MUTUAL FUND GROUP and general counsel and
treasurer of the publicly offered funds.

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

INVESTMENT MANAGER AND TRANSFER AGENT
The fund pays IDS for managing its portfolio, providing administrative
services and serving as transfer agent (handling shareholder accounts).
In addition, IDS has an Advisory Agreement with IDS International, Inc., a
wholly owned subsidiary. Under its agreement, IDS International determines which
securities will be purchased, held or sold (subject to the direction and control
of the fund's board of directors).
The fund pays IDS a two-part fee. The first part is based on the combined
average daily net assets of all funds in the IDS MUTUAL FUND GROUP, as follows:

<TABLE>
<CAPTION>
Net assets of
IDS MUTUAL
FUND GROUP* Annual fee
- ----------------------------- --------------------------
<S> <C>
First $5 billion 0.46%
Each additional $5 billion Decreasing percentages
More than $50 billion 0.32%
</TABLE>

*Includes all funds except the money market funds.

21
<PAGE>
The second part is equal to 0.46% of the fund's average daily net assets
during the fiscal year. This fee may be increased or decreased by a performance
adjustment based on the Lipper International Fund Index. The maximum adjustment
is 0.12% of the fund's average daily net assets on an annual basis.
For the fiscal year ended Oct. 31, 1993, the fund paid IDS a total
investment management fee of 0.85% of its average daily net assets. Under the
Agreement, the fund also pays taxes, brokerage commissions and nonadvisory
expenses.
In addition, under a separate Transfer Agency Agreement, IDS maintains
shareholder accounts and records. The fund pays IDS an annual fee of $15 per
shareholder account for this service.
IDS pays IDS International, Inc. a fee equal to 0.35% of the fund's average
daily net assets.

DISTRIBUTOR
The fund sells shares through IDS Financial Services Inc., a wholly owned
subsidiary of IDS, under a Distribution Agreement. Financial planners
representing IDS Financial Services Inc. provide information to investors about
individual investment programs, the fund and its operations, new account
applications, exchange and redemption requests. The cost of these services is
paid partially by the fund's sales charge.
Portions of sales charges may be paid to securities dealers who have sold
the fund's shares, or to banks and other financial institutions. The proceeds
paid to others range from 0.8% to 4% of the fund's offering price depending on
the monthly sales volume.
To help defray costs not covered by sales charges, including costs for
marketing, sales administration, training, overhead, direct marketing programs,
advertising and related functions, the fund pays IDS a 12b-1 fee. This fee is
paid under a Plan and Supplemental Agreement of Distribution that follows the
terms of Rule 12b-1 of the Investment Company Act of 1940 (and a Securities and
Exchange Commission order). Under this Agreement, the fund pays IDS $6 per
shareholder account per year. The total 12b-1 fee paid by the fund for the year
ended Oct. 31, 1993 was 0.11% of its average daily net assets. This fee will not
cover all of the costs incurred by IDS.
Total management and distribution fees and expenses paid by the fund in the
fiscal year ended Oct. 31, 1993 were 1.47% of its average daily net assets.
Total fees and expenses (excluding taxes and brokerage commissions) cannot
exceed the most restrictive applicable state expense limitation.
The expense ratio of the fund may be higher than that of a fund investing
exclusively in domestic securities because the expenses of the fund, such as

22
<PAGE>
the investment management fee and the custodial costs, are higher. The expense
ratio generally is not higher, however, than that of funds with similar
investment goals and policies.

ABOUT IDS

GENERAL INFORMATION
The IDS family of companies offers not only mutual funds but also insurance,
annuities, investment certificates and a broad range of financial management
services.
Besides managing investments for all publicly offered funds in the IDS
MUTUAL FUND GROUP, IDS also manages investments for itself and its subsidiaries,
IDS Certificate Company and IDS Life Insurance Company. Total assets under
management on Oct. 31, 1993 were more than $97 billion.
IDS Financial Services Inc. serves individuals and businesses through its
nationwide network of more than 75 offices and more than 7,500 planners.
Other IDS subsidiaries provide investment management and related services
for pension, profit sharing, employee savings and endowment funds of businesses
and institutions.
IDS is located at IDS Tower 10, Minneapolis, MN, 55440-0010. It is a wholly
owned subsidiary of American Express Company, a financial services company with
headquarters at American Express Tower, World Financial Center, New York, NY
10285. The fund may pay brokerage commissions to broker-dealer affiliates of
American Express and IDS.

23
<PAGE>

PART B: INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 19, 1994
ACQUISITION OF THE ASSETS OF
WORLDWIDE GROWTH FUND OF IDS STRATEGY FUND, INC.
IDS TOWER 10
MINNEAPOLIS, MINNESOTA 55440-0010
BY AND IN EXCHANGE FOR SHARES OF
IDS INTERNATIONAL FUND, INC.
IDS TOWER 10
MINNEAPOLIS, MINNESOTA 55440-0010

This Statement of Additional Information, relating specifically to the
proposed transfer of all of the assets of the Worldwide Growth Fund ("Worldwide
Growth"), a separate series of IDS Strategy Fund, Inc. (the "Corporation"), to
IDS International Fund ("International"), in exchange for shares of
International and the assumption by International of the liabilities of
Worldwide Growth, consists of this cover page and the following documents, each
of which is incorporated herein by reference.
1. Statement of Additional Information of IDS International Fund, Inc.,
dated December 30, 1993.
2. Annual Report of IDS International Fund, Inc. for the fiscal year ended
October 31, 1993.
3. Semi-Annual Report of IDS International Fund, Inc. for the six months
ended April 30, 1994.
4. Statement of Additional Information of IDS Strategy Fund, Inc. -
Worldwide Growth Fund, dated May 27, 1994.
5. Annual Report of IDS Strategy Fund, Inc. - Worldwide Growth Fund for the
fiscal year ended March 31, 1994.

This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus/Proxy Statement, dated September 19,
1994, relating to the above-referenced matter, which may be obtained without
charge by writing either International or the Corporation at the addresses set
forth above, or by contacting any IDS personal financial planner, or by calling
IDS Shareholder Service at (612) 671-3733.

1
<PAGE>

INTERNATIONAL FUND
STRATEGY-WORLDWIDE GROWTH FUND
INTRODUCTION TO PROPOSED FUND MERGER
APRIL 30, 1994

The accompanying unaudited pro forma combining statement of assets and
liabilities and the statement of operations reflect the accounts of the two
funds at and for the 12-month period ended April 30, 1994. These statements have
been derived from the semi-annual report for International Fund as of April 30,
1994, and the underlying accounting records used in calculating daily net asset
values for the 12-month period ended April 30, 1994 for Strategy-Worldwide
Growth Fund. The Management of the funds have elected not to present combining
schedule of investments as they believe such information is not meaningful since
the reorganization will not occur before March 1995. Separate schedule of
investments for the funds are included in their respective annual reports which
are available upon request.

The pro forma combining statements have been prepared based upon the various
fee structures of the funds in existence as of April 30, 1994. No adjustments
have been made for proposed fee agreements to be voted on by shareholders on
November 9, 1994. Also, in connection with the proposed fee agreements,
International Fund is proposing to issue multiple classes of shares. The pro
forma combining statements have not been adjusted to reflect the proposed
multiple class structure.

2
<PAGE>
PRO FORMA COMBINING
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1994
(UNAUDITED)
ASSETS

<TABLE>
<CAPTION>
Strategy-
Worldwide International
Growth Fund Combined
-------------- -------------- --------------
<S> <C> <C> <C>
Investments in securities, at value (Note 1)
(Identified cost, $221,738,906; $582,319,802 and $804,058,708
respectively)................................................... $ 239,886,522 $ 650,223,446 $ 890,109,968
Cash in bank on demand deposit................................... 1,592,572 2,394,045 3,986,617
Dividends receivable............................................. 1,006,846 3,254,694 4,261,540
Receivable for investment securities sold........................ 2,850,323 17,500,120 20,350,443
Receivable for foreign currency contracts held, at value......... 1,912,526 9,392,887 11,305,413
U.S. government securities held as collateral.................... 1,992,473 10,991,869 12,984,342
-------------- -------------- --------------
Total assets................................................. $ 249,241,262 $ 693,757,061 $ 942,998,323
-------------- -------------- --------------
-------------- -------------- --------------
LIABILITIES
Payable for investment securities purchased...................... $ 4,787,774 $ 17,130,150 $ 21,917,924
Payable for foreign currency contracts held, at value............ 1,895,750 9,260,949 11,156,699
Payable upon return of securities loaned......................... 4,202,973 30,793,199 34,996,172
Accrued investment management and services fee................... 152,311 413,892 566,203
Accrued 12b-1 and distribution fee............................... 150,666 45,299 195,965
Accrued transfer agency fee...................................... 63,833 113,119 176,952
Other accrued expenses........................................... 164,281 162,312 326,593
-------------- -------------- --------------
Total liabilities............................................ 11,417,588 57,918,920 69,336,508
-------------- -------------- --------------
Net assets applicable to outstanding capital stock........... $ 237,823,674 $ 635,838,141 $ 873,661,815
-------------- -------------- --------------
-------------- -------------- --------------
REPRESENTED BY
Capital Stock and additional paid-in capital -- shares
outstanding, 43,009,377; 61,609,521 and 84,651,833 respectively
(Note 2)........................................................ $ 223,847,886 $ 541,874,016 $ 765,721,902
Undistributed net investment income.............................. (836,103) 933,998 97,895
Accumulated net realized gain.................................... (3,352,501) 24,994,545 21,642,044
Unrealized appreciation.......................................... 18,164,392 68,035,582 86,199,974
-------------- -------------- --------------
Total -- representing net assets applicable to outstanding
capital stock.............................................. 237,823,674 635,838,141 873,661,815
-------------- -------------- --------------
Net asset value per share of outstanding capital stock........... $ 5.53 $ 10.32 $ 10.32
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

See accompanying notes to pro forma
combining financial statements.

3
<PAGE>
PRO FORMA COMBINING
STATEMENT OF OPERATIONS
APRIL 30, 1994
(UNAUDITED)

<TABLE>
<CAPTION>
Strategy-
Worldwide International
Growth Fund Adjustments Combined
----------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (net of foreign taxes withheld)................... $ 2,296,869 $ 7,877,843 $ 0 $10,174,712
Interest.................................................... 409,978 984,267 0 1,394,245
----------- ------------- ------------- --------------
Total income............................................ $ 2,706,847 $ 8,862,110 $ 0 $11,568,957
----------- ------------- ------------- --------------
Expenses:
Investment management and service fee..................... 1,152,815 3,633,609 4,786,424
12b-1 and distribution fee................................ 1,108,935 421,528 (903,027)(a) 627,436
Transfer agency fee....................................... 521,462 1,050,756 (32,591)(b) 1,539,627
Compensation of directors................................. 9,722 5,860 0 15,582
Compensation of officers.................................. 1,001 2,902 0 3,903
Custodian fees............................................ 207,672 427,061 0 634,733
Postage................................................... 90,767 127,533 0 218,300
Registration fees......................................... 86,694 156,471 0 243,165
Reports to shareholders................................... 17,711 31,726 0 49,437
Audit fees................................................ 24,065 30,000 0 54,065
Administrative............................................ 1,984 7,832 0 9,816
Other..................................................... 4,369 14,272 0 18,641
----------- ------------- ------------- --------------
Total net expenses...................................... 3,227,197 5,909,550 (935,618) 8,201,129
----------- ------------- ------------- --------------
Investment income -- net.............................. (520,350) 2,952,560 935,618 3,367,828
----------- ------------- ------------- --------------
----------- ------------- ------------- --------------
REALIZED AND UNREALIZED GAIN -- NET
Net realized gain on security and foreign currency
transactions............................................... 6,074,331 33,116,728 0 39,191,059
Net change in unrealized appreciation or depreciation....... 11,408,976 31,722,762 0 43,131,738
----------- ------------- ------------- --------------
Net gain on investments and foreign currency................ 17,483,307 64,839,490 0 82,322,797
----------- ------------- ------------- --------------
Net increase in assets resulting from operations............ $16,962,957 $67,792,050 $ 935,618 $85,690,625
----------- ------------- ------------- --------------
----------- ------------- ------------- --------------
</TABLE>

(a)_Adjustment to reflect expected savings due to an annual rate of $6 per
shareholder account.

(b)_Adjustment to reflect expected savings due to an annual rate of $15.00 per
shareholder account.

See accompanying notes to pro forma
combining financial statements.

4
<PAGE>

IDS INTERNATIONAL FUND
STRATEGY-WORLDWIDE GROWTH FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED AS TO APRIL 30, 1994)

1. BASIS OF COMBINATION

The unaudited pro forma combining statement of assets and liabilities and
the statement of operations reflect the accounts of the two funds at and for the
12-month period ended April 30, 1994. These statements have been derived from
the semi-annual report for International Fund as of April 30, 1994, and the
underlying accounting records used in calculating daily net asset values for the
12-month period ended April 30, 1994 for Strategy-Worldwide Growth Fund. The
Management of the funds have elected not to present combining schedule of
investments as they believe such information is not meaningful since the
reorganization will not occur before March 1995. Separate schedule of
investments for the funds are included in their respective annual reports which
are available upon request.

The pro forma statements give effect to the proposed transfer of the assets
and liabilities of Strategy-Worldwide Growth Fund in exchange for shares of
International Fund under generally accepted accounting principles. The
historical cost of investment securities will be carried forward to
International Fund, the surviving entity, and the results of operations for
International Fund will not be restated for Strategy-Worldwide Growth Fund's
results of operations for pre-combination periods. The Pro Forma statements do
not reflect the expenses of either fund in carrying out its obligations under
the Agreement and Plan of Reorganization.

The pro forma combining statements should be read in conjunction with the
historical financial statements of the funds incorporated by reference in the
Statement of Additional Information.

The pro forma statement of operations give effect to the proposed
transaction on the historical operations of the surviving entity, International
Fund, as if the transaction had occurred at the beginning of the year presented.

2. CAPITAL SHARES

The pro forma net asset value per share assumes the issuance of additional
shares of International Fund if the reorganization were to have taken place on
April 30, 1994. The pro forma number of shares outstanding of 84,651,833
consists of 23,042,312 shares assumed to be issued to shareholders of
Strategy-Worldwide Growth plus 61,609,521 shares of International Fund
outstanding as of April 30, 1994.

5
<PAGE>
PART C: OTHER INFORMATION

ITEM 15. INDEMNIFICATION
The Articles of Incorporation of the Registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the Registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-Laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.

ITEM 16. EXHIBITS
1. Articles of Incorporation, as amended June 12, 1987, filed as Exhibit
No. 1 to Registrant's Post-Effective Amendment No. 5 to Registration Statement
No. 2-92309, is incorporated herein by reference.
2. By-laws, as amended January 12, 1989, filed as Exhibit No. 2 to
Registrant's Post-Effective Amendment No. 9 to Registration Statement No.
2-92309, is incorporated herein by reference.
3. Not Applicable.
4. Agreement and Plan of Reorganization filed electronically herewith.
5. Stock certificate, filed as Exhibit 4 to Registration Statement No.
2-92309, is incorporated herein by reference.
6. (a) Investment Management and Services Agreement between Registrant and
IDS Financial Corporation, dated November 14, 1991, filed as Exhibit 5(a) to
Registrant's Post-Effective Amendment No. 13 to Registration Statement No.
2-92309, is incorporated herein by reference.
6. (b) Investment Advisory Agreement between IDS Financial Corporation and
IDS International, Inc., filed as Exhibit 5(b) to Registrant's Post-Effective
Amendment No. 2 to Registration Statement No. 2-92309, is incorporated herein by
reference.
6. (c) Attachment to Investment Advisory Agreement, dated October 27,
1989, filed electronically, as attached to Exhibit 5(b) to Registrant's Post-
Effective Amendment No. 9 to Registration Statement 2-92309 is incorporated
herein by reference.
7. Distribution Agreement between Registrant and IDS Financial Services
Inc., dated January 1, 1987, filed as Exhibit No. 6 to Registrant's
Post-Effective Amendment No. 6 to Registration Statement No. 2-92309, is
incorporated herein by reference.
8. All employees are eligible to participate in a profit sharing plan.
Entry into the plan is Jan. 1 or July 1. The Registrant contributes each year
an amount up to 15 percent of their annual salaries, the maximum deductible
amount permitted under Section 404(a) of the Internal Revenue Code.

<PAGE>

9. (a) Custodian Agreement between Registrant and IDS Bank & Trust, dated
November 7, 1984, filed electronically as Exhibit No. 8 to Registration
Statement No. 2-92309, is incorporated herein by reference.
9. (b) Sub-Custodian Agreement between IDS Bank & Trust and Morgan Stanley
Trust Company, filed electronically as Exhibit No. 8(b) to Registrant's Post-
Effective Amendment No. 17 to Registration Statement No. 2-92309 is incorporated
herein by reference.
10. Plan and Supplemental Agreement of Distribution between Registrant and
IDS Financial Corporation, dated January 1, 1987, filed as Exhibit No. 15 to
Registrant's Post-Effective Amendment No. 5 to Registration Statement No.
2-92309, is incorporated herein by reference.
11. Opinion of Counsel filed electronically herewith.
12. (a) Tax opinion filed electronically herewith.
12. (b) Consent as to the use of the tax opinion filed electronically
herewith.
13. (a) Transfer Agency Agreement between Registrant and IDS Financial
Corporation, dated November 14, 1991, filed as Exhibit 9(a) to Registrant's
Post-Effective Amendment No. 13 to Registration Statement No. 2-92309, is
incorporated herein by reference.
13. (b) License Agreement between the Registrant and IDS Financial
Corporation, dated January 25, 1988, filed electronically as Exhibit 9(b) to
Registrant's Post-Effective Amendment No. 9 to Registration Statement No.
2-92309, is incorporated herein by reference.
14. Auditors consent filed electronically herewith.
15. Not applicable.
16. (a) Directors' power of attorney, dated Oct. 14, 1993, to sign this
Registration Statement and amendments thereto filed as Exhibit 17(a) to
Registrant's Post-Effective Amendment No. 17 to Registration Statement
No. 2-92309 is incorporated herein by reference.
16 (b) Officers' power of attorney, dated June 1, 1993, to sign this
Registration Statement and amendments thereto filed as Exhibit 17(b) to
Registrant's Post-Effective Amendment No. 17 to Registration Statement
No. 2-92309 is incorporated herein by reference.
17. (a) Rule 24f-2 Declaration of Registrant filed electronically herewith.
17. (b) Form of Proxy Card filed electronically herewith.
17. (c) Current prospectus for the Registrant, dated December 30, 1993, is
incorporated herein by reference from Part A of this filing.

ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.

<PAGE>
SIGNATURES

As required by the Securities Act of 1933, this registration statement has
been signed on behalf of the Registrant, in the City of Minneapolis, State of
Minnesota on the 12th of September, 1994.

IDS INTERNATIONAL FUND, INC.

By /s/ WILLIAM R. PEARCE**

--------------------------------------
William R. Pearce,
PRESIDENT

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the 12th of
September, 1994.

<TABLE>
<CAPTION>
Signatures Title
- --------------------------------------------------------- --------------------------------
<C> <S>

/s/ WILLIAM R. PEARCE** President, Principal Executive
--------------------------------------------- Officer and Director
William R. Pearce

Treasurer and Secretary,
/s/ LESLIE L. OGG** Principal Financial Officer
--------------------------------------------- and Principal Accounting
Leslie L. Ogg Officer

--------------------------------------------- Director
Lynne V. Cheney

/s/ WILLIAM H. DUDLEY*
--------------------------------------------- Director
William H. Dudley

/s/ ROBERT F. FROEHLKE*
--------------------------------------------- Director
Robert F. Froehlke

/s/ DAVID R. HUBERS*
--------------------------------------------- Director
David R. Hubers

/s/ ANNE P. JONES*
--------------------------------------------- Director
Anne P. Jones

/s/ DONALD M. KENDALL*
--------------------------------------------- Director
Donald M. Kendall

/s/ MELVIN R. LAIRD*
--------------------------------------------- Director
Melvin R. Laird

/s/ LEWIS W. LEHR*
--------------------------------------------- Director
Lewis W. Lehr
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title
- --------------------------------------------------------- --------------------------------
<C> <S>

/s/ EDSON W. SPENCER*
--------------------------------------------- Director
Edson W. Spencer

/s/ JOHN R. THOMAS*
--------------------------------------------- Director
John R. Thomas

/s/ WHEELOCK WHITNEY*
--------------------------------------------- Director
Wheelock Whitney

*Signed pursuant to Directors' Power of Attorney, dated Oct. 14, 1993, filed
electronically as Exhibit 17(a) to Registrant's Post-Effective Amendment
No. 17 to Registration Statement No. 2-92309.

/s/ Leslie L. Ogg
---------------------------------------------
Leslie L. Ogg

**Signed pursuant to Officers' Power of Attorney, dated June 1, 1993, filed
electronically as Exhibit 17(b) to Registrant's Post-Effective Amendment
No. 17 to Registration Statement No. 2-92309.

/s/ Leslie L. Ogg
---------------------------------------------
Leslie L. Ogg
</TABLE>
<PAGE>
EXHIBIT INDEX TO FORM N-14
IDS INTERNATIONAL FUND, INC.

<TABLE>
<CAPTION>
Exhibit Page
- ------------- -----
<C> <S> <C>
(4) Agreement and Plan of Reorganization . . . . . . . . . . . .
(11) Opinion of Counsel . . . . . . . . . . . . . . . . . . . . .
(12)(a) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . .
(12)(b) Consent as to the use of the Fax Opinion . . . . . . . . . .
(14) Auditors Consent.. . . . . . . . . . . . . . . . . . . . . .
(17)(a) Rule 24f-2 Declaration of Registrant . . . . . . . . . . . .
(17)(b) Form of Proxy Card . . . . . . . . . . . . . . . . . . . . .
</TABLE>

<PAGE>
EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

In consideration of the mutual promises herein contained, the parties hereto
agree as follows:

1. SHAREHOLDER APPROVAL

2. REORGANIZATION

A-1
<PAGE>

3. VALUATION OF NET ASSETS

4. LIQUIDATION AND DISSOLUTION OF WORLDWIDE GROWTH

A-2
<PAGE>
(c) As promptly as practicable after the liquidation of Worldwide Growth,
and in no event later than twelve months from the date hereof, Worldwide Growth
shall be dissolved.

(d) Immediately after the Valuation Date, the share transfer books of the
Corporation relating to Worldwide Growth shall be closed and no further transfer
of shares shall be made.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF INTERNATIONAL
International represents and warrants to the Corporation as follows:

A-4
<PAGE>

6. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE CORPORATION
The Corporation represents and warrants to International as follows:

A-5
<PAGE>

A-6
<PAGE>

7. CONDITIONS TO OBLIGATIONS OF THE CORPORATION.

The obligations of the Corporation with respect to the Reorganization are
subject to the satisfaction of the following conditions:

(a) SHAREHOLDER APPROVAL. This Agreement shall have been approved by the
affirmative vote of the holders of the majority of the outstanding shares of
common stock of Worldwide Growth.

(d) REGULATORY APPROVAL. The Registration Statement referred to in Section
5(1) shall have become effective and no stop orders under the

A-8
<PAGE>

be issued in the Reorganization are duly authorized and upon issuance in
accordance with this Agreement will be validly issued, fully paid and non-
assessable shares of International.

8. CONDITIONS TO OBLIGATIONS OF INTERNATIONAL

The obligations of International hereunder with respect to the
Reorganization are subject to the satisfaction of the following conditions:

(a) SHAREHOLDER APPROVAL. This Agreement shall have been approved by the
affirmative vote of the holders of a majority of the outstanding shares of
Worldwide Growth.

(c) REGULATORY APPROVAL. All approvals, registrations, and exemptions
under federal and state securities laws considered to be necessary shall have
been obtained.

A-9
<PAGE>
regard to deduction for dividends paid) and all of its net capital gain realized
in taxable years ending on or prior to the Closing (after reduction for capital
loss carryforward).

9. AMENDMENT; TERMINATIONS; NON-SURVIVAL OF
COVENANTS, WARRANTIES AND REPRESENTATIONS.

(f) No representation, warranty or covenant in or pursuant to this
Agreement, including certificates of officers, shall survive the Reorgan-
ization.

10. EXPENSES

A-10
<PAGE>
11. GENERAL

12. INDEMNIFICATION

A-11
<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this Agreement and Plan
of Reorganization to be executed, as of the day and year first above written.

Attest: IDS International Fund, Inc.

By/s/ Valeda A. Binford By /s/ Leslie L. Ogg
- -------------------------- --------------------------
Assistant Secretary Name: Leslie L. Ogg
Title: Vice President and General
Counsel

IDS Strategy Fund, Inc.
on behalf of
Worldwide Growth Fund

By/s/ Valeda A. Binford By /s/ Leslie L. Ogg
- -------------------------- --------------------------
Assistant Secretary Name: Leslie L. Ogg
Title: Vice President and General
Counsel

A-12

<PAGE>

PAGE 1 EXHIBIT 11

September 8, 1994

IDS International Fund, Inc.
IDS Tower 10
Minneapolis, MN 55440-0010

Gentlemen:

I have examined the Articles of Incorporation and the By-Laws of the Company and
all necessary certificates, permits, minute books, documents and records of the
Company, and the applicable statutes of the State of Minnesota, and it is my
opinion:

(a) That the Company is a corporation duly organized and existing under the
laws of the State of Minnesota with an authorized capital stock of
10,000,000,000 shares, all of $.01 par value, that such shares may be
issued as full or fractional shares and that on August 31, 1994,
69,251,664 shares were issued and outstanding;

(b) That all such authorized shares are, under the laws of the State of
Minnesota, redeemable as provided in the Articles of Incorporation and of
the Company and upon redemption shall have the status of authorized and
unissued shares;

(c) That the Fund has full power and authority, under the laws of the State of
Minnesota, and under its Articles of Incorporation, to issue 10,000,000,000
shares of its stock, an indefinite number of shares which the Company has
registered with the Federal Securities and Exchange Commission and under
state securities laws and that when sold at not less than their par value
such shares will be legally issued, fully paid and non-assessable.

I hereby consent that the foregoing opinion may be used in connection with the
N-14 filing.

Very truly yours,

/s/ Leslie L. Ogg
- -----------------
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, MN 55402-3268

<PAGE>

EXHIBIT 12(a)

[ROPES & GRAY LETTERHEAD]

September 6, 1994

IDS Strategy Fund, Inc. --
Worldwide Growth Fund
IDS Tower 10
Minneapolis, Minnesota 55440-0010

IDS International Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010

Ladies and Gentlemen:

We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") to be dated as of September 8, 1994 between IDS
Strategy Fund, Inc., a Minnesota corporation, on behalf of its separate series,
the Worldwide Growth Fund (the "Transferor Fund"), and IDS International Fund,
Inc., a Minnesota corporation (the "Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction"), to occur on or about March 3, 1995
(the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of Transferor Fund in exchange for the issuance
by Acquiring Fund to Transferor Fund of shares of beneficial interest in
Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Transferor Fund, following which the
Acquiring Fund Shares will be distributed by the Transferor Fund to its
shareholders in liquidation and termination of Transferor Fund. This opinion
as to certain federal income tax consequences of the Transaction is furnished
to you pursuant to section 7(e) of the Agreement.

IDS Strategy Fund, Inc. is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company.
Shares of Transferor Fund are redeemable at net asset value at each
shareholder's option. Transferor Fund has elected to be a regulated investment
company for federal income tax purposes under section 851 of the Internal
Revenue Code of 1986, as amended (the "Code").

Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's option. Acquiring Fund has elected to be a regulated
investment company for federal income tax purposes under section 851 of the
Code.

For purposes of this opinion, we have considered the Agreement, the Proxy
Statement/Prospectus to be dated September 19, 1994 which will be distributed to
Transferor Fund shareholders (including the items incorporated by reference
therein), and such other items as we have deemed necessary to render this
opinion. In addition, you have

<PAGE>

ROPES & GRAY

IDS Strategy Fund, Inc. -- -2- September 6, 1994
Worldwide Growth Fund
IDS International Fund, Inc.

represented to us that the following facts, occurrences and information are true
as of the date hereof and will be true as of the Exchange Date, and have stated
that we may rely upon the accuracy and veracity of such facts, occurrences and
information in rendering this opinion (whether or not contained or reflected in
the documents and items referred to above):

1. Transferor Fund will transfer to Acquiring Fund substantially all of
its assets, and Acquiring Fund will assume all of the liabilities of Transferor
Fund (including those to which any transferred assets are subject), as of the
Exchange Date.

2. The fair market value of the Acquiring Fund Shares received by each
Transferor Fund shareholder will be approximately equal to the fair market value
of the Transferor Fund shares surrendered in exchange therefor. The shareholders
of the Transferor Fund will receive no consideration other than Acquiring Fund
Shares (which may include fractional shares) in exchange for their Transferor
Fund shares.

3. There is no plan or intention by any Transferor Fund shareholder who
owns 5% or more of the outstanding Transferor Fund shares, and to the best of
the knowledge of the management of the Transferor Fund, there is no plan or
intention on the part of the remaining Transferor Fund shareholders to sell,
exchange, or otherwise dispose of a number of Acquiring Fund Shares received in
the Transaction such that the Transferor Fund shareholders' ownership of
Acquiring Fund Shares, in the aggregate, would be reduced to a number of
Acquiring Fund Shares having a value, as of the date of the Transaction, of less
than 50 percent of the value of all of the formerly outstanding Transferor Fund
shares as of the same date. For purposes of this representation, Transferor Fund
shares surrendered by dissenters (if any) will be treated as outstanding
Transferor Fund shares on the date of the Transaction. Additionally, Transferor
Fund shares surrendered in redemption by Transferor Fund shareholders, where
such redemptions (if any) appear to be initiated by Transferor Fund shareholders
in connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Transferor Fund shares on the date of the Transaction.

4. Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by the Transferor Fund immediately prior to the Transaction.
For purposes of this representation, (a) amounts (if any) paid by the
Transferor Fund to dissenters, (b) amounts paid by the Transferor Fund to
Transferor Fund shareholders in redemption of Transferor Fund shares, where
such redemptions (if any) appear to be initiated by Transferor Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (c) amounts used by the Transferor Fund to pay expenses of the
Transaction, and (d) amounts used by the Transferor Fund to effect any
distributions (except for regular, normal dividends and dividends declared and
paid in order to ensure Transferor Fund's continued qualification as a
regulated investment company and to avoid imposition of fund-level tax), will
be included as assets of Transferor Fund held immediately prior to the
Transaction. Further, for purposes of this representation, the amounts (if any)
that Acquiring Fund pays after the Transaction to Acquiring Fund shareholders
who are former Transferor Fund shareholders in redemption of Acquiring Fund
Shares received in exchange for Transferor Fund shares, where such redemptions
appear to be initiated by such shareholders in connection with or as a
result of

<PAGE>

ROPES & GRAY

IDS Strategy Fund, Inc. -- -3- September 6, 1994
Worldwide Growth Fund
IDS International Fund, Inc.

the Agreement or the Transaction, will be considered to be assets of Transferor
Fund that were not transferred to the Acquiring Fund.

5. Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

6. Transferor Fund will distribute the Acquiring Fund Shares it receives
in the Transaction, as well as any other property it holds following the
transfer of assets to Acquiring Fund and the payment of expenses.

7. The liabilities of Transferor Fund to be assumed by Acquiring Fund,
and the liabilities, if any, to which the assets transferred by Transferor Fund
will be subject, will have been incurred by Transferor Fund in the ordinary
course of its business and will be associated with the assets transferred to the
Acquiring Fund. For purposes of this paragraph, expenses of the transaction are
not treated as liabilities.

8. Both the fair market value and the total adjusted basis of the
Transferor Fund assets transferred to the Acquiring Fund will equal or exceed
the sum of all of the liabilities assumed by the Acquiring Fund, plus the amount
of liabilities, if any, to which the transferred assets are subject.

9. Following the Transaction, Acquiring Fund will continue the historic
business of Transferor Fund as an investment company which seeks long-term
growth of capital by investing primarily in common stocks and securities
convertible into common stocks of foreign issuers, and will use a significant
portion (at least 50%) of Transferor Fund's historic business assets in its
business. Specifically, the Acquiring Fund will use such significant portion of
the Transferor Fund's historic business assets in its business by continuing to
hold the assets transferred to it by the Transferor Fund, except for
dispositions made in the ordinary course of business as an open-end investment
company (I.E., dispositions resulting from investment decisions made after the
Transaction on the basis of investment considerations independent of the
Transaction).

10. Except as provided in the preceding paragraph, Acquiring Fund has no
plan or intention to sell or otherwise dispose of any of the assets of
Transferor Fund acquired in the Transaction, except for dispositions made in the
ordinary course of its business as an open-end investment company (I.E.,
dispositions resulting from investment decisions made on the basis of investment
considerations arising after, and independent of, the Transaction).

11. Transferor Fund, Acquiring Fund, and the Transferor Fund shareholders
will pay their respective expenses, if any, incurred in connection with the
Transaction, except that Acquiring Fund may pay certain expenses related to the
Transferor Fund which arise after the Transaction, provided that Acquiring Fund
will pay or assume only those expenses of the Transferor Fund that are solely
and directly related to the Transaction, in accordance with the guidelines
established in Rev. Rul. 73-54, 1973-1 C.B. 187.

12. There is no intercorporate indebtedness existing between the Acquiring
Fund and the Transferor Fund.

<PAGE>

ROPES & GRAY

IDS Strategy Fund, Inc. -- -4- September 6, 1994
Worldwide Growth Fund
IDS International Fund, Inc.

13. For federal income tax purposes, the Transferor Fund qualifies as a
regulated investment company, and the provisions of sections 851 through 855 of
the Code apply to the Transferor Fund for its current taxable year beginning
April 1, 1994, and will continue to apply to it through the Exchange Date.

In that regard, Transferor Fund will declare to Transferor Fund
shareholders of record on or prior to the Exchange Date a dividend or dividends
which together with all previous such dividends shall have the effect of
distributing (i) essentially all of Transferor Fund's investment company taxable
income (see Code section 852(b)(2)) for the taxable year ended March 31, 1994
and for the short taxable year of Transferor Fund beginning on April 1, 1994 and
ending on the Exchange Date (computed in each case without regard to any
deduction for dividends paid) and (ii) essentially all of Transferor Fund's net
capital gain (see Code section 1222(11)) realized in its taxable year ended
March 31, 1994 and in its short taxable year beginning on April 1, 1994 and
ending on the Exchange Date (after reduction for any capital loss carryover).
Such dividends will be made to ensure continued qualification of Transferor Fund
as a regulated investment company for tax purposes and to eliminate to the
extent reasonably practicable fund-level income and excise tax liabilities.

14. For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of sections 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning
November 1, 1993, and will continue to apply to it through the Exchange Date.

15. Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Transferor Fund shares.

16. Transferor Fund is not, and as of the Exchange Date will not be, under
the jurisdiction of a court in a Title 11 or similar case within the meaning of
section 368(a)(3)(A) of the Code.

17. None of the compensation received by any shareholder-employees of
Transferor Fund, if any, will be separate consideration for, or allocable to,
any of their Transferor Fund shares; none of the Acquiring Fund Shares received
by any Transferor Fund shareholder-employee will be separate consideration for,
or allocable to, any employment agreement; and the compensation paid to any
Acquiring Fund or Transferor Fund shareholder-employees, if any, will be for
services actually rendered and will be commensurate with amounts paid to third
parties bargaining at arm's length for similar services.

Based on the foregoing and our review of the documents and items referred
to above, we are of the opinion that for federal income tax purposes:

(i) No gain or loss will be recognized by Acquiring Fund upon its receipt
of the assets of Transferor Fund in exchange for Acquiring Fund Shares
and the assumption by Acquiring Fund of the liabilities of Transferor
Fund (including the liabilities to which the transferred assets are
subject, if any);

<PAGE>

ROPES & GRAY

IDS Strategy Fund, Inc. -- -5- September 6, 1994
Worldwide Growth Fund
IDS International Fund, Inc.

(ii) The basis in the hands of Acquiring Fund of the assets of Transferor
Fund transferred to Acquiring Fund will be the same as the basis of
such assets in the hands of Transferor Fund immediately prior to the
transfer;

(iii) The holding periods of the assets of Transferor Fund transferred to
Acquiring Fund will include the periods during which such assets were
considered held for federal income tax purposes by Transferor Fund;

(iv) No gain or loss will be recognized by Transferor Fund upon the
transfer of Transferor Fund's assets and liabilities (including the
liabilities to which the transferred assets are subject, if any) to
Acquiring Fund or upon the distribution of Acquiring Fund Shares by
Transferor Fund to its shareholders in liquidation;

(v) No gain or loss will be recognized by the Transferor Fund shareholders
on the exchange of their Transferor Fund shares for Acquiring Fund
Shares;

(vi) The basis of the Acquiring Fund Shares received by Transferor Fund
shareholders will be the same, in the aggregate, as the basis of the
Transferor Fund shares exchanged therefor; and

(vii) The holding periods of the Acquiring Fund Shares received by
Transferor Fund shareholders will include the holding periods of the
Transferor Fund shares exchanged therefor, provided that at the time
of the Transaction the Transferor Fund shares are held by such
shareholders as capital assets.

Very truly yours,

/s/ ROPES & GRAY

Ropes & Gray

DJC/cmw

<PAGE>

[ROPES & GRAY LETTERHEAD]

September 7, 1994

CONSENT OF TAX COUNSEL
----------------------

The Board of Directors and Shareholders
IDS International Fund, Inc. and
Worldwide Growth Fund,
a series of IDS Strategy Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010

Re: INTERNATIONAL TAX OPINION
--------------------------

Ladies and Gentlemen:

We consent to the use of our tax opinion, included as Exhibit 12(a) in this
filing, and to the reference to our firm and to the opinion under the heading
"International Tax Consequences" in Part A of the Registration Statement.

/s/ ROPES & GRAY

Ropes & Gray

<PAGE>

Exhibit 14

Independent Auditors' Consent
-----------------------------

The Board of Directors
IDS International Fund, Inc.
IDS Strategy Fund, Inc.:

We consent to the use of our reports incorporated herein by reference and the
reference to our Firm under the heading "FINANCIAL STATEMENTS AND EXPERTS" in
the Prospectus contained in Part A of the combined Proxy and Registration
Statement on Form N-14.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Minneapolis, Minnesota
September 8, 1994

<PAGE>

Exhibit 17(a)

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. ______ ______

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ___X___

Amendment No. ______

IDS INTERNATIONAL FUND, INC.
_______________________________________________________________________________

1000 Roanoke Building, Minneapolis, Minnesota 55402
_______________________________________________________________________________

(612) 372-3714
_______________________________________________________________________________

William C. Herber - 1000 Roanoke Building, Minneapolis, MN 55402
_______________________________________________________________________________

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)
______ on (date) pursuant to paragraph (b)
______ 60 days after filing pursuant to paragraph (a)
______ on (date) pursuant to paragraph (b) of rule (485 or 486)

As soon as practicable after October 1, 1984
--------------------------------------------

DECLARATION REQUIRED BY RULE 24f-2(a)(1)

An indefinite number of shares of the common stock of the
Registrant is being registered by this Registration Statement.

The Registrant hereby amends the Registration Statement under the Securities
Act of 1933 on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to Section 8(a), may determine.

<PAGE>

Exhibit 17(b)

FORM OF PROXY CARD

VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS

Please fold and detach card at perforation before mailing.

WORLDWIDE GROWTH FUND, A SERIES OF IDS STRATEGY FUND, INC.

PROXY/VOTING INSTRUCTION CARD

________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints William R. Pearce, Leslie L. Ogg and
Robert F. Froehlke, or any one of them, as proxies, with full power of
substitution, to represent and to vote all of the shares of the undersigned at
the regular meeting to be held on November 9, 1994 and any adjournment thereof.

TO HAVE YOUR VOTE COUNTED, YOU MUST SIGN, DATE AND RETURN THIS PROXY. IT WILL
BE VOTED AS MARKED, OR IF NOT MARKED, WILL BE VOTED "FOR" EACH PROPOSAL.

THE BOARD RECOMMENDS A VOTE "FOR" ALL PROPOSALS.

(client name and address)

X___________________________________

X___________________________________ Date_________________, 1994
Owners please sign as names appear at left. Executors, administrators,
trustees, etc., should indicate position when signing.

<PAGE>

VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE
EXPENSE OF ADDITIONAL MAILINGS.

Please fold and detach card at perforation before mailing.

For Against Abstain

1. Approve a Reorganization ( ) ( ) ( )
providing for the
acquisition of Fund assets by
IDS International Fund, Inc.
in exchange for shares of
International

For Withheld Exception

2. Election of Board Members ( ) ( ) ( )

TO VOTE FOR ALL NOMINEES, MARK THE "FOR" BOX IN ITEM 2. TO WITHHOLD AUTHORITY
TO VOTE FOR ALL NOMINEES, MARK THE "WITHHELD" BOX. TO WITHHOLD AUTHORITY TO
VOTE FOR ANY NOMINEE, MARK THE "EXCEPTION" BOX AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME.

Fourteen board members are to be elected at the meeting. The nominees are LYNNE
V. CHENEY, WILLIAM H. DUDLEY, ROBERT F. FROEHLKE, DAVID R. HUBERS, HEINZ F.
HULTER, ANNE P. JONES, DONALD M. KENDALL, MELVIN R. LAIRD, LEWIS W. LEHR,
WILLIAM R. PEARCE, EDSON W. SPENCER, JOHN R. THOMAS, WHEELOCK WHITNEY, C. ANGUS
WURTELE.

For Against Abstain

3. Ratification of ( ) ( ) ( )
Independent Auditors