IDS MANAGED RETIREMENT FUND INC
N-30D, 1998-05-19
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1998 SEMIANNUAL REPORT

IDS
Managed
Allocation
Fund


(icon of) spinning toy

The goal of IDS Managed Allocation Fund, a part of IDS Managed Retirement Fund,
Inc.,  is to maximize  total return  through a  combination  of growth of
capital and current income.

      American Express Financial Advisors

      Distributed by American Express Financial Advisors Inc.

<PAGE>

(icon of) spinning toy

Going where the action is

Today's investment marketplace is changing faster than ever. The key is to
be in the right place at the right time.  Managed Allocation Fund has that
potential  because it has the  flexibility to make sweeping  shifts in its
asset mix to take advantage of expected trends in financial markets. While
the focus  historically  has been on U.S.  stocks,  the Portfolio can also
hold  foreign  stocks,  as  well  as  domestic  and  foreign  bonds,  plus
cash-equivalent  investments.  For investors,  such  flexibility  can mean
opportunity.

Contents

From the chairman                            3
From the portfolio manager                   3
The Portfolio's ten largest holdings         5
Financial statements (Fund)                  6
Notes to financial statements (Fund)         9
Financial statements (Portfolio)            17
Notes to financial statements (Portfolio)   20
Investments in securities                   27
Board members and officers                  43
IDS mutual funds                            44

<PAGE>


      To our shareholders


      From the chairman

      If you're an experienced  investor,  you know that the past few years have
      been  unusually  strong  in  many  financial  markets.   Perhaps  just  as
      important,  history  shows that bull markets  don't last  forever.  Though
      they're  often  unpredictable,   declines  --  whether  they're  brief  or
      long-lasting,  moderate or substantial -- are always a possibility. We saw
      evidence of that last October,  when  declines in Asian markets  spawned a
      sharp drop in several financial markets worldwide, including the U.S.

      The potential  for such  volatility  reinforces  the need for investors to
      review  periodically  their  long-term  goals and  examine  whether  their
      investment  program  remains on track to achieving  them.  Your  quarterly
      investment  statements are one part of that monitoring process.  The other
      is a meeting with your American Express  financial  advisor.  That becomes
      even more important if there's a major change in your financial  situation
      or in the financial markets.


      William R. Pearce
      (picture of) William R. Pearce
      William R. Pearce
      Chairman of the board

<PAGE>


      From the portfolio manager

      A generally good  environment for financial  assets,  both in the U.S. and
      Europe,  resulted  in a rewarding  six months for IDS  Managed  Allocation
      Fund.  For the first half of the fiscal year -- October 1997 through March
      1998 -- the Fund's Class A shares  generated a total return of 8.9%. (This
      figure  includes a substantial  capital gain that was paid to shareholders
      in December 1997 and reduced the Fund's net asset value by the same amount
      at that time.)

      Although  U.S.  stocks got off to a good start,  a  financial  crisis that
      began in  Southeast  Asia drove  prices down in major  markets  around the
      world in late  October.  With that  cloud of  concern  hanging  over them,
      stocks could do little more than mark time over the ensuing three months.

      By February, though, the viewpoint that the `Asian flu' would pass without
      serious  impact on the world's  major  markets had  emerged.  Supported by
      ongoing reports of low inflation,  the U.S. market  responded with a rally
      that lasted through the end of the fiscal period. European stocks followed
      suit as well, though to a somewhat lesser degree.

      Bonds enjoy strong performance

      U.S. bonds, on the other hand, enjoyed their best performance from October
      through  December.  In their  case,  the Asian  crisis was a  benefit,  as
      worried  investors sought out U.S. Treasury  securities.  The buying drove
      down long-term  interest  rates into January,  sending prices higher along
      the way.

      The Fund  participated  in the stock and bond run-ups here at home,  as we
      maintained  healthy  exposures  to both asset  classes  (about 30% in U.S.
      stocks and  15%-28%  in  bonds.)  We also kept about 30% of the  portfolio
      invested  in foreign  stocks,  chiefly in Europe,  which also proved to be
      productive. Looking at stock holdings on a sector basis, most of the money
      was kept in consumer  non-cyclical  issues,  which  include  health  care,
      food/beverage and consumer/household  products,  followed by roughly equal
      amounts in financial  services,  technology and utility  stocks.  The only
      notable changes to the portfolio during the six months were a reduction in
      the amount of cash reserves and an increase in bond holdings.

      Although it seems highly unlikely that the U.S. stock market will maintain
      its recent powerful pace  throughout the year, the investment  environment
      at this time (mid-April)  remains largely favorable.  The same can be said
      of  Europe,  where  stock  prices  may  actually  have  more  appreciation
      potential than in the U.S. over the near term. Aside from those anchors of
      the  portfolio,  we continue to  maintain a  substantial  exposure to U.S.
      bonds,  as well as small but potentially  very  productive  investments in
      emerging markets.




      Steven Merrell
      (picture of) Steven Merrell
      Steven Merrell
      Portfolio manager

<PAGE>


      To our shareholders


Class A
 6-month performance

(All figures per share)

Net asset value (NAV)

March 31, 1998      $   11.92

Sept. 30, 1997      $   12.68

Decrease            $    0.76


Distributions
Oct. 1, 1997 - March 31, 1998


From income         $    0.68

From capital gains  $    1.03

Total distributions$     1.71

Total return*           +8.9%**

Class B
 6-month performance

(All figures per share)

Net asset value (NAV)

March 31, 1998      $   11.86

Sept. 30, 1997      $   12.63

Decrease            $    0.77


Distributions
Oct. 1, 1997 - March 31, 1998


From income         $    0.64

From capital gains  $    1.03

Total distributions$     1.67

Total return*           +8.5%**

Class Y
 6-month performance

(All figures per share)

Net asset value (NAV)

March 31, 1998      $   11.92

Sept. 30, 1997      $   12.68

Decrease            $    0.76


Distributions
Oct. 1, 1997 - March 31, 1998


From income         $    0.69

From capital gains  $    1.03

Total distributions$     1.72

Total return*           +9.0%**


      * The  prospectus  discusses the effect of sales  charges,  if any, on the
      various classes.

      ** The total  return  is a  hypothetical  investment  in the Fund with all
      distributions reinvested.

<PAGE>


      The Portfolio's ten largest holdings


                                              Percent              Value
                          (of Portfolio's net assets)   (as of March 31, 1998)

       General Electric                         1.41%        $43,576,400

       Coca-Cola                                1.22          37,890,169

       Royal Dutch Petroleum                    1.06          32,951,249

       U.S. Treasury Bond                       1.06          32,704,960
       6.75% 2000
       
       Merck & Co                                .97          29,988,399

       Ford Motor                                .94          29,165,625

       BankAmerica                               .92          28,596,512

       Banque Natl de Paris                      .88          27,141,611

       Procter & Gamble                          .87          27,008,438

       Telecomunicacoes Brasileiras-             .84          25,962,499

       Telebras ADR

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The ten holdings listed here make up 10.17%
of the Portfolio's net assets

<PAGE>

<TABLE>
<CAPTION>

 Financial statements


      Statement of assets and liabilities
      IDS Managed Allocation Fund
      March 31, 1998

                                  Assets

                                                                                                   (Unaudited)
<S>                                                                                             <C>           
 Investment in Total Return Portfolio (Note 1)                                                  $3,095,839,839
                                                                                                --------------

                                  Liabilities

 Accrued distribution fee                                                                                5,687
 Accrued service fee                                                                                    14,591
 Accrued transfer agency fee                                                                             9,069
 Accrued administrative services fee                                                                     2,587
 Other accrued expenses                                                                                 49,885
                                                                                                        ------
 Total liabilities                                                                                      81,819
                                                                                                        ------
 Net assets applicable to outstanding capital stock                                             $3,095,758,020
                                                                                                ==============

                                  Represented by

 Capital stock-- $.01 par value (Note 1)                                                        $    2,597,612
 Additional paid-in capital                                                                      2,558,238,978
 Excess of distributions over net investment income                                                 (2,084,731)
 Accumulated net realized gain (loss)                                                              120,106,024
 Unrealized appreciation (depreciation) on investments and on translation of
      assets and liabilities in foreign currencies                                                 416,900,137
                                                                                                   -----------
 Total-- representing net assets applicable to outstanding capital stock                        $3,095,758,020
                                                                                                ==============
 Net assets applicable to outstanding shares:             Class A                               $2,695,546,318
                                                          Class B                               $  277,056,212
                                                          Class Y                               $  123,155,490
 Net asset value per share of outstanding capital stock:  Class A shares     226,068,493        $        11.92
                                                          Class B shares      23,363,471        $        11.86
                                                          Class Y shares      10,329,277        $        11.92

See accompanying notes to financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

      Statement of operations
      IDS Managed Allocation Fund
      Six months ended March 31, 1998


                                  Investment income

                                                                                                   (Unaudited)
 Income:
<S>                                                                                                <C>        
 Dividends                                                                                         $11,341,357
 Interest                                                                                           38,373,794
      Less foreign taxes withheld                                                                     (185,733)
                                                                                                      -------- 
 Total income                                                                                       49,529,418
                                                                                                    ----------
 Expenses (Note 2):
 Expenses allocated from Total Return Portfolio                                                      6,976,779
 Distribution fee -- Class B                                                                           939,963
 Transfer agency fee                                                                                 1,673,626
 Incremental transfer agency fee-- Class B                                                              13,391
 Service fee
      Class A                                                                                        2,217,273
      Class B                                                                                          217,696
      Class Y                                                                                           58,482
 Administrative services fees and expenses                                                             458,138
 Compensation of board members                                                                           6,587
 Postage                                                                                                45,000
 Registration fees                                                                                      92,861
 Audit fees                                                                                              4,812
 Other                                                                                                     965
                                                                                                           ---
 Total expenses                                                                                     12,705,573
      Earnings credits on cash balances (Note 2)                                                      (211,253)
                                                                                                      -------- 
 Total net expenses                                                                                 12,494,320
                                                                                                    ----------
 Investment income (loss) -- net                                                                    37,035,098
                                                                                                    ----------

                                  Realized and unrealized gain (loss) -- net

 Net realized gain (loss) on:
      Security transactions                                                                        150,113,085
      Financial futures contracts                                                                   (9,064,355)
      Foreign currency transactions                                                                  3,000,167
      Option contracts written                                                                      (1,444,360)
                                                                                                    ---------- 
 Net realized gain (loss) on investments                                                           142,604,537
 Net change in unrealized appreciation (depreciation) on investments
      and on translation of assets and liabilities in foreign currencies                            74,541,441
                                                                                                    ----------
 Net gain (loss) on investments and foreign currencies                                             217,145,978
                                                                                                   -----------
 Net increase (decrease) in net assets resulting from operations                                  $254,181,076
                                                                                                  ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                     Financial statements


      Statements of changes in net assets
      IDS Managed Allocation Fund



                             Operations and distributions                 March 31, 1998        Sept. 30, 1997

                                                                        Six months ended            Year ended
                                   (Unaudited)
<S>                                                                       <C>                   <C>           
 Investment income (loss)-- net                                           $   37,035,098        $   71,716,154
 Net realized gain (loss) on investments                                     142,604,537           345,559,133
 Net change in unrealized appreciation (depreciation) on investments
      and on translation of assets and liabilities in foreign currencies      74,541,441           122,452,877
                                                                              ----------           -----------
 Net increase (decrease) in net assets resulting from operations             254,181,076           539,728,164
                                                                             -----------           -----------
 Distributions to shareholders from:
      Net investment income
            Class A                                                          (34,942,292)          (65,540,801)
            Class B                                                           (2,588,118)           (3,907,527)
            Class Y                                                           (1,660,428)           (3,162,775)
      Net realized gain
            Class A                                                         (314,653,758)         (292,030,274)
            Class B                                                          (30,968,697)          (20,916,577)
            Class Y                                                          (14,757,922)          (13,571,619)
                                                                             -----------           ----------- 
 Total distributions                                                        (399,571,215)         (399,129,573)
                                                                            ------------          ------------ 

                                  Capital share transactions (Note 3)

 Proceeds from sales
      Class A shares (Note 2)                                                 75,195,648           196,359,438
      Class B shares                                                          34,022,734            78,101,366
      Class Y shares                                                          13,977,019            32,047,202
 Reinvestment of distributions at net asset value
      Class A shares                                                         345,413,854           354,268,365
      Class B shares                                                          33,363,511            24,680,194
      Class Y shares                                                          16,418,350            16,734,394
 Payments for redemptions
      Class A shares                                                        (236,489,538)         (558,247,028)
      Class B shares (Note 2)                                                (19,774,074)          (35,890,509)
      Class Y shares                                                         (19,273,258)          (48,656,445)
                                                                             -----------           ----------- 
 Increase (decrease) in net assets from capital share transactions           242,854,246            59,396,977
                                                                             -----------            ----------
 Total increase (decrease) in net assets                                      97,464,107           199,995,568
 Net assets at beginning of period                                         2,998,293,913         2,798,298,345
                                                                           -------------         -------------
 Net assets at end of period                                              $3,095,758,020        $2,998,293,913
                                                                          --------------        --------------
 Undistributed (excess of distributions over) net investment income       $   (2,084,731)       $       71,009
                                                                          ==============        ==============

See accompanying notes to financial statements.

</TABLE>

<PAGE>

 Notes to financial statements


      IDS Managed Allocation Fund
      (Unaudited as to March 31, 1998)


  1

Summary of
significant
accounting policies



      The  Fund  is a  series  of  IDS  Managed  Retirement  Fund,  Inc.  and is
      registered  under the  Investment  Company  Act of 1940 (as  amended) as a
      diversified,  open-end  management  investment  company.  The  Fund has 10
      billion authorized shares of capital stock that can be allocated among the
      separate series as designated by the board. The Fund offers Class A, Class
      B and  Class Y shares.  Class A shares  are sold  with a  front-end  sales
      charge.  Class B shares  may be  subject to a  contingent  deferred  sales
      charge and such shares automatically  convert to Class A shares during the
      ninth calendar year of ownership.  Class Y shares have no sales charge and
      are offered only to qualifying institutional investors.

      All classes of shares have identical  voting,  dividend,  liquidation  and
      other rights, and the same terms and conditions,  except that the level of
      distribution  fee,  transfer  agency fee and service  fee (class  specific
      expenses)  differs  among  classes.  Income,  expenses  (other  than class
      specific  expenses)  and  realized  and  unrealized  gains  or  losses  on
      investments  are allocated to each class of shares based upon its relative
      net assets.

      Investment in Total Return Portfolio

      Effective  May 13,  1996,  the Fund began  investing  all of its assets in
      Total  Return  Portfolio  (the  Portfolio),  a series of Growth and Income
      Trust, an open-end  investment company that has the same objectives as the
      Fund.  This was  accomplished  by  transferring  the Fund's  assets to the
      Portfolio  in  return  for  a  proportionate  ownership  interest  in  the
      Portfolio.  Total Return Portfolio seeks to provide  shareholders  maximum
      total  return  through a  combination  of growth of  capital  and  current
      income.

      The Fund records daily its share of the Portfolio's  income,  expenses and
      realized and unrealized gains and losses. The financial  statements of the
      Portfolio  are  included  elsewhere  in this  report and should be read in
      conjunction with the Fund's financial statements.

      The Fund  records its  investment  in the  Portfolio  at the value that is
      equal to the Fund's proportionate  ownership interest in the net assets of
      the Portfolio.  The percentage of the Portfolio owned by the Fund at March
      31, 1998 was 99.97%.  Valuation  of  securities  held by the  Portfolio is
      discussed in Note 1 of the  Portfolio's  "Notes to financial  statements,"
      which are included elsewhere in this report.

      Use of estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements and the reported amounts of increase and decrease in
      net assets from operations during the period.  Actual results could differ
      from those estimates.

      Federal taxes

      Since the Fund's  policy is to comply with all  sections  of the  Internal
      Revenue  Code  applicable  to  regulated   investment   companies  and  to
      distribute all of its taxable income to the shareholders, no provision for
      income or excise taxes is required.

      Net investment  income (loss) and net realized  gains  (losses)  allocated
      from the  Portfolio  may differ for  financial  statement and tax purposes
      primarily because of the deferral of losses on certain futures  contracts,
      the  recognition  of certain  foreign  currency gains (losses) as ordinary
      income  (loss) for tax  purposes,  and losses  deferred due to "wash sale"
      transactions. The character of distributions made during the year from net
      investment  income or net  realized  gains may differ from their  ultimate
      characterization for federal income tax purposes.  Also, due to the timing
      of  dividend   distributions,   the  fiscal  year  in  which  amounts  are
      distributed  may differ  from the year that the income or  realized  gains
      (losses) were recorded by the Fund.

      Dividends to shareholders

      Dividends  from net  investment  income,  declared and paid each  calendar
      quarter,  are  reinvested  in  additional  shares of the Fund at net asset
      value or payable in cash.  Capital gains, when available,  are distributed
      along with the last income dividend of the calendar year.


  2

Expenses and
sales charges



      In addition to the expenses allocated from the Portfolio, the Fund accrues
      its own expenses as follows:

      Effective March 20, 1995, the Fund entered into an agreement with American
      Express  Financial   Corporation   (AEFC)  for  providing   administrative
      services.  Under its Administrative Services Agreement, the Fund pays AEFC
      a fee for  administration  and accounting  services at a percentage of the
      Fund's  average  daily net assets in  reducing  percentages  from 0.04% to
      0.02% annually.  Additional  administrative  service  expenses paid by the
      Fund are office expenses,  consultants'  fees and compensation of officers
      and employees.  Under this agreement,  the Fund also pays taxes, audit and
      certain legal fees,  registration  fees for shares,  compensation of board
      members,  corporate  filing  fees,  organizational  expenses and any other
      expenses properly payable by the Fund and approved by the board.

      Under a  separate  Transfer  Agency  Agreement,  American  Express  Client
      Service  Corporation (AECSC) maintains  shareholder  accounts and records.
      The Fund pays AECSC an annual fee per shareholder account for this service
      as follows:

     oClass A $15

     oClass B $16

     oClass Y $15

      Also  effective  March 20, 1995,  the Fund entered  into  agreements  with
      American Express Financial  Advisors Inc. for distribution and shareholder
      servicing-related  services.  Under a Plan and Agreement of  Distribution,
      the Fund pays a distribution  fee at an annual rate of 0.75% of the Fund's
      average   daily   net   assets   attributable   to  Class  B  shares   for
      distribution-related services.

      Under a  Shareholder  Service  Agreement,  the Fund pays a fee for service
      provided to shareholders by financial advisors and other servicing agents.
      The fee is calculated at a rate of 0.175% of the Fund's  average daily net
      assets attributable to Class A and Class B shares and commencing on May 9,
      1997, the fee is calculated at a rate of 0.10% of the Fund's average daily
      net assets attributable to Class Y shares.

      Sales charges  received by American  Express  Financial  Advisors Inc. for
      distributing  Fund shares were  $1,886,797  for Class A and  $117,281  for
      Class B for the six  months  ended  March  31,  1998.  The Fund  also pays
      custodian fees to American Express Trust Company, an affiliate of AEFC.

      During the six months ended March 31,  1998,  the Fund's  transfer  agency
      fees were  reduced  by  $211,253  as a result  of  earnings  credits  from
      overnight cash balances.


  3

Capital share
transactions


      Transactions  in shares of capital stock for the periods  indicated are as
      follows:

                                         Six months ended March 31, 1998
                                      Class A       Class B       Class Y

      Sold                          6,341,133     2,874,497     1,170,859

      Issued for reinvested        31,716,679     3,082,511     1,507,722
        distributions

      Redeemed                    (20,057,360)   (1,698,483)   (1,669,495)

      Net increase (decrease)      18,000,452     4,258,525     1,009,086


                                            Year ended Sept. 30, 1997
                                      Class A       Class B       Class Y

      Sold                         16,320,731     6,502,486     2,643,368

      Issued for reinvested        31,097,328     2,176,773     1,468,689
        distributions

      Redeemed                    (46,167,773)   (2,976,311)   (4,038,230)

      Net increase (decrease)       1,250,286     5,702,948        73,827


<PAGE>

<TABLE>
<CAPTION>

4.

Financial
highlights
                          The tables  below  show  certain  important  financial
                          information for evaluating the Fund's results.

                          Fiscal period ended Sept. 30,
                          Per share income and capital changesa

                                                          Class A
<S>                        <C>     <C>    <C>      <C>    <C>     <C>     <C>     <C>      <C>    <C>      <C> 
                           1998b   1997   1996c    1995   1994    1993    1992    1991     1990   1989     1988
Net asset value,         $12.68  $12.20  $12.19  $11.29 $12.16  $11.91  $11.08   $9.01   $10.05   $7.48   $6.82
beginning of period

                          Income from investment operations:
Net investment income       .15     .32     .24     .21    .13     .17     .21     .20      .27     .26     .16
(loss)

Net gains (losses)          .80    1.97     .58    1.65    .03    1.07    2.04    2.45    (.39)    2.51     .66
(both realized and
unrealized)

Total from investment       .95    2.29     .82    1.86    .16    1.24    2.25    2.65          (.12)2.77   .82
operations

       Less distributions:
Dividends from net        (.16)   (.32)   (.23)   (.16)  (.12)   (.19)   (.21)   (.27)    (.25)   (.20)   (.16)
investment income

Distributions from       (1.55)  (1.49)   (.58)   (.80)  (.90)   (.80)  (1.20)   (.31)    (.67)      --      --
realized gains

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

Total distributions      (1.71)  (1.81)   (.81)   (.96) (1.03)   (.99)  (1.42)   (.58)    (.92)   (.20)   (.16)

Net asset value,         $11.92  $12.68  $12.20  $12.19 $11.29  $12.16  $11.91  $11.08    $9.01  $10.05   $7.48
end of period

  Ratios/supplemental data
                                                          Class A
                          1998b    1997   1996c    1995   1994    1993    1992    1991     1990    1989    1988
Net assets, end of       $2,696  $2,639  $2,523  $2,602 $2,252  $1,845  $1,425  $1,007     $715    $700    $644
period (in millions)

Ratio of expenses to      .80%e    .84%   .80%e    .83%   .85%    .83%    .85%    .90%     .90%    .92%    .88%
average daily net assetsd

Ratio of net income      2.58%e   2.55% 2.29% e   1.85%  1.13%   1.46%   1.94%   1.98%    2.94%   2.82%   2.07%
(loss) to average
daily net assets

Portfolio turnover rate     59%     99%    142%     90%    66%     61%     46%     81%      78%     73%    102%
(exluding short-term
securities)

Total returnf              8.9%   20.8%    7.1%   18.0%   1.0%   11.2%   22.3%   30.9%   (1.2%)   37.3%   12.0%

Average brokerage        $.0115  $.0339  $.0303      --     --      --     --       --       --      --      --
commission rateg



a For a share outstanding throughout the period.  Rounded to the nearest cent.
b Six months ended March 31, 1998 (Unaudited).
c The Fund's fiscal year-end was changed from Nov. 30 to Sept. 30, effective
  1996.
d Effective fiscal year 1996, expense ratio is based on total expenses of the
  Fund before
  reduction of earnings credits on cash balances.
e Adjusted to an annual basis.
f Total return does not reflect payment of a sales charge.
g Effective fiscal year 1996, the Fund is required to disclose an average
  brokerage commission
  rate per share for security trades on which commissions are charged. The
  comparability of this
  information may be affected by the fact that commission rates per share vary
  significantly among
  foreign countries.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                           Fiscal period ended Sept. 30,
                           Per share income and capital changesa
                                       Class B                      Class Y
                             1998b   1997    1996c    1995d      1998b     1997    1996c  1995d
<S>                         <C>    <C>      <C>      <C>        <C>      <C>      <C>    <C>   
Net asset value,            $12.63 $12.15   $12.16   $10.41     $12.68   $12.20   $12.19 $10.41
beginning of period

                          Income from investment operations:
Net investment income (loss)   .11    .23      .15      .11        .16      .33      .26    .16

Net gains (losses) (both       .79   1.97      .57     1.74        .80     1.97      .58   1.76
realized and unrealized)

Total from investment          .90   2.20      .72     1.85        .96     2.30      .84   1.92
operations

                          Less distributions:
Dividends from net           (.12)  (.23)    (.15)    (.10)      (.17)    (.33)    (.25)  (.14)
investment income

Distributions from          (1.55) (1.49)    (.58)       --     (1.55)   (1.49)    (.58)     --
realized gains

Total distributions         (1.67) (1.72)    (.73)    (.10)     (1.72)   (1.82)    (.83)  (.14)

Net asset value,            $11.86 $12.63   $12.15   $12.16     $11.92   $12.68   $12.20 $12.19
end of period

                          Ratios/supplemental data
                                       Class B                      Class Y
                             1998b   1997    1996c    1995d      1998b     1997    1996c  1995d
Net assets, end of            $277   $241     $163      $75       $123     $118     $113   $115
period (in millions)

Ratio of expenses to        1.57%f  1.60%   1.57%f   1.58%f      .73%f     .71%    .63%f  .65%f
average daily net assetse

Ratio of net income to      1.83%f  1.82%   1.61%f    .94%f     2.66%f    2.69%   2.45%f1.95%f
average daily net assets

Portfolio turnover rate        59%    99%     142%      90%        59%      99%     142%    90%
(excluding short-term
securities)

Total returng                 8.5%  19.9%     6.5%    17.7%       9.0%    20.9%     7.3%  18.4%

Average brokerage           $.0115 $.0339   $.0303       --     $.0115   $.0339   $.0303     --
commission rateh

a For a share outstanding throughout the period.  Rounded to the nearest cent.
b Six months ended March 31, 1998 (Unaudited).
c The Fund's fiscal year-end was changed from Nov. 30 to Sept. 30, effective
  1996.
d Inception date was March 20, 1995.
e Effective fiscal year 1996, expense ratio is based on total expenses of the
  Fund before reduction of earnings credits on cash balances.
f Adjusted to an annual basis.
g Total return does not reflect payment of a sales charge.
h Effective fiscal year 1996, the Fund is required to disclose an average
  brokerage commission rate per share for security trades on which commissions
  are charged. The comparability of this information may be affected by the fact
  that commission rates per share vary significantly among foreign countries.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



 Financial statements


      Statement of assets and liabilities
      Total Return Portfolio
      March 31, 1998

                                  Assets

<S>                                                                                             <C>           
                                                                                                   (Unaudited)
 Investments in securities, at value (Note 1):
 Investments in securities of unaffiliated issuers
      (identified cost $2,797,183,595)                                                          $3,214,824,045
 Investments in securities of affiliated issuer
      (identified cost $13,079,176)                                                                  3,877,500
                                                                                                     ---------
 Total investments in securities (identified cost $2,810,262,771)                                3,218,701,545
 Dividends and accrued interest receivable                                                          17,023,012
 Receivable for investment securities sold                                                           5,798,286
 Receivable from investment advisor                                                                    103,412
 Unrealized appreciation on foreign currency contracts held, at value (Notes 1 and 4)                    6,320
                                                                                                         -----
 Total assets                                                                                    3,241,632,575
                                                                                                 -------------

                                  Liabilities

 Disbursements in excess of cash on demand deposit                                                   2,031,195
 Payable for investment securities purchased                                                         5,672,798
 Unrealized depreciation on foreign currency contracts held, at value (Notes 1 and 4)                   60,040
 Payable upon return of securities loaned (Note 5)                                                 133,307,096
 Accrued investment management services fee                                                             40,954
 Option contracts written, at value
      (premium received $12,524,889) (Note 6)                                                        3,829,000
 Other accrued expenses                                                                                 58,033
                                                                                                        ------
 Total liabilities                                                                                 144,999,116
                                                                                                   -----------
 Net assets                                                                                     $3,096,633,459
                                                                                                ==============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                     Financial statements


      Statement of operations
      Total Return Portfolio
      Six months ended March 31, 1998



                                  Investment income

<S>                                                                                              <C>          
                                                                                                   (Unaudited)
 Income:
 Dividends                                                                                       $  11,344,124
 Interest                                                                                           38,366,547
      Less foreign taxes withheld                                                                     (185,779)
                                                                                                      -------- 
 Total income                                                                                       49,524,892
 Expenses (Note 2):
 Investment management services fee                                                                  6,586,309
 Compensation of board members                                                                          10,382
 Custodian fees                                                                                        353,533
 Audit fees                                                                                             15,375
 Other                                                                                                  20,894
                                                                                                        ------
 Total expenses                                                                                      6,986,493
      Earnings credits on cash balances (Note 2)                                                        (8,010)
                                                                                                        ------ 
 Total net expenses                                                                                  6,978,483
                                                                                                     ---------
 Investment income (loss) -- net                                                                    42,546,409
                                                                                                    ----------

                                  Realized and unrealized gain (loss) -- net

 Net realized gain (loss) on:
      Security transactions (Note 3)                                                               150,146,106
      Financial futures contracts                                                                   (9,066,534)
      Foreign currency transactions                                                                  3,000,746
      Option contracts written (Note 6)                                                             (1,444,694)
                                                                                                    ---------- 
 Net realized gain (loss) on investments                                                           142,635,624
 Net change in unrealized appreciation (depreciation) on investments
      and on translation of assets and liabilities in foreign currencies                            74,565,496
                                                                                                    ----------
 Net gain (loss) on investments and foreign currencies                                             217,201,120
                                                                                                   -----------
 Net increase (decrease) in net assets resulting from operations                                  $259,747,529
                                                                                                  ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


      Statements of changes in net assets
      Total Return Portfolio



                             Operations                                   March 31, 1998        Sept. 30, 1997

                                                                        Six months ended            Year ended
                                   (Unaudited)
<S>                                                                       <C>                   <C>           
 Investment income (loss)-- net                                           $   42,546,409        $   82,689,056
 Net realized gain (loss) on investments                                     142,635,624           345,627,464
 Net change in unrealized appreciation (depreciation) on investments
      and on translation of assets and liabilities in foreign currencies      74,565,496           122,489,698
                                                                              ----------           -----------
 Net increase (decrease) in net assets resulting from operations             259,747,529           550,806,218
 Net contributions (withdrawals) from partners                              (162,320,716)         (350,789,437)
                                                                            ------------          ------------ 
 Total increase (decrease) in net assets                                      97,426,813           200,016,781
 Net assets at beginning of period                                         2,999,206,646         2,799,189,865
                                                                           -------------         -------------
 Net assets at end of period                                              $3,096,633,459        $2,999,206,646
                                                                          --------------        --------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>

 Notes to financial statements


      Total Return Portfolio
      (Unaudited as to March 31, 1998)


  1

Summary of
significant
accounting policies



      Total Return  Portfolio  (the  Portfolio) is a series of Growth and Income
      Trust (the Trust) and is registered  under the  Investment  Company Act of
      1940  (as  amended)  as  a  diversified,  open-end  management  investment
      company.  Total Return  Portfolio  seeks to provide  maximum  total return
      through a combination of growth of capital and current income by investing
      in U.S.  equity  securities,  U.S.  and foreign debt  securities,  foreign
      equity securities and money market  instruments.  The Declaration of Trust
      permits the Trustees to issue non-transferable interests in the Portfolio.

      Significant  accounting  polices  followed by the Portfolio are summarized
      below:

      Use of estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements and the reported amounts of increase and decrease in
      net assets from operations during the period.  Actual results could differ
      from those estimates.

      Valuation of securities

      All  securities  are valued at the close of each business day.  Securities
      traded on national  securities  exchanges  or included in national  market
      systems are valued at the last quoted sales  price.  Debt  securities  are
      generally traded in the over-the-counter  market and are valued at a price
      deemed best to reflect fair value as quoted by dealers who make markets in
      these  securities or by an  independent  pricing  service.  Securities for
      which market quotations are not readily available are valued at fair value
      according  to methods  selected  in good  faith by the  board.  Short-term
      securities  maturing  in more  than 60 days  from the  valuation  date are
      valued at the market  price or  approximate  market value based on current
      interest rates;  those maturing in 60 days or less are valued at amortized
      cost.

      Option transactions

      In order to produce  incremental  earnings,  protect gains and  facilitate
      buying and selling of securities  for investment  purposes,  the Portfolio
      may buy and write options traded on any U.S. or foreign exchange or in the
      over-the-counter   market  where  the  completion  of  the  obligation  is
      dependent upon the credit standing of the other party.  The Portfolio also
      may buy and sell put and call  options and write  covered  call options on
      portfolio  securities and may write cash-secured put options.  The risk in
      writing a call option is that the Portfolio  gives up the  opportunity  of
      profit if the market price of the security increases.  The risk in writing
      a put option is that the Portfolio may incur a loss if the market price of
      the security decreases and the option is exercised.  The risk in buying an
      option is that the Portfolio  pays a premium  whether or not the option is
      exercised. The Portfolio also has the additional risk of not being able to
      enter into a closing  transaction  if a liquid  secondary  market does not
      exist.

      Option  contracts are valued daily at the closing  prices on their primary
      exchanges and unrealized  appreciation or  depreciation  is recorded.  The
      Portfolio  will realize a gain or loss upon  expiration  or closing of the
      option transaction. When an option is exercised, the proceeds on sales for
      a written call option,  the purchase  cost for a written put option or the
      cost of a security  for a purchased  put or call option is adjusted by the
      amount of premium received or paid.

      Futures transactions

      In order to gain exposure to or protect itself from changes in the market,
      the Portfolio may buy and sell financial  futures  contracts traded on any
      U.S. or foreign  exchange.  The  Portfolio  also may buy and write put and
      call options on these  futures  contracts.  Risks of entering into futures
      contracts and related options include the possibility that there may be an
      illiquid  market and that a change in the value of the  contract or option
      may not correlate with changes in the value of the underlying securities.

      Upon  entering  into a futures  contract,  the  Portfolio  is  required to
      deposit either cash or securities in an amount (initial margin) equal to a
      certain percentage of the contract value.  Subsequent  payments (variation
      margin) are made or  received by the  Portfolio  each day.  The  variation
      margin  payments are equal to the daily changes in the contract  value and
      are recorded as unrealized  gains and losses.  The Portfolio  recognizes a
      realized gain or loss when the contract is closed or expires.

      Foreign currency translations and
      foreign currency contracts

      Securities  and  other  assets  and  liabilities  denominated  in  foreign
      currencies are translated  daily into U.S.  dollars at the closing rate of
      exchange.  Foreign  currency  amounts  related to the  purchase or sale of
      securities  and income and expenses are translated at the exchange rate on
      the transaction  date. The effect of changes in foreign  exchange rates on
      realized  and  unrealized  security  gains or  losses  is  reflected  as a
      component of such gains or losses.  In the  statement of  operations,  net
      realized gains or losses from foreign currency transactions may arise from
      sales of foreign  currency,  closed forward  contracts,  exchange gains or
      losses realized  between the trade date and settlement dates on securities
      transactions, and other translation gains or losses on dividends, interest
      income and foreign withholding taxes.

      The Portfolio may enter into forward foreign currency  exchange  contracts
      for  operational  purposes and to protect  against  adverse  exchange rate
      fluctuation.  The net U.S. dollar value of foreign currency underlying all
      contractual commitments held by the Portfolio and the resulting unrealized
      appreciation  or  depreciation   are  determined  using  foreign  currency
      exchange  rates from an  independent  pricing  service.  The  Portfolio is
      subject to the credit  risk that the other  party  will not  complete  the
      obligations of the contract.

      Illiquid securities

      At March 31, 1998,  investments  in  securities  included  issues that are
      illiquid.   The  Portfolio   currently  limits   investments  in  illiquid
      securities to 10% of net assets, at market value, at the time of purchase.
      The aggregate  value of such  securities at March 31, 1998 was $12,259,850
      representing  0.40% of net assets.  Pursuant to guidelines  adopted by the
      board, certain unregistered securities are determined to be liquid and are
      not included within the 10% limitation specified above.

      Federal taxes

      For federal  income tax purposes the Portfolio  qualifies as a partnership
      and  each  investor  in the  Portfolio  is  treated  as the  owner  of its
      proportionate share of the net assets,  income,  expenses and realized and
      unrealized  gains  and  losses  of  the  Portfolio.   Accordingly,   as  a
      "pass-through"  entity, the Portfolio does not pay any income dividends or
      capital gain distributions.

      Other

      Security  transactions  are  accounted  for on  the  date  securities  are
      purchased or sold.  Dividend income is recognized on the ex-dividend  date
      and interest  income,  including  level-yield  amortization of premium and
      discount, is accrued daily.

  2

Fees and
expenses



      The Trust,  on behalf of the  Portfolio,  has entered  into an  Investment
      Management Services Agreement with AEFC for managing its portfolio.  Under
      this agreement,  AEFC determines which securities will be purchased,  held
      or sold.  The management  fee is a percentage of the  Portfolio's  average
      daily net assets in reducing percentages from 0.53% to 0.40% annually. The
      fees may be increased or decreased by a performance  adjustment based on a
      comparison of the performance of Class A shares of IDS Managed  Allocation
      Fund to the Lipper Flexible  Portfolio Fund Index. The maximum  adjustment
      is 0.08% of the  Portfolio's  average daily net assets on an annual basis.
      The  adjustment  decreased  the fee by $534,717  for the six months  ended
      March 31, 1998.

      Under the agreement,  the Trust also pays taxes, brokerage commissions and
      nonadvisory  expenses,  which include  custodian  fees,  audit and certain
      legal fees,  fidelity bond premiums,  registration fees for units,  office
      expenses,  consultants' fees,  compensation of trustees,  corporate filing
      fees,  expenses  incurred in  connection  with lending  securities  of the
      Portfolio  and  any  other  expenses  properly  payable  by the  Trust  or
      Portfolio and approved by the board.

      During the six months ended March 31, 1998, the Portfolio's custodian fees
      were reduced by $8,010 as a result of earnings credits from overnight cash
      balances.

      Pursuant to a  Placement  Agency  Agreement,  American  Express  Financial
      Advisors Inc. acts as placement agent of the units of the Trust.


  3

Securities
transactions


      Cost of  purchases  and  proceeds  from sales of  securities  (other  than
      short-term  obligations)  aggregated  $1,804,281,817  and  $1,498,809,376,
      respectively,  for the six  months  ended  March  31,  1998.  For the same
      period, the portfolio turnover rate was 59%. Realized gains and losses are
      determined on an identified cost basis.

      Brokerage  commissions  paid to brokers  affiliated with AEFC were $94,575
      for the six months ended March 31, 1998.

<PAGE>
<TABLE>
<CAPTION>

  4

Foreign currency
contracts


      At March 31,  1998,  the  Portfolio  had  entered  into  foreign  currency
      exchange  contracts  that obligate the Portfolio to deliver  currencies at
      specified future dates. The unrealized appreciation and/or depreciation on
      these contracts is included in the accompanying financial statements.  See
      "Summary  of  significant  accounting  policies."  The  terms  of the open
      contracts are as follows:


 Exchange                  Currency to               Currency to           Unrealized              Unrealized
   date                   be delivered               be received          appreciation            depreciation

<S>   <C>                   <C>                        <C>                     <C>                     <C>    
April 1, 1998               3,758,676                  2,036,119               $4,183                  $    --
                          Deutsche Mark              U.S. Dollar

April 2, 1998               1,567,996                  1,106,662                   --                      485
                         Canadian Dollar             U.S. Dollar

April 2, 1998               4,057,591                  2,195,666                2,137                       --
                          Deutsche Mark              U.S. Dollar

April 3, 1998               1,710,029                 64,450,987                   --                   59,555
                           U.S. Dollar                 Thai Baht
Total                                                                          $6,320                  $60,040


</TABLE>

<PAGE>

      Notes to financial statements

      Total Return Portfolio


  5

Lending of
portfolio securities



      At March  31,  1998,  securities  valued at  $129,430,759  were on loan to
      brokers.  For  collateral,  the Portfolio  received  $133,307,096 in cash.
      Income from  securities  lending  amounted to $379,288  for the six months
      ended March 31, 1998. The risks to the Portfolio of securities lending are
      that the borrower may not provide  additional  collateral when required or
      return the securities when due.


  6

Option contracts
written

      The  number of  contracts  and  premium  amounts  associated  with  option
      contracts written is as follows:




                                               Six months ended March 31, 1998

                                      Puts                      Calls
                           Contracts       Premium    Contracts       Premium
Balance Sept. 30, 1997          --    $         --           --     $      --
Opened                        8,750     14,423,300        3,800       811,073
Closed                       (1,450)     (553,981)           --            --
Exercised                    (2,500)   (1,016,216)      (2,800)     (651,578)
Expired                      (1,300)     (328,214)      (1,000)     (159,495)
Balance March 31, 1998        3,500   $12,524,889           --      $      --

See "Summary of significant accounting policies."

<PAGE>


 Investments in securities


      Total Return Portfolio
      March 31, 1998 (Unaudited)



                                               (Percentages represent
                                                 value of investments
                                              compared to net assets)

 Common stocks - 63.4%
Issuer                       Shares       Value(a)

 Aerospace & defense - 1.7%
 AlliedSignal               220,000      $9,240,000
 Goodrich (BF)              120,000       6,127,500
 Lockheed Martin            105,000      11,812,500
 Raytheon Cl B              190,800      11,137,950
 Rockwell Intl              242,500      13,913,438
 Total                                   52,231,388

 Airlines - 0.4%
 AMR                         77,000(b)   11,025,438


 Automotive & related - 1.2%
 Ford Motor                 450,000      29,165,625
 TRW                        125,600       6,923,700
 Total                                   36,089,325


 Banks and savings & loans - 3.7%
 BankAmerica                346,100      28,596,512
 First Chicago NBD          250,000      22,031,250
 First Union                450,928      25,590,164
 Norwest                     89,600       3,724,000
 Toronto-Dominion Bank        3,257         141,272
 Wachovia                   265,100      22,483,794
 Washington Mutual          179,700      12,887,859
 Total                                  115,454,851

 Beverages & tobacco - 2.4%
 Coca-Cola                  489,300      37,890,169
 Fortune Brands             330,000      13,158,750
 Philip Morris              556,000      23,178,250
 Total                                   74,227,169

 Building materials & construction - 0.7%
 Masco                      115,000       6,842,500
 Tyco Intl                  258,300      14,109,638
 Total                                   20,952,138


 Chemicals - 1.4%
 Air Products & Chemicals   175,000      14,503,125
 Henkel KGaA                235,966(g)   17,144,464
 Monsanto                   200,000      10,400,000
 Total                                   42,047,589

 Communications equipment & services - 0.8%
 Lucent Technologies         85,000      10,869,375
 Motorola                   155,000       9,396,875
 Tellabs                     50,000(b)    3,356,250
 Total                                   23,622,500

 Computers & office equipment - 3.1%
 3Com                        75,000(b)    2,695,313
 Automatic Data Processing  231,300      15,742,855
 Bay Networks               140,000(b)    3,797,500
 Cisco Systems              152,850(b)   10,451,119
 Compaq Computer            288,000       7,452,000
 Computer Associates Intl   113,250       6,540,188
 Computer Sciences          100,000       5,500,000
 Hewlett-Packard            169,100      10,716,713
 Microsoft                  196,800(b)  $17,613,599
 Parametric Technology      100,000(b)    3,331,250
 Xerox                      104,800      11,154,650
 Total                                   94,995,187


 Electronics - 0.8%
 Harris                      50,000       2,606,250
 Intel                      286,000      22,325,875
 Total                                   24,932,125


 Energy - 1.2%
 Amoco                      281,800      24,340,475
 Unocal                     350,000      13,540,625
 Total                                   37,881,100


 Energy equipment & services - 0.2%
 Baker Hughes               180,800       7,277,200


 Financial services - 1.3%
 Fannie Mae                 100,000       6,325,000
 H&R Block                  180,000       8,561,250
 Travelers Group            419,500      25,170,000
 Total                                   40,056,250

 Food - 1.3%
 Bestfoods                  131,000      15,310,625
 General Mills              173,000      13,148,000
 Sara Lee                   185,000      11,400,625
 Total                                   39,859,250

 Foreign - 24.7%(j)
 Accor                       61,732(b)   15,838,296
 Adidas                      33,049(b)    5,859,239
 Air Canada                 187,600(b)    1,702,143
 Akbank T.A.S. ADR          120,000(b)    1,680,000
 Anglogold ADR              987,950(b)    4,198,788
 Argentaria                 150,510(b)   12,462,214
 Baan                       108,253(b,g)  5,177,656
 Banca Intesa             2,758,882(b)   17,250,434
 Banque Natl de Paris       349,332(b)   27,141,611
 Barclays                   246,046(b)    7,357,241
 Bayerische Vereinsbank     250,360(b,g) 18,271,489
 BG                       2,029,921(b)   10,495,709
 Bombardier Cl B            130,000(b)    3,212,710
 British Airways ADR        549,106(b)    5,558,859
 Centrais Eletricas
    Brasileiras ADR         452,000(g)   10,534,264
 Cheung Kong Holdings       807,000(b)    5,727,984
 China Merchants
    Holdings Intl         6,594,000(b,g)  6,126,987
 China North Inds        16,500,000(b,i)  3,877,500
 China Resources
    Enterprises           1,190,000(b)    2,411,083
 China Telecom
    (Hong Kong)           3,900,000(b)    7,901,868
 Cia de Telecomunicaciones
    de Chile ADR            230,000       6,339,375
 City Developments          243,000(b)   $1,196,192
 Compal Electronics         366,000(b)    1,464,000
 Compania Anonima Nacional
    Telefonos de Venezuela
    ADR                     255,000(g)   10,662,188
 Credit Suisse Group         66,069(b)   13,218,134
 Credito Italiano         3,667,200(b,g) 18,112,583
 EGIS                        78,000(b)    4,204,852
 Ericsson (LM) Cl B         124,490(b,g)  5,915,863
 Fomento Economico
    Mexicano Cl B         1,442,000(b)   10,481,424
 Fujikura                   770,000(b)    4,738,639
 General Electric         1,644,544(b)   13,029,855
 Great Universal Stores   1,047,203(b)   13,037,008
 Grupo Financiero
    Bancomer Cl B         5,309,900(b)    3,130,075
 Grupo Televisa             120,600(b)    4,416,975
 Hong Kong
    Telecommunications    1,300,000(b)    2,684,286
 Imperial Chemical Inds     506,327(b)    8,963,774
 ING Groep                  362,790(b)   20,589,136
 Instituto Bancario
    San Paolo di Torino   1,322,745(b)   18,536,560
 Israel Chemical          1,600,000(b)    1,919,520
 Johnson Matthey            445,179(b)    4,607,321
 Koor Inds ADR               13,200(b)      326,700
 Korea Electric Power       185,110(b,g)  2,405,762
 Korea Electric Power       172,470(b)    1,713,921
 Lukoil Holding ADR          93,500       6,572,490 
 Mannesmann                   4,200(b)    3,074,278
 Matav ADR                  135,000(b)    4,201,875 
 Michelin Cl B              150,489(b,g)  8,982,352 
 Mosenergo ADR              260,000(b,g)  9,620,000 
 NEC                        487,000(b)    4,897,594
 Newbridge Networks          58,800(b)    1,567,308 
 Nordbanken  Holding        820,996(b,g)  5,441,479
 Northern Telecom            47,600       3,076,150
 Novartis                    11,340(b)   20,069,084
 Otosan Otomobil Sanayii  6,160,000(b)    3,800,665
 Oversea-Chinese Banking    555,440(b)    3,129,723
 Panamerican Beverages ClA   50,000       2,006,250 
 Perez Companc            1,200,000(b)    8,065,210 
 Petro-Canada               442,500       7,904,854
 Petroleo Brasileiro ADR    290,000(b,g)  6,886,252
 Philips Electronics        146,530(b)   10,755,140
 Rhone-Poulenc Cl A         475,476(b)   24,160,294 
 Rohm                        42,000(b)    3,845,548
 Royal Dutch Petroleum      580,000      32,951,249
 Sakura Bank              1,664,000(b,g)  5,906,952
 Samsung Electronics GDR    125,000(b)    3,375,000
 Schlumberger               165,000      12,498,750
 Schweizer Bankgesellschaft  10,359(b)   16,919,587
 Shanghai Industrial
    Holdings              1,558,000(b,g)  6,373,709
 Shell Transport & Trading  922,593(b)    6,761,739
 Singapore Technologies
    Engineering           1,026,000(b)      908,470
 SmithKline Beecham         541,336(b)    6,775,520
 Sony                       100,000(b)    8,480,618
 Sumitomo Realty &
    Development           1,325,000(b)    7,816,053
 Synnex Technology Intl     164,000(b)   $1,037,627
 Telecom Italia           2,196,600(b,g) 13,457,558
 Telecom Italia           2,885,666(b)   22,735,985
 Telecomunicacoes
    Brasileiras-Telebras
    ADR                     200,000      25,962,499
 Telefonica de Argentina
    ADR                     364,000(g)   13,854,750
 Telefonica del Peru ADR     75,000       1,617,188
 Telefonos de Mexico
    ADR Cl L                262,000      14,770,250
 Thai Farmers Bank          724,000(b)    1,807,682
 Tokyo Electron             120,000(b)    4,043,679
 Toronto-Dominion Bank      285,000      12,315,622
 TOTAL Cl B                  81,000(b)    9,724,313
 Unilever                 1,340,560(b)   12,595,347
 United Overseas Bank       398,000(b)    2,205,634
 Vendex Intl                193,000(b)   12,221,636
 Vimpel-Communications
    ADR                      57,000(b)    2,536,500
 Vodafone                   757,311       7,888,379
 Westpac Banking          1,124,000(b)    7,522,775
 Yapi Kredit Finance    175,000,000(b)    6,046,425
 YPF Sociedad Anonima
    ADR                      67,000       2,278,000
 Total                                  765,926,260


 Furniture & appliances - 0.3%
 Maytag                     225,000      10,757,813


 Health care - 5.1%
 ALZA                        97,800(b)    4,382,663
 American Home Products     147,000      14,020,125
 Amgen                      116,000(b)    7,061,500
 Baxter Intl                190,000      10,473,750
 Boston Scientific           91,400(b)    6,169,500
 Bristol-Myers Squibb       215,500      22,479,344
 Guidant                     59,600       4,373,150
 Johnson & Johnson          319,000      23,386,687
 Merck & Co                 233,600      29,988,399
 Pfizer                     229,600      22,888,250
 Schering-Plough            160,000      13,070,000
 Total                                  158,293,368

 Health care services - 0.7%
 HBO & Co                    73,400       4,431,525
 Service Corp Intl          136,400       5,788,475
 Tenet Healthcare           162,000(b)    5,882,625
 United Healthcare          100,000       6,475,000
 Total                                   22,577,625


 Household products - 1.9%
 Colgate-Palmolive          117,000      10,135,125
 Gillette                   172,800      20,509,200
 Procter & Gamble           320,100      27,008,438
 Total                                   57,652,763


 Industrial equipment & services - 0.1%
 Deere & Co                  69,300       4,292,269


 Insurance - 1.0%
 Allstate                    50,000       4,596,875
 American Intl Group         70,000       8,815,625
 SunAmerica                 125,000       5,984,375
 UNUM                       185,670      10,246,663
 Total                                   29,643,538


 Media - 0.8%
 CBS                        398,000      13,507,125
 Clear Channel
    Communications          105,000(b)   10,290,000
 Gannett                     27,000       1,940,625
 Total                                   25,737,750


 Metals - 0.6%
 Aluminum Co of America     158,800      10,927,425
 Reynolds Metals            133,300       8,189,619
 Total                                   19,117,044


 Multi-industry conglomerates - 1.8%
 Cendant                    230,000(b)    9,113,750
 Emerson Electric            45,000       2,933,438
 General Electric           505,600      43,576,400
 Total                                   55,623,588

 Paper & packaging - 0.3%
 Tenneco                    225,000       9,604,688


 Retail - 2.1%
 Consolidated Stores         50,000(b)    2,146,875
 Dayton Hudson              110,000       9,680,000
 Home Depot                 145,000       9,778,438
 Kroger                     220,000(b)   10,161,250
 Penney (JC)                 30,000       2,270,625
 Rite Aid                   180,000       6,165,000
 Wal-Mart Stores            505,200      25,670,475
 Total                                   65,872,663

 Textiles & apparel - 0.2%
 Nike Cl B                  130,000       5,752,500


 Transportation - 0.1%
 Burlington Northern Santa Fe30,000       3,120,000


 Utilities -- electric - 0.2%
 Edison Intl                110,000       3,231,250
 Unicom                      75,000       2,625,000
 Total                                    5,856,250


 Utilities -- gas - 0.6%
 Enron                      405,000      18,781,875


 Utilities -- telephone - 2.7%
 AirTouch Communications    300,000(b)   14,681,250
 Ameritech                  136,000       6,723,500
 AT&T                       255,000      16,734,375
 BellSouth                  111,000       7,499,438
 MCI Communications          94,000       4,653,000
 SBC Communications         154,600       6,744,425
 U S WEST
    Communications          307,000      16,808,249
 WorldCom                   217,000(b)    9,344,563
 Total                                   83,188,800

 Total common stocks
 (Cost: $1,586,959,596)              $1,962,450,304



 Preferred stocks & other - 0.4%
Issuer                       Shares       Value(a)

 Banca Intesa
    Warrants              2,758,882      $4,070,495
 Bar Technologies
    Warrants                  3,000         165,000
 KMC Telecommunications
    Holdings
    Warrants                  3,000       1,762,500
 Martin Media                20,000(k)    2,000,000
 Paxson Communications
    12.50% Pay-in-kind
    Exchangeable             21,110(h)    2,216,550
 Rhone-Poulenc
    Warrants                125,360(c)      705,969
 Unifi Communications
    Warrants                  3,000              30

 Total preferred stocks & other
 (Cost: $6,561,784)                    $10,920,544


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>

      Investments in securities

      Total Return Portfolio

 Bonds - 27.5%

Issuer                                                 Coupon                Principal                 Value(a)
                                                         rate                  amount
<S>                                                         <C>            <C>                      <C>        
 U.S. government obligations - 2.9%
 U.S. Treasury
        04-30-00                                            6.75%          $32,000,000              $32,704,960
        06-30-02                                            6.25             8,000,000                8,166,000
        08-15-04                                            7.25            20,000,000               21,646,200
        08-15-23                                            6.25             9,700,000               10,000,215
        08-15-27                                            6.375           20,000,000(g)            21,142,600
 Total                                                                                               93,659,975


 Mortgage-backed securities - 2.1%
 Federal Home Loan Mtge Corp
        03-01-13                                            5.50            10,890,011               10,502,054
        12-01-25                                            7.50            22,816,746               23,441,469
        10-01-26                                            8.50             3,627,029                3,794,960
        01-01-27                                            8.50             1,911,700                2,000,211
 Federal Natl Mtge Assn
        05-01-24                                            7.50            15,605,908               16,091,720
    Collateralized Mtge Obligation
        05-18-26                                            5.00             9,593,000                8,678,667
 Total                                                                                               64,509,081

 Aerospace & defense - 0.3%
 K&F Inds
    Sr Sub Nts Series B
        10-15-07                                            9.25             1,000,000                1,047,500
 L-3 Communications
    Sr Sub Nts Series B
        05-01-07                                           10.375            1,035,000                1,146,263
 Newport News Shipbuilding
    Sr Nts
        12-01-06                                            8.625              800,000                  853,000
 Northrop-Grumman
        03-01-16                                            7.75             5,000,000                5,443,500
 Total                                                                                                8,490,263

 Airlines - 0.2%
 Northwest Airlines
    Company Guaranty 1st Series 1991
        01-02-15                                            8.07             3,934,345                4,263,177
        01-02-15                                            8.97             1,954,104                2,129,700
 Total                                                                                                6,392,877


 Banks and savings & loans - 1.3%
 CAF
        02-01-03                                            7.10             6,500,000                6,687,785
 First Nationwide Holdings
    Sr Sub Nts
        10-01-03                                           10.625            1,960,000                2,200,100
 Greenpoint Capital
    Company Guaranty
        06-01-27                                            9.10             1,300,000                1,433,393
 Provident Cos
        03-15-38                                            7.41            11,000,000               11,034,540
 Union Planters Bank
    Sub Nts
        03-15-18                                            6.50            10,000,000                9,934,600
 US Trust Capital
        02-01-27                                            8.41             1,500,000(c)             1,632,330

 Washington Mutual Capital
    Company Guaranty
        06-01-27                                            8.375            1,500,000(c)             1,631,565
 Wilshire Financial Services
    Series B
        08-15-04                                           13.00             4,000,000                4,360,000
 Total                                                                                               38,914,313

 Building materials & construction - 0.2%
 AAF-McQuay
    Sr Nts
        02-15-03                                            8.875            2,535,000                2,509,650
 Southdown
    Sr Sub Nts Series B
        03-01-06                                           10.00             2,350,000                2,614,375
 Total                                                                                                5,124,025


 Chemicals - 0.1%
 Polymer Group
    Sr Sub Nts
        03-01-08                                            8.75             4,000,000                4,090,000


 Communications equipment & services - 0.4%
 Interamericas Communications
        10-27-07                                           14.00               500,000(b)               505,000
 NTL
    Zero Coupon
        04-01-08                                           11.48             6,000,000(c,f)           6,576,074
 RCN
    Zero Coupon Sr Disc Nts
        02-15-08                                            9.80             4,800,000(c,f)           3,024,000
 Unifi Communications
    Sr Nts
        03-01-04                                           14.00             3,000,000                2,013,750
 Total                                                                                               12,118,824

 Electronics - 0.1%
 Thomas & Betts
        01-15-06                                            6.50             4,500,000                4,491,270

 Energy - 0.4%
 Forcenergy
    Sr Sub Nts
        11-01-06                                            9.50             1,000,000                1,055,000
 Transamerica Energy
        06-15-02                                           11.50               600,000                  598,500
    Zero Coupon
        06-15-02                                           13.00             1,300,000(f)             1,105,000
 USX
        03-01-08                                            6.85            10,000,000               10,041,900
 Total                                                                                               12,800,400

 Energy equipment & services - 0.2%
 Cliffs Drilling
    Company Guaranty Series D
        05-15-03                                           10.25             3,000,000                3,255,000

 DI Inds
    Sr Nts
        07-01-07                                            8.875            1,500,000                1,552,500
 Total                                                                                                4,807,500


 Financial services - 0.9%
 Arcadia Financial
    Sr Nts
        03-15-07                                           11.50             1,825,000                1,815,875
 Beneficial
    Medium-term Nts
        02-18-13                                            6.25            10,000,000                9,875,300
 DTI Holdings
        03-01-08                                           12.50             6,120,000(c)             3,595,500
 Providian Natl Bank
    Sr Nts
        03-15-03                                            6.70            10,000,000               10,028,600
 Sasco
        02-25-28                                            6.76             2,500,000                2,515,234
 Total                                                                                               27,830,509

 Food - 0.1%
 Ameriserve Food
    Company Guaranty
        07-15-07                                           10.125            1,750,000                1,887,813


 Foreign - 8.2%(j)
 Airplanes GPA Cl D
    (U.S. Dollar) Series 1
        03-15-19                                           10.875            2,750,000                3,067,735
 Argentine Republic
    (U.S. Dollar)
        03-31-23                                            5.50            28,000,000               21,419,999
 Australis Media
    (U.S. Dollar)
        11-01-00                                           14.00               454,044                  321,869
    (U.S. Dollar) Zero Coupon
        05-15-03                                            5.30             5,000,000(f)             1,250,000
        05-15-03                                            5.30                40,885(f)                10,272
 City of Moscow
    (Russian Ruble) Zero Coupon
        07-01-98                                           22.80             5,018,918(e)             4,630,454
        12-31-98                                           21.80             6,153,151(e)             5,146,496
    (U.S. Dollar)
        05-31-00                                            9.50             3,000,000(c)             2,955,000
 Comp Paranaense De Energ
    (U.S. Dollar)
        05-02-05                                            9.75             2,000,000(c)             2,025,000
 Dao Heng Bank
    (U.S. Dollar) Sub Nts
        01-24-07                                            7.75             2,500,000(c)             2,277,850
 Daya Guna
    (U.S. Dollar) Company Guaranty
        06-01-07                                           10.00             2,400,000(c)             2,136,000
 Delphes  2
    (U.S. Dollar)
        05-05-09                                            7.75             3,700,000                3,737,000
 Doman Inds
    (U.S. Dollar) Sr Nts Series B
        11-15-07                                            9.25%           $2,300,000               $2,317,250
 Equador
    (U.S. Dollar)
        02-27-15                                            6.69             3,338,010                2,150,930
 Espirito Santo Centrais
    (U.S. Dollar) Sr Nts
        07-15-07                                           10.00             3,000,000(c)             2,940,000
 Globo Communicacoes Participacoes
    (U.S. Dollar) Sr Nts
        12-05-08                                           10.625            2,275,000(c)             2,320,500
 Govt of Algeria
    (U.S. Dollar) Zero Coupon
        12-31-20                                            1.27             2,675,000(e)             1,693,623
 Govt of Russia
    (Russian Ruble)
        09-27-00                                           14.00            19,002,914                2,391,725
    (U.S. Dollar)
        07-28-00                                           10.375            4,000,000                3,620,000
    (U.S. Dollar) Zero Coupon
        12-29-49                                            6.60             2,500,000(e)             1,767,200
 Greater Beijing
    (U.S. Dollar) Sr Nts
        06-15-04                                            9.25             1,200,000(c)               979,488
        06-15-07                                            9.50             1,400,000(c)             1,127,742
 Grupo Iusacell
    (U.S. Dollar)
        07-15-04                                           10.00             1,000,000                1,042,500
 Grupo Televisa
    (U.S. Dollar) Sr Nts Series A
        05-15-03                                           11.375            2,750,000                3,031,875
 Guangdong Enterprises
    (U.S. Dollar) Sr Nts
        05-22-07                                            8.875            2,200,000(c)             1,948,298
 Hutchison Whampo Finance
    (U.S. Dollar) Company Guaranty
        08-01-17                                            7.45             1,000,000(c)               908,900
        08-01-27                                            7.50             1,650,000(c)             1,489,571
 Hyundai Semiconductor
    (U.S. Dollar) Sr Nts
        05-15-07                                            8.625            5,000,000(c)             4,165,450
 Imexsa Export Trust
    (U.S. Dollar)
        05-31-03                                           10.125            3,000,000(c)             3,142,500
 IPC Magazines Group
    (British Pound)
        03-15-08                                           15.90             1,875,000(c)             3,113,910
    (British Pound) Zero Coupon
        03-15-08                                           17.76             2,000,000(c,e)           1,982,860
 Jasmine Submarine Telecom
    (U.S. Dollar) Sr Nts
        05-30-11                                            8.48             1,273,610(c)             1,087,816
 Korea Electric Power
    (U.S. Dollar)
        02-01-27                                            7.00            12,500,000               10,731,375
 MDC Communications
    (U.S. Dollar) Sr Sub Nts
        12-01-06                                           10.50             1,000,000                1,078,750
 Mexican Cetes
    (Mexican Peso) Zero Coupon
        06-04-98                                           23.32%           12,775,000(e)            $1,541,176
 Ministry Finance Russia
    (U.S. Dollar)
        11-27-01                                            9.25               850,000(c)               831,406
        06-26-07                                           10.00            17,500,000(c)            16,657,812
 Nationwide CSN Trust
    (U.S. Dollar)
        02-15-25                                            9.875            5,000,000(c)             5,983,850
 Netia Holdings
    (U.S. Dollar) Company Guaranty
        11-01-07                                           10.25             6,000,000(c)             6,180,000
 Philippine Long Distance Telephone
    (U.S. Dollar)
        03-06-07                                            7.85             1,250,000(c)             1,157,688
    (U.S. Dollar) Medium-term Nts Series E
        03-06-17                                            8.35             1,000,000(c)               899,080
 Pindo Deli Finance Mauritius
    (U.S. Dollar) Company Guaranty
        10-01-07                                           10.75             1,300,000(c)             1,069,250
 PLD Telekom
    (U.S. Dollar) Zero Coupon
        06-01-04                                            3.73             3,000,000(e)             3,000,000
 Plitt Theatres
    (U.S. Dollar) Sr Sub Nts
        06-15-04                                           10.875            5,000,000                5,437,500
 Poland Telecom Finance
    (U.S. Dollar)
        12-01-07                                           14.00             5,500,000(c)             6,118,750
 Province of Mendoza
    (U.S. Dollar)
        09-04-07                                           10.00             2,000,000(c)             1,946,520
 PTC Intl Finance
    (U.S. Dollar) Zero Coupon Company Guaranty
        07-01-07                                           10.75             2,000,000(e)             1,370,000
 Republic of Argentina
    (Argentine Peso)
        07-10-02                                            8.75            18,000,000(c)            16,667,999
        02-12-07                                           11.75            13,000,000               13,503,749
    (U.S. Dollar)
        07-10-02                                            8.750           10,000,000                9,260,000
 Republic of Brazil
    (U.S. Dollar)
        04-15-14                                            8.00             5,701,300                4,778,402
        05-15-27                                           10.125           10,500,000               10,473,750
 Republic of Panama
    (U.S. Dollar)
        02-13-02                                            7.875            1,000,000(c)             1,008,140
 Rogers Cantel
    (U.S. Dollar)
        06-01-08                                            9.375            2,800,000                2,968,000
 Southern Peru Copper
    (U.S. Dollar)
        05-30-07                                            7.90             1,000,000                1,022,020
 Tatneft Finance
    (U.S. Dollar) Company Guaranty
        10-29-02                                            9.00             2,000,000(c)             1,852,980
 Texon Intl
    (Deutsche Mark) Sr Nts
        02-01-08                                            3.09             4,000,000                2,248,880
 Tjiwi Kimia FN Mauritius
    (U.S. Dollar) Company Guaranty
        08-01-04                                           10.00%           $2,900,000               $2,392,500
 United Mexican States
    (U.S. Dollar)
        12-31-19                                            6.25            25,000,000               21,156,250
 Veninfotel
    (U.S. Dollar) Cv Pay-in-kind
        03-01-02                                           10.00             2,000,000(h,k)           3,000,000
        03-01-02                                           10.00               250,000(h,k)             375,000
 Veritas Holdings
    (U.S. Dollar) Sr Nts
        12-15-03                                            9.625            1,273,000                1,366,884
 Zhuhai Highway
    (U.S. Dollar) Sub Nts
        07-01-08                                           11.50             5,000,000(c)             4,752,850
 Zurich Capital
    (U.S. Dollar) Company Guaranty
        06-01-37                                            8.38             1,875,000(c)             2,048,231
 Total                                                                                              255,078,605


 Furniture & appliances - 0.2%
 Interface
    Sr Sub Nts Series B
        11-15-05                                            9.50             2,500,000                2,687,500
 Lifestyle Furnishings
    Company Guaranty
        08-01-06                                           10.875            3,250,000                3,644,063
 Total                                                                                                6,331,563


 Health care - 0.5%
 Baxter Intl
        02-15-28                                            6.625           10,000,000                9,776,400
 Lilly (Eli)
        01-01-36                                            6.77             5,000,000                5,131,150
 Total                                                                                               14,907,550


 Health care services - 1.0%
 Magellan Health Services
    Sr Sub Nts
        02-15-08                                            9.00             2,500,000(c)             2,531,250
 Manor Care
    Sr Nts
        06-15-06                                            7.50             7,000,000                7,433,930
 Owens & Minor
    Company Guaranty
        06-01-06                                           10.875            3,200,000                3,580,000
 Service Corp Intl
        03-15-20                                            6.30            11,850,000               11,809,710
 Vencor
    Sr Sub Nts
        07-15-07                                            8.625            4,000,000                4,500,000
 Total                                                                                               29,854,890


 Household products - 0.2%
 Revlon Consumer Products
    Sr Nts
        02-01-06                                            8.125            5,000,000(c)             5,075,000


 Industrial equipment & services - 0.8%
 AGCO
    Sr Sub Nts
        03-15-06                                            8.50             2,800,000                2,912,000
 Alliance Imaging
    Sr Sub Nts
        12-15-05                                            9.625            5,000,000                5,225,000
 Chattem
    Sr Sub Nts
        04-01-08                                            8.875            2,200,000(c)             2,233,000
 Concentric Network
        12-15-07                                           12.75             3,800,000                4,370,000
 Imperial Holly
    Company Guaranty
        12-15-07                                            9.75             3,400,000                3,510,500
 Jorgensen (Earle M)
    Sr Nt
        04-01-05                                            9.50             1,225,000(c)             1,240,313
 Packaged Ice
    Sr Nt
        02-01-05                                            9.75             3,500,000(c)             3,578,750
 Purina Mills
    Sr Sub Nts
        03-15-10                                            9.00             1,475,000(c)             1,526,625
 Total                                                                                               24,596,188

 Insurance - 0.6%
 American United Life Insurance
        03-30-26                                            7.75             5,000,000(c,k)           5,145,350
 Executive Risk Capital
    Company Guaranty Series B
        02-01-27                                            8.675            1,500,000                1,660,620
 Metropolitan Life Insurance
        11-01-25                                            7.80             4,800,000(c)             5,209,872
 Minnesota Mutual Life
        09-15-25                                            8.25             4,500,000(c)             5,157,360
 Total                                                                                               17,173,202

 Leisure time & entertainment - 1.3%
 Icon Fitness
    Zero Coupon Sr Disc Nts Series B
        11-15-06                                           15.76            10,500,000(e)             6,168,750
 Mirage Resorts
        02-01-08                                            6.75             8,750,000                8,737,838
 Speedway Motorsports
        08-15-07                                            8.50             2,000,000                2,087,500
 Time Warner
        02-01-24                                            7.57            11,875,000               12,573,368
        01-15-28                                            6.95             5,000,000                4,876,600
 Venetian Casino/LV Sands
    Mtge
        11-15-04                                           12.25             3,940,000(c)             4,077,900
    Sr Sub Nts
        11-15-05                                           10.00             3,000,000(c)             2,846,250
 Total                                                                                               41,368,206
 Media - 0.7%
 CSC Holdings
    Sr Sub Debs
        05-15-16                                           10.50%           $3,000,000               $3,510,000
 Heritage Media
    Sr Sub Nts
        02-15-06                                            8.75             5,000,000                5,362,500
 Lamar Advertising
    Company Guaranty
        12-01-06                                            9.625              800,000                  872,000
 Liberty Group
    Sr Sub Nts
        02-01-08                                            9.375            3,750,000                3,843,750
 News America Holdings
        10-15-12                                           10.125            2,175,000                2,531,809
 TCI Communications
        08-01-15                                            8.75             5,000,000                5,803,200
 Total                                                                                               21,923,259


 Metals - 0.2%
 Bar Technologies
    Company Guaranty
        04-01-01                                           13.50             3,000,000(c)             3,307,500
 EnviroSource
    Sr Nts
        06-15-03                                            9.75             1,300,000(c)             1,329,250
        06-15-03                                            9.75               530,000                  541,925
 Total                                                                                                5,178,675

 Miscellaneous - 0.8%
 Adams Outdoor Advertising
    Sr Nts
        03-15-06                                           10.75             3,900,000                4,319,250
 BTI Telecommunications
    Sr Nts
        09-15-07                                           10.50             1,150,000                1,170,125
 FCB/NC Capital
    Company Guaranty
        03-01-28                                            8.05             4,625,000                4,681,748
 Michael Petroleum
    Sr Nts
        04-01-05                                           11.50             1,250,000(c)             1,235,938
 MSX Intl
    Sr Sub Nts
        01-15-08                                           11.375            2,450,000                2,548,000
 NSM Steel
        02-01-08                                           12.25             4,300,000                4,149,500
    Company Guaranty
        02-01-06                                           12.00             4,350,000                4,197,750
 Outsourcing Solutions
    Sr Sub Nts Series B
        11-01-06                                           11.00             1,075,000                1,183,844
 SFX Entertainment
    Sr Sub Nts
        02-01-08                                            9.125            2,400,000                2,376,000
 Total                                                                                               25,862,155

 Multi-industry conglomerates - 0.2%
 Pierce Leahy
    Sr Sub Nts
        07-15-06                                           11.125              488,000(c)               557,540
 Prime Succession
    Sr Sub Nts
        08-15-04                                           10.75             1,275,000                1,402,500
 USI American Holdings
    Sr Nts Series B
        12-01-06                                            7.25             3,000,000                3,030,240
 Total                                                                                                4,990,280

 Municipal bonds - 0.1%
 New Jersey Economic Development
    Authority State Pension Funding
    Revenue Bonds (MBIA Insured)
        02-15-29                                            7.425            3,000,000                3,274,800

 Paper & packaging - 0.5%
 Gaylord Container
    Sr Nts
        06-15-07                                            9.375            9,000,000(c)             9,067,500
        06-15-07                                            9.75             1,300,000                1,339,000
 Owens-Illinois
    Sr Nts
        05-15-04                                            7.85             2,000,000                2,090,240
 Silgan Holdings
        06-01-09                                            9.00             2,050,000                2,147,375
 Stone Container
    Sr Sub Deb
        04-01-02                                           12.25             1,000,000                1,030,000
 Total                                                                                               15,674,115


 Restaurants & lodging - 0.3%
 MGM Grand
        02-06-08                                            6.875           10,000,000                9,820,500

 Retail - 0.9%
 Dayton Hudson
        12-01-22                                            8.50             2,500,000                2,710,900
 Great Atlantic & Pacific Tea
        04-15-07                                            7.75            10,000,000               10,751,700
 Kroger
    Sr Nts
        07-15-06                                            8.15             5,000,000                5,443,750
 Wal-Mart CRAVE Trust
        07-17-06                                            7.00             8,961,293(c)             9,192,673
 Total                                                                                               28,099,023

 Textiles & apparel - 0.1%
 Pillowtex
    Sr Sub Nts
        12-15-07                                            9.00             2,500,000(c)             2,615,625

 Transportation - 0.4%
 Enterprise Rent-A-Car USA Finance
        02-15-08                                            6.80            10,000,000                9,957,000
    Company Guaranty Medium-term Nts
        01-15-06                                            6.95             3,000,000(c)             3,069,000
 Total                                                                                               13,026,000


 Utilities -- electric - 0.7%
 AES
    Sr Sub Nts
        11-01-07                                            8.50             3,200,000                3,312,000
 Cleveland Electric Illuminating
        07-01-00                                            7.19             3,000,000                3,049,020
 CMS Energy
    Sr Nts
        05-15-02                                            8.125            2,900,000                2,982,331
 El Paso Electric
        1st Mtge Series B
        05-01-01                                            7.75             5,000,000                5,137,850
 Public Services Electric & Gas
        1st & Ref Mtge
        01-01-16                                            6.75             7,365,000                7,447,709
 Total                                                                                               21,928,910


 Utilities -- gas - 0.2%
 Columbia Gas System
    Series E
        11-28-10                                            7.32             5,043,000                5,199,837


 Utilities -- telephone - 0.5%
 Geotek Communications
    Cv Sr Sub Nts
        02-15-01                                           12.00             2,485,000(k)             1,739,500
 Intermedia Communications
    Sr Nts Series B
        11-01-07                                            8.875            1,600,000                1,716,000
 McLeod USA
    Sr Nts
        03-15-08                                            8.375            2,300,000(c)             2,386,250
 Omnipoint
    Sr Nts
    08-15-06                                               11.625            5,000,000                5,525,000
 Worldcom
    04-01-07                                                7.75             3,000,000                3,246,000
 Total                                                                                               14,612,750


 Total bonds
 (Cost: $834,135,549)                                                                              $851,707,983



 Options purchased - 0.8%

Issuer                                 Number of            Exercise          Expiration               Value(a)
                                          shares               price               date

 Call
 Russell 2000                            350,000                $438           Dec. 1998            $23,548,000
 Total options purchased
 (Cost: $12,524,889)                                                                                $23,548,000


</TABLE>

<PAGE>


 Short-term securities - 12.0%(l)
Issuer      Annualized          Amount     Value(a)
              yield on      payable at
               date of        maturity
              purchase

 U.S. government agencies - 0.6%
 Federal Home Loan Bank Disc Nt
    04-13-98     5.48%    $2,100,000     $2,096,178
 Federal Home Loan Mtge Corp Disc Nts
    04-16-98     5.47      1,100,000      1,097,502
    04-20-98     5.49      1,100,000      1,096,824
    04-21-98     5.48      7,000,000      6,978,767
 Federal Natl Mtge Assn Disc Nt
    04-20-98     5.49      6,900,000      6,880,044
 Total                                   18,149,315


 Commercial paper - 11.0%
 ABB Treasury Center USA
    04-28-98     5.56     10,000,000(d)   9,958,450
 BBV Finance (Delaware)
    04-08-98     5.54      4,200,000      4,195,492
 Bell Atlantic
    04-03-98     5.54     12,100,000     12,096,282
    04-07-98     5.54      5,800,000      5,794,664
 Beneficial
    05-18-98     5.57      7,000,000      6,949,462
 CAFCO
    04-20-98     5.55      7,500,000(d)   7,478,110
    04-29-98     5.57      5,900,000(d)   5,874,577
 Ciesco LP
    04-15-98     5.56     11,400,000     11,375,484
    04-20-98     5.54     10,200,000     10,170,392
    04-24-98     5.55      3,900,000      3,886,246
    05-14-98     5.54      3,200,000(d)   3,178,978
 CIT Group Holdings
    04-24-98     5.56     10,000,000      9,964,733
 Commercial Credit
    04-16-98     5.53     10,000,000      9,977,125
 Commerzbank U.S. Finance
    05-01-98     5.58      4,400,000      4,379,613
 Consolidated Natural Gas
    04-27-98     5.56     10,000,000      9,959,989
 Daimler-Benz
    04-23-98     5.52     13,800,000     13,753,785
 Delaware Funding
    04-17-98     5.54      9,100,000(d)   9,076,264
 Dresdner US Finance
    04-02-98     5.59      9,000,000      8,998,607
 Ford Motor Credit
    04-09-98     5.57     15,000,000     14,981,534
 Heinz (HJ)
    04-22-98     5.54     10,000,000      9,967,917
 Household Finance
    04-20-98     5.56      7,500,000      7,478,110
    04-24-98     5.57      8,300,000      8,270,676
    05-13-98     5.56     15,000,000     14,903,400
 Intl Lease Finance
    04-08-98     5.54      4,400,000      4,395,277
 Kredietbank North America Finance
    05-04-98     5.55     12,500,000     12,433,341
    05-08-98     5.50     10,000,000      9,943,472
 Morgan Stanley, Dean Witter, Discover & Co
    05-05-98     5.56      7,800,000      7,759,336
 Natl Australia Funding (Delaware)
    05-11-98     5.54      5,700,000      5,665,167
        NBD Bank Canada

    04-13-98     5.56      2,100,000      2,096,122
 New Center Asset Trust
    04-09-98     5.55     10,000,000      9,987,733
    04-14-98     5.52     15,000,000     14,970,317
 Novartis Finance
    04-08-98     5.52      4,200,000      4,194,465
 Paccar Financial
    04-14-98     5.54      5,000,000      4,990,033
    04-22-98     5.56      4,700,000      4,684,811
 Reed Elsevier
    05-11-98     5.54      3,600,000(d)   3,578,000
 SBC Communications Capital
    04-23-98     5.53%   $10,000,000(d)  $9,966,450
 Toyota Motor Credit
    05-01-98     5.58      8,400,000      8,361,150
 USAA Capital
    04-22-98     5.55      8,000,000      7,974,287
 Westpac Capital
    04-07-98     5.57     16,700,000     16,684,581
 Xerox Credit
    04-01-98     5.51      9,000,000      9,000,000
 Total                                  339,354,432


 Letter of credit - 0.4%
 Bank of America-
 AES Hawaii
    04-16-98     5.55%   $12,600,000    $12,570,967


 Total short-term securities
 (Cost: $370,080,953)                  $370,074,714


 Total investments in securities
 (Cost $2,810,262,771)(m)           $3,218,701,545


See accompanying notes to investments in securities.



 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing.

(c)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(d) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(f) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed  represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(g)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(h) Pay-in-kind  securities are securities in which the issuer has the option to
make  interest or dividend  payments in cash or in  additional  securities.  The
securities  issued  as  interest  or  dividends  usually  have the  same  terms,
including maturity date, as the pay-in-kind securities.

(i) Investments  representing 5% or more of the outstanding voting securities of
the issuer.  Transactions  with companies that are or were affiliates during the
six months ended March 31, 1998 are as follows:

Issuer             Beginning  Purchase  Sales     Ending   Dividend    Value(a)
                                  cost   cost     cost         cost      income
China North Inds $13,079,176       $--    $--  $13,079,176      $--  $3,877,500


(j) Foreign  security values are stated in U.S.  dollars.  For debt  securities,
principal amounts are denominated in the currency indicated.

(k) Identifies issues considered to be illiquid as to their  marketability  (see
Note  1 to the  financial  statements).  Information  concerning  such  security
holdings at March 31, 1998, is as follows:

Security                          Acquisition                        Cost
                                        dates

American United Life*
   7.75% 2026                        2-13-96                   $5,000,000
Geotek Communications
   12.00% 2001 Cv Sr Sub Nts          3-4-96                    2,485,000
Martin Media                         12-22-97                   2,000,000
Veninfotel
   10.00% 2002
   (U.S. Dollar) Cv Pay-in-kind    03-05-97 through 07-23-97    2,250,000

*Represents a security sold under Rule 144A,  which is exempt from  registration
under the Securities Act of 1933, as amended.

(l) At March 31, 1998,  cash or short-term  securities  were designated to cover
open put options written as follows:

Issuer             Shares       Exercise      Expiration              Value(a)
                                   price            date
Russell 2000      350,000            $38       Dec. 1998            $3,829,000


(m) At March 31, 1998, the cost of securities for federal income tax purpose was
approximately  $2,809,965,000  and the approximate  aggregate  gross  unrealized
appreciation and depreciation based on that cost was:



Unrealized appreciation....................................$457,221,000
Unrealized depreciation.................................... (48,484,000)
Net unrealized appreciation................................$408,737,000

<PAGE>


          Board members and officers

                 Independent board members and officers

Chairman         William  R.  Pearce*  
of the board     Chairman of the board,  Board  Services  Corporation  (provides
                 administrative  services to boards  including the boards of the
                 IDS and IDSLife funds and Master Trust portfolios).
               
                 H.  Brewster  Atwater,  Jr. 
                 Former  chairman and chief  executive  officer,  General Mills,
                 Inc.
      
                 Lynne  V.  Cheney  
                 Distinguished fellow,  American Enterprise Institute for Public
                 Policy Research.
      
                 Heinz F. Hutter
                 Former president and chief operating officer, Cargill, Inc.
      
                 Anne P. Jones 
                 Attorney and telecommunications consultant.
  
                 Alan K. Simpson
                 Former United States senator for Wyoming.
      
                 Edson W. Spencer
                 Former chairman and chief executive officer, Honeywell, Inc.
      
                 Wheelock Whitney 
                 Chairman, Whitney Management Company.
      
                 C. Angus Wurtele 
                 Chairman of the board, The Valspar Corporation.

                 Officer

Vice president,  Leslie L. Ogg*
general counsel  President,  treasurer and corporate secretary of Board Services
and secretary    Corporation.


                 Board members and officers associated with AEFC

President        John R. Thomas*                
                 Senior vice president, AEFC. 
                 
                 William  H.  Dudley*  
                 Senior  advisor  to the  chief  executive officer, AEFC.
      
                 David R. Hubers*
                 President and chief executive officer, AEFC.
      

                 Officers associated with AEFC

Vice president   Peter J. Anderson*
                 Senior vice  president,  AEFC
      
Treasurer        Matthew N. Karstetter*     
                 Vice president, AEFC  

* Interested person as defined by the Investment Company Act of 1940.

<PAGE>
IDS mutual funds

Global/International funds

Funds in this group seek capital growth and/or income by investing primarily in
foreign securities. Foreign investments may be subject to currency fluctuations
and political and economic risks of the countries in which the investments are
made. They are high risk mutual funds with a potential for high reward.

IDS Emerging Markets Fund

Invests in a Portfolio comprised primarily of stocks of companies in developing
countries throughout the world that are believed to offer growth potential.
Seeks to provide long-term growth of capital.

(icon of) world with countries

IDS Global Growth Fund

Invests in a Portfolio comprised primarily of stocks of companies throughout the
world that are positioned to meet market needs in a changing world economy.
These companies offer above-average potential for long-term growth.

(icon of) world

IDS International Fund

Invests primarily in common stocks of foreign companies that offer potential for
superior growth. The Fund may invest up to 20% of its assets in the U.S. market.

(icon of) three flags

IDS Global Balanced Fund

Invests in stocks and bonds in, for the most part, major markets throughout the
world, including the U.S. Seeks to provide a balance of growth of capital and
current income.

(icon of) scale of globes

IDS Global Bond Fund

Invests in a Portfolio comprised primarily of debt securities of U.S. and
foreign issuers to seek high total return through income and growth of capital.

(icon of) globe

Growth funds

Funds in this group seek capital growth, primarily from common stocks. They are
high risk mutual funds with a potential for high reward.

IDS Precious Metals Fund

Invests primarily in the securities of foreign or domestic companies that
explore for, mine and process or distribute gold and other precious metals. A
highly aggressive and speculative fund that seeks long-term growth of capital.

(icon of) cart of precious gems

IDS Discovery Fund

Invests in small- and medium-size, growth-oriented companies emphasizing
technological innovation and productivity enhancement. Buys and holds larger
growth-oriented stocks.

(icon of) ship

IDS Small Company Index Fund

Invests in all or a representative group of the equity securities comprising the
S&P SmallCap 600 Index, as it strives to provide long-term capital appreciation.

(icon of) building

IDS Strategy Aggressive Fund

Invests primarily in common stocks of companies that are selected for their
potential for above-average growth. Above-average means that their growth
potential is better, in the opinion of the portfolio's investment manager, than
the Standard & Poor's Corporation (S&P) 500 Stock Index.

(icon of) chess piece

IDS Research Opportunities Fund

Invests in a Portfolio comprised primarily of equity securities of companies
included in the S&P 500 Index that are believed to have strong growth potential.
The Portfolio is managed using a research methodology by the Research Department
of AEFC. Goal is long-term appreciation.

(icon of) magnifying glass

IDS Growth Fund

Invests in a Portfolio comprised primarily of companies that have above-average
potential for long-term growth as a result of new management, marketing
opportunities or technological superiority.

(icon of) trees

IDS New Dimensions Fund

Invests in a Portfolio comprised primarily of companies with
significant growth potential due to superiority in
technology, marketing or management. The Fund frequently
changes its industry mix.

(icon of) dimension

IDS Progressive Fund

Invests primarily in undervalued common stocks. The Fund holds stocks for the
long term with the goal of capital growth.

(icon of) shooting star

Growth & income funds

These funds focus on securities of medium to large,  well-established  companies
that offer long-term growth of capital and reasonable  income from dividends and
interest.  Foreign  investments  may be subject  to  currency  fluctuations  and
political and economic risks of the countries in which the investments are made.


IDS Equity Select Fund

Invests primarily in a combination of moderate growth stocks, higher-yielding
equities and bonds. Seeks growth of capital and income.

(icon of) three pine trees

IDS Blue Chip Advantage Fund

Invests in selected stocks from a major market index. Securities purchased are
those recommended by our research analysts as the best from each industry
represented on the index. Offers potential for long-term growth as well as
dividend income.

(icon of) ribbon

IDS Managed Allocation Fund

Invests in a Portfolio comprised primarily of U.S. equity securities, U.S. and
foreign debt securities, foreign equity securities and money market instruments.
The Fund provides diversification among these major investment categories and
has a target mix that represents the way the Fund's investments will be
allocated over the long term. Seeks maximum total return.

(icon of) gyroscope

IDS Stock Fund

Invests  in a  Portfolio  comprised  primarily  of  common  stock  of  companies
representing  many sectors of the economy.  Seeks  current  income and growth of
capital.

(icon of) building with columns

IDS Equity Value Fund

Invests primarily in undervalued common stocks that offer potential for growth
of capital and income.

(icon of) three growing flowers

IDS Utilities Income Fund

Invests primarily in the stocks of public utility companies to seek high current
income and growth of income and capital with reduced volatility.

(icon of) light bulb

IDS Diversified Equity Income Fund

Invests in a Portfolio comprised primarily in high-yielding common stocks to
seek high current income and, secondarily, to benefit from the growth potential
offered by stock investments.

(icon of) two puzzle pieces

IDS Mutual

Invests in a Portfolio which seeks to balance between common stocks and senior
securities (preferred stocks and bonds). Seeks a balance of growth of capital
and current income.

(icon of) scale of justice

Income funds

The funds in this group invest their assets primarily in corporate bonds or
government securities to seek interest income. Secondary objective is capital
growth. Risk varies by bond quality.

IDS Extra Income Fund

Invests in a Portfolio comprised mainly of long-term, high-yielding corporate
fixed-income securities in the lower rated, higher risk bond categories to seek
high current income. Secondary objective is capital growth.

(icon of) two coins

IDS Bond Fund

Invests mainly in corporate bonds, at least 50% in the higher rated, lower risk
bond categories, or the equivalent, and in government bonds.

(icon of) Greek column

IDS Selective Fund

Invests in a Portfolio comprised primarily of high-quality corporate bonds and
other highly rated debt instruments including government securities and
short-term investments. Seeks current income and preservation of capital.

(icon of) skyline

IDS Federal Income Fund

Invests in a Portfolio comprised primarily of securities issued or guaranteed as
to the timely payment of principal and interest by the U.S. government, its
agencies and instrumentalities. Seeks a high level of current income and safety
of principal consistent with its type of investments.

(icon of) shield with eagle head

Tax-exempt income funds

These funds provide tax-free income by investing in municipal bonds. The income
is generally free from federal income tax, but a portion of the income may be
subject to state and local taxes. Risk varies by bond quality.

IDS Tax-Exempt Bond Fund

Invests mainly in bonds and notes of state or local government units, with at
least 75% in the four highest rated, lowest risk bond categories.

(icon of) shield with Greek column

IDS Insured Tax-Exempt Fund

Invests primarily in municipal securities that are insured as to the timely
payment of principal and interest. The insurance feature minimizes credit risk
of the Fund but does not guarantee the market value of the Fund's shares.

(icon of) shield with star

IDS State Tax-Exempt Funds
(CA, MA, MI, MN, NY, OH)

Invests primarily in high- and medium-grade municipal securities to provide
income to residents of each respective state that is exempt from federal, state
and local income taxes. (New York is the only state that is exempt at the local
level.)

(icon of) shield with U.S. enclosed

IDS High Yield Tax-Exempt Fund

Invests in a Portfolio comprised primarily of medium- and lower-quality
municipal bonds and notes. Lower-quality securities generally involve greater
risk of principal and income.

(icon of) shield with basket of apples enclosed

IDS Intermediate Tax-Exempt Fund

Invests in mainly investment-grade bonds and other debt securities with
intermediate-term maturities issued by state and local government units. Goal is
to seek a high level of current income exempt from federal taxes.

(icon of) shield with tree enclosed



Money market funds

These  money  market  funds have  three main  goals:  conservation  of  capital,
constant liquidity and the highest possible current income consistent with these
objectives.  An investment in these funds is neither  insured nor  guaranteed by
the U.S. government, and there can be no assurance that these funds will be able
to maintain a stable net asset value of $1.00 per share. Very limited risk.

IDS Cash Management Fund

Invests in such money market securities as high quality commercial paper,
bankers' acceptances, certificates of deposit (CDs) and other bank securities.

(icon of) piggy bank

IDS Tax-Free Money Fund

Invests primarily in short-term bonds and notes issued by state and local
governments to seek high current income exempt from federal income taxes.

(icon of) shield with piggy bank enclosed

For more complete information about any of these funds, including charges and   
expenses, you can obtain a prospectus by contacting your financial advisor or
writing to American Express Shareholder Service, P.O. Box 534, Minneapolis, MN
55440-0534. Read it carefully before you invest or send money.

<PAGE>

Quick telephone reference

American Express            Redemptions and exchanges,       National/Minnesota 
Financial Advisors          dividend payments or                   800-437-3133
Telephone Transaction       reinvestments and automatic
Service                     payment arrangements           Mpls./St. Paul area:
                                                                       671-3800



TTY Service                 For the hearing impaired               800-846-4852




American Express            Automated account information          800-862-7919
Financial Advisors          (TouchTone(R) phones only),           
Easy Access Line            including current fund prices
                            and performance, account values 
                            and recent account transactions           



AMERICAN EXPRESS Financial Advisors


IDS Fund
IDS Tower 10
Minneapolis, MN 55440-0010


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