SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 (File No. 333-32350) [X]
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AXP MANAGED SERIES, INC.
IDS Tower 10
Minneapolis, MN 55440-0010
Leslie L. Ogg
901 S. Marquette Avenue, Suite 2810
Minneapolis, MN 55402-3268
(612) 330-9283
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Part A is incorporated by reference to Registrant's Pre-Effective Amendment No.
1 to Registration Statement No. 333-32350 filed on or about April 17, 2000.
Part B is incorporated by reference to Registrant's Pre-Effective Amendment No.
1 to Registration Statement No. 333-32350 filed on or about April 17, 2000.
<PAGE>
PART C. OTHER INFORMATION
Item 15. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
Item 16. Exhibits
(1) Articles of Incorporation, as amended December 13, 1988, filed
electronically as Exhibit 1 to Registrant's Post-Effective Amendment
No. 9 to Registration Statement No. 2-93801, are incorporated by
reference.
(2) By-laws, as amended January 10, 1996, filed electronically, as Exhibit
2 to Registrant's Post-Effective Amendment No. 25 to Registration
Statement No. 2-93801, are incorporated by reference.
(3) Voting Trust Agreement: Not Applicable.
(4) Form of Agreement and Plan of Reorganization, dated March 10, 2000,
filed electronically as Exhibit 1 to Part A of Registrant's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-32350,
filed on or about April 17, 2000, is incorporated by reference.
(5) Stock Certificate for common stock, filed as Exhibit No. 4 to
Registration Statement No. 2-93801, is incorporated by reference.
(6)(a) Investment Management Services Agreement, dated July 1, 1999 between
Growth and Income Trust and American Express Financial Corporation,
was filed electronically as Exhibit (d) to Growth and Income Trust
Post-Effective Amendment No. 6 to Registration Statement No. 811-7393
on or about Nov. 29, 1999.
(6)(b) Addendum to the Investment Sub-Advisory Agreement, dated July 1, 1999
between American Express Financial Corporation and Kenwood Capital
Management LLC, was filed as Exhibit (d)(2) to Growth and Income Trust
Post-Effective Amendment No. 6 to Registration Statement No. 811-7393
on or about Nov. 29, 1999.
(7) Distribution Agreement, dated July 8, 1999, between AXP Utilities
Income Fund, Inc. and American Express Financial Advisors Inc. is
incorporated by reference to Exhibit (e) to AXP Utilities Income Fund,
Inc. Post-Effective Amendment No. 22, to Registration Statement File
No. 33-20872 filed on or about August 27, 1999. Registrant's
Distribution Agreement differs from the one incorporated by reference
only by the fact that Registrant is one executing party.
(8) All employees are eligible to participate in a profit sharing plan.
Entry into the plan is Jan. 1 or July 1. The Registrant contributes
each year an amount up to 15 percent of their annual salaries, the
maximum deductible amount permitted under Section 404(a) of the
Internal Revenue Code.
(9)(a) Custodian Agreement between Registrant and American Express Trust
Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to
Registrant's Post-Effective Amendment No. 26 to Registration Statement
No. 2-93801, is incorporated by reference.
(9)(b) Addendum to the Custodian Agreement between IDS Managed Retirement
Fund, Inc., American Express Trust Company and American Express
Financial Corporation dated May 13, 1996, filed electronically as
Exhibit 8(b) to Registrant's Post-Effective Amendment No. 26 to
Registration Statement No. 2-93801, is incorporated by reference.
(9)(c) Custodian Agreement, dated May 13, 1999, between American Express
Trust Company and The Bank of New York is incorporated by reference to
Exhibit (g)(3) to IDS Precious Metals Fund, Inc. Post-Effective
Amendment No. 33 to Registration Statement File No. 2-93745 filed on
or about May 24, 1999.
(9)(d) Custodian Agreement Amendment between IDS International Fund, Inc. and
American Express Trust Company, dated October 9, 1997, filed
electronically on or about December 23, 1997 as Exhibit 8(c) to IDS
International Fund, Inc.'s Post-Effective Amendment No. 26 to
Registration Statement No. 2-92309, is incorporated by reference.
Registrant's Custodian Agreement Amendment differed from the one
incorporated by reference only by the fact that Registrant is on
executing party.
(10)(a) Plan and Agreement of Distribution dated July 1, 1999 between AXP
Discovery Fund, Inc. and American Express Financial Advisors Inc. is
incorporated by reference to Exhibit (m) to AXP Discovery Fund, Inc.
Post-Effective Amendment No. 36 to Registration Statement File No.
2-72174 filed on or about July 30, 1999 Registrant's Plan and
Agreement of Distribution differs from the one incorporated by
reference only by the fact that Registrant is one executing party.
(10)(b) Rule 18f-3 Plan, dated April 1999, is incorporated by reference to
Exhibit (o) to IDS Precious Metals Fund , Inc. Post-Effective
Amendment No. 33 to Registration Statement File No. 2-93745 filed on
or about May 24, 1999.
(11) Opinion and consent of counsel as to the legality of the securities
being registered is incorporated by reference to Exhibit (11) to
Registration Statement No. 333-32350 filed on or about March 13, 2000.
(12) Tax Opinion is filed electronically herewith.
(13)(a) Transfer Agency Agreement, dated Feb. 1, 1999, between Registrant and
American Express Client Service Corporation, filed electronically as
Exhibit (h)(1) to Registrant's Post-Effective Amendment No. 29 to
Registration Statement No. 2-93801, is incorporated by reference.
(13)(b) Administrative Services Agreement between Registrant and American
Express Financial Corporation, dated March 20, 1995, filed
electronically as Exhibit 9(c) to Registrant's Post-Effective
Amendment No. 26 to Registration Statement No. 2-93801, is
incorporated by reference.
(13)(c) Agreement and Declaration of Unitholders between IDS Managed
Retirement Fund, Inc. and Strategist Growth and Income Fund, Inc.
dated May 13, 1996, filed electronically as Exhibit 9(d) to
Registrant's Post-Effective Amendment No. 26 to Registration Statement
No. 2-93801, is incorporated herein by reference.
(13)(d) License Agreement between Registrant and IDS Financial Corporation
Dated January 25, 1988, is incorporated by reference to Exhibit 9(h)
to Registrant's Post-effective Amendment No. 28 filed on or about Nov.
27, 1998.
(13)(e) Class Y Shareholder Service Agreement between IDS Managed Retirement
Fund, Inc. and American Express Financial Advisors Inc., dated May 9,
1997, filed as Exhibit 9(g) to Registrant's Post-Effective Amendment
No. 27 to Registration Statement No. 2-93801, is incorporated by
reference.
(13)(f) License Agreement, dated June 17, 1999, between the American Express
Funds and American Express Company, filed electronically on or about
September 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc.'s
Post-Effective Amendment No. 98 to Registration Statement No. 2-11358,
is incorporated herein by reference.
(14) Independent Auditors' Consent is incorporated by reference to Exhibit
(14) to Pre-Effective Amendment No. 1 to Registration Statement No.
333-32350 filed on or about April 17, 2000.
(15) Omitted Financial Statements: None.
<PAGE>
(16)(a) Directors' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000 is incorporated by reference to
Exhibit (16)(a) to Registration Statement No. 333-32350 filed on or
about March 13, 2000.
(16)(b) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000 is incorporated by reference to
Exhibit (16)(b) to Registration Statement No. 333-32350 filed on or
about March 13, 2000.
(16)(c) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000 is incorporated by reference to
Exhibit (16)(c) to Registration Statement No. 333-32350 filed on or
about March 13, 2000.
(16)(d) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated January 13, 2000 is incorporated by reference to
Exhibit (16)(d) to Registration Statement No. 333-32350 filed on or
about March 13, 2000.
(17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed
electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP
Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to
Registration Statement No. 33-30770, is incorporated by reference.
(17)(b) Code of Ethics adopted under Rule 17j-1 for Registrant's investment
advisor and principal underwriter filed electronically on or about
March 30, 2000 as Exhibit (p)(2) to AXP Market Advantage Series,
Inc.'s Post-Effective Amendment No. 24 to Registration Statement No.
33-30770, is incorporated by reference.
Item 17. Undertakings
None.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registrant, AXP Managed Series,
Inc., certifies that it meets all of the requirements for effectiveness of this
Amendment to the Registration Statement under Rule 485(b) under the Securities
Act and has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis and State of Minnesota on the 31st day of July, 2000.
AXP MANAGED SERIES, INC.
By /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer
By /s/ John M. Knight
John M. Knight, Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 31st day of July, 2000.
Signature Capacity
____________________________ Director
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ David R. Hubers* Director
David R. Hubers
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ William R. Pearce* Director
William R. Pearce
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ John R. Thomas* Director
John R. Thomas
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney, dated January 13, 2000, filed
electronically as Exhibit (16)(a) to Registration Statement No. 333-32350, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney, dated January 13, 2000, filed
electronically as Exhibit (16)(b) to Registration Statement No. 333-32350, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, GROWTH AND INCOME TRUST consents to
the filing of this Amendment to the Registration Statement signed on behalf of
the Registrant in the City of Minneapolis and State of Minnesota on the 31st day
of July, 2000.
GROWTH AND INCOME TRUST
By /s/ Arne H. Carlson****
Arne H. Carlson
Chief Executive Officer
By /s/ John M. Knight
John M. Knight
Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 31st day of July, 2000.
Signature Capacity
_______________________________ Trustee
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.*** Trustee
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson*** Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney*** Trustee
Lynne V. Cheney
/s/ David R. Hubers*** Trustee
David R. Hubers
/s/ Heinz F. Hutter*** Trustee
Heinz F. Hutter
/s/ Anne P. Jones*** Trustee
Anne P. Jones
/s/ William R. Pearce*** Trustee
William R. Pearce
/s/ Alan K. Simpson*** Trustee
Alan K. Simpson
/s/ John R. Thomas*** Trustee
John R. Thomas
/s/ C. Angus Wurtele*** Trustee
C. Angus Wurtele
***Signed pursuant to Trustees' Power of Attorney dated January 13, 2000, filed
electronically as Exhibit (16)(c) to Registration Statement No. 333-32350, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
****Signed pursuant to Officers' Power of Attorney dated January 13, 2000, filed
electronically as Exhibit (16)(d) to Registration Statement No. 333-32350, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS AMENDMENT TO THE REGISTRATION STATEMENT
This Amendment to the Registration Statement comprises the following papers and
documents:
The facing sheet.
Part A.
The prospectus.
Part B.
Statement of Additional Information.
Part C.
Other information.
Exhibits.
Undertakings.
The signatures.
