SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 25 (File No. 2-96367) [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27 (File No. 811-4252) [X]
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AXP VARIABLE PORTFOLIO - MANAGED SERIES, INC. formerly known as
IDS LIFE MANAGED FUND, INC.
IDS Tower 10
Minneapolis, MN 55440-0010
Leslie L. Ogg - 901 S. Marquette Ave., Suite 2810,
Minneapolis, MN 55402-3268
(612) 330-9283
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on August 11, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
PART A
The combined Prospectus containing information for:
AXP Variable Portfolio - Investment Series, Inc.
AXP Variable Portfolio - Blue Chip Advantage Fund
AXP Variable Portfolio - Growth Fund
AXP Variable Portfolio - Small Cap Advantage Fund
AXP Variable Portfolio - Income Series, Inc.
AXP Variable Portfolio - Federal Income Fund
AXP Variable Portfolio - Managed Series, Inc.
AXP Variable Portfolio - Diversified Equity Income Fund
filed in Post-Effective Amendment No. 38 to Registration Statement
No. 2-73115 is incorporated herein by reference.
PART B
The combined Statement of Additional Information containing information
for: AXP Variable Portfolio - Investment Series, Inc.
AXP Variable Portfolio - Blue Chip Advantage Fund
AXP Variable Portfolio - Growth Fund
AXP Variable Portfolio - Small Cap Advantage Fund
AXP Variable Portfolio - Income Series, Inc.
AXP Variable Portfolio - Federal Income Fund
AXP Variable Portfolio - Managed Series, Inc.
AXP Variable Portfolio - Diversified Equity Income Fund
filed in Post-Effective Amendment No. 38 to Registration Statement
No. 2-73115 is incorporated herein by reference.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation as amended Oct. 13, 1989, filed
electronically as Exhibit No. 1 to Registrant's Post-Effective
Amendment No. 13 to Registration Statement No. 2-96367, are
incorporated by reference.
(b) By-Laws as amended Jan. 12, 1989, filed electronically as Exhibit No.
2 to Registrant's Post-Effective Amendment No. 13 to Registration
Statement No. 2-96367, are incorporated by reference.
(c) Stock certificate for common shares, is on file at the Registrant's
headquarters.
(d)(1) Investment Management Services Agreement between Registrant and IDS
Life Insurance Company, dated March 20, 1995, filed electronically as
Exhibit No. 5(a) to Registrant's Post-Effective Amendment No. 22 to
Registration Statement No. 2-96367, is incorporated by reference.
(d)(2) Form of Investment Management Services Agreement, dated Sept. 13,
1999, between Registrant, on behalf of AXP Variable Portfolio -
Diversified Equity Income Fund, and IDS Life Insurance Company is
filed electronically herewith.
(d)(3) Investment Advisory Agreement between IDS Life Insurance Company and
American Express Financial Corporation dated Oct. 14, 1998, is
incorporated by reference to Exhibit 5(b) to Registrant's
Post-Effective Amendment No. 23 filed on or about Oct. 30, 1998.
(d)(4) Form of Addendum to Investment Advisory Agreement dated Sept. 13,
1999, between IDS Life Insurance Company and American Express
Financial Corporation filed electronically as Exhibit (d)(4) to
Registrant's Post-Effective Amendment No. 24 filed on or about May 28,
1999 is incorporated by reference.
(d)(5) Administrative Services Agreement, dated March 20, 1995, between
Registrant and American Express Financial Corporation, filed
electronically as Exhibit No. 5(c) to Registrant's Post-Effective
Amendment No. 16 to Registration Statement No. 2-96367, is
incorporated by reference.
(d)(6) Form of Administrative Services Agreement, dated Sept. 13, 1999,
between Registrant, on behalf of AXP Variable Portfolio - Diversified
Equity Income Fund, and American Express Financial Corporation filed
electronically as Exhibit (d)(6) to Registrant's Post-Effective
Amendment No. 24 filed on or about May 28, 1999 is incorporated by
reference.
(e) Underwriting contracts: Not Applicable.
(f) All employees are eligible to participate in a profit sharing plan.
Entry into the plan is Jan. 1 or July 1. The Registrant contributes
each year an amount up to 15 percent of their annual salaries, the
maximum deductible amount permitted under Section 404(a) of the
Internal Revenue Code.
(g)(1) Custodian Agreement between Registrant and American Express Trust
Company, dated March 20, 1995, filed electronically as Exhibit No.
8(b) to Registrant's Post-Effective Amendment No. 16 to Registration
Statement No. 2-96367, is incorporated by reference.
(g)(2) Form of Custodian Agreement dated Sept. 13, 1999, between Registrant
on behalf of AXP Variable Portfolio - Diversified Equity Income Fund
and American Express Trust Company filed electronically as Exhibit
(g)(2) to Registrant's Post-Effective Amendment No. 24 filed on or
about May 28, 1999 is incorporated by reference.
<PAGE>
(g)(3) Custodian Agreement dated May 13, 1999 between American Express Trust
Company and The Bank of New York is incorporated by reference to IDS
Precious Metal Fund, Inc.'s Post-Effective Amendment No. 33, File No.
2-93745 filed on or about May 24, 1999.
(h) License Agreement between Registrant and IDS Financial Corporation,
dated Jan. 25, 1988, filed electronically as Exhibit No. 9 to
Registrant's Post-Effective Amendment No. 13 to Registration Statement
No. 2-96367, is incorporated by reference.
(i) Opinion and consent of counsel as to the legality of the securities
being registered is incorporated by reference to Exhibit 10 to
Registrant's Post-Effective Amendment No. 23 filed on or about Oct.
30, 1998.
(j) Independent Auditors' Consent: Not Applicable.
(k) Omitted Financial Statements: Not Applicable.
(l) Initial Capital Agreements: Not Applicable.
(m) Form of Plan and Agreement of Distribution dated Sept. 13, 1999,
between Registrant, on behalf of AXP Variable Portfolio - Diversified
Equity Income Fund, and IDS Life Insurance Company is filed
electronically herewith.
(n) Financial Data Schedule: Not Applicable.
(o) Rule 18f-3 Plan: Not Applicable.
(p)(1) Directors' Power of Attorney to sign Amendments to this Registration
Statement, dated Jan. 14, 1999, filed electronically as Exhibit (p)(1)
to Registrant's Post-Effective Amendment No. 24 filed on or about May
28, 1999 is incorporated by reference.
(p)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated March 1, 1999, filed electronically as Exhibit (p)(2)
to Registrant's Post-Effective Amendment No. 24 filed on or about May
28, 1999 is incorporated by reference.
<PAGE>
Item 24. Persons Controlled by or Under Common Control with Registrant
IDS Life and its subsidiaries are the record holders of all outstanding shares
of AXP Variable Portfolio - Investment Series, Inc., AXP Variable Portfolio -
Income Series, Inc., AXP Variable Portfolio - Money Market Series, Inc. and AXP
Variable Portfolio - Managed Series Inc. All of such shares were purchased and
are held by IDS Life and its subsidiaries pursuant to instructions from owners
of variable annuity contracts issued by IDS Life and its subsidiaries.
Accordingly, IDS Life disclaims beneficial ownership of all shares of each fund.
Item 25. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
<PAGE>
<TABLE>
<CAPTION>
Item 26. Business and Other Connections of Investment Advisor (IDS Life Insurance Company).
Directors and officers of IDS Life Insurance Company who are directors and/or
officers of one or more other companies:
<S> <C> <C> <C>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Timothy V. Bechtold, American Centurion Life IDS Tower 10 Director and President
Executive Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
American Express Financial Vice President
Corporation
IDS Life Insurance Company P.O. Box 5144 Director and President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Mark W. Carter, American Express Financial IDS Tower 10 Senior Vice President and
Executive Vice President Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
American Express Financial Director, Senior Vice
Corporation President and Chief
Marketing Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Robert M. Elconin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lorraine R. Hart, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Centurion Life Vice President
Assurance Company
American Enterprise Life Vice President
Insurance Company
American Express Financial Vice President
Advisors Inc.
American Express Financial Vice President
Corporation
American Partners Life Director and Vice
Insurance Company President
IDS Certificate Company Vice President
IDS Life Series Fund, Inc. Vice President
IDS Life Variable Annuity Vice President
Funds A and B
Investors Syndicate Director and Vice
Development Corp. President
IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
IDS Property Casualty 1 WEG Blvd. Vice President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President Minneapolis, MN 55440 and Assistant Secretary
American Centurion Life Vice President and
Assurance Company Treasurer
American Enterprise Vice President and
Investment Services Inc. Treasurer
American Enterprise Life Vice President and
Insurance Company Treasurer
American Express Asset Vice President and
Management Group Inc. Treasurer
American Express Asset Vice President and
Management International Treasurer
Inc.
American Express Client Vice President and
Service Corporation Treasurer
American Express Vice President and
Corporation Treasurer
American Express Financial Vice President and
Advisors Inc. Treasurer
American Express Financial Vice President and
Corporation Corporate Treasurer
American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer
American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer
American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer
American Express Insurance Vice President and
Agency of Oregon Inc. Treasurer
American Express Minnesota Vice President and
Foundation Treasurer
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Kentucky Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Maryland Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Pennsylvania Inc.
American Partners Life Vice President and
Insurance Company Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary
IDS Certificate Company Vice President and
Treasurer
IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer
IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer
IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer
IDS Insurance Agency of Vice President and
New Mexico Inc. Treasurer
IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer
IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer
IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Treasurer
IDS Life Series Fund Inc. Vice President and
Treasurer
IDS Life Variable Annuity Vice President and
Funds A & B Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Vice President and
Corporation Treasurer
IDS Plan Services of Vice President and
California, Inc. Treasurer
IDS Real Estate Services, Vice President and
Inc. Treasurer
IDS Realty Corporation Vice President and
Treasurer
IDS Sales Support Inc. Vice President and
Treasurer
American Express Financial Vice President and
Advisors Japan Inc. Treasurer
Investors Syndicate Vice President and
Development Corp. Treasurer
IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary
Public Employee Payment Vice President and
Company Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director Minneapolis, MN 55440
American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer
American Express Financial Director, President and
Corporation Chief Executive Officer
American Express Service Director and President
Corporation
IDS Certificate Company Director
IDS Plan Services of Director and President
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James M. Jensen, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
IDS Life Series Fund, Inc. Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and President Minneapolis, MN 55440
American Centurion Life Director and Chairman of
Assurance Company the Board
American Enterprise Life Director and Chairman of
Insurance Company the Board
American Express Director and President
Corporation
American Express Financial Senior Vice President
Advisors Inc.
American Express Financial Director and Senior Vice
Corporation President
American Express Insurance Director and President
Agency of Arizona Inc.
American Express Insurance Director and President
Agency of Idaho Inc.
American Express Insurance Director and President
Agency of Nevada Inc.
American Express Insurance Director and President
Agency of Oregon Inc.
American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.
American Express Service Vice President
Corporation
American Partners Life Director and Chairman of
Insurance Company the Board
IDS Certificate Company Director and Chairman of
the Board
IDS Insurance Agency of Director and President
Alabama Inc.
IDS Insurance Agency of Director and President
Arkansas Inc.
IDS Insurance Agency of Director and President
Massachusetts Inc.
IDS Insurance Agency of Director and President
New Mexico Inc.
IDS Insurance Agency of Director and President
North Carolina Inc.
IDS Insurance Agency of Director and President
Ohio Inc.
IDS Insurance Agency of Director and President
Wyoming Inc.
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
IDS Life Insurance Company P.O. Box 5144 Director and Chairman of
of New York Albany, NY 12205 the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paul F. Kolkman, American Express Financial IDS Tower 10 Vice President
Director and Executive Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Financial Vice President
Corporation
IDS Life Series Fund, Inc. Vice President and Chief
Actuary
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Director and Executive Vice Insurance Company Minneapolis, MN 55440
President
American Express Director
Corporation
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and President
Insurance Company
IDS Certificate Company Director and President
American Express Financial Vice President
Corporation
Investors Syndicate Director, Chairman of the
Development Corporation Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Pamela J. Moret, American Express Financial IDS Tower 10 Vice President
Executive Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
American Express Trust Vice President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Executive Vice Service Corporation Minneapolis, MN 55440
President
American Express Financial Senior Vice President
Advisors Inc.
American Express Financial Director and Senior Vice
Corporation President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Stuart A. Sedlacek, AMEX Assurance Company IDS Tower 10 Director
Director and Executive Vice Minneapolis, MN 55440
President
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
American Express Financial Senior Vice President and
Corporation Chief Financial Officer
American Express Trust Director
Company
American Partners Life Director and Vice President
Insurance Agency
IDS Certificate Company Director and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Centurion Life Vice President
Assurance Company
American Enterprise Life Vice President
Insurance
American Express Financial Vice President
Advisors Inc.
American Express Financial Vice President
Corporation
American Partners Life Vice President
Insurance Company
IDS Certificate Company Vice President
IDS Partnership Services Director and Vice President
Corporation
IDS Real Estate Services Director and Vice President
Inc.
IDS Realty Corporation Director and Vice President
IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President, General Insurance Company Minneapolis, MN 55440 General Counsel and
Counsel and Secretary Secretary
American Express Director, Vice President
Corporation and Secretary
American Express Financial Vice President and
Advisors Inc. Assistant General Counsel
American Express Financial Vice President and
Corporation Assistant General Counsel
American Partners Life Director, Vice President,
Insurance Company General Counsel and
Secretary
IDS Life Insurance Company Vice President, General
Counsel and Secretary
IDS Life Series Fund Inc. General Counsel and
Assistant Secretary
IDS Life Variable Annuity General Counsel and
Funds A & B Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Philip C. Wentzel, American Centurion Life IDS Tower 10 Vice President and
Vice President and Controller Assurance Company Minneapolis, MN 55440 Controller, Risk Management
American Enterprise Life Vice President and
Insurance Company Controller
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Controller, Risk Management
</TABLE>
Item 27. Principal Underwriters
The Fund has no principal underwriter.
Item 28. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440-0010
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act, the Registrant, IDS Life Managed Fund, Inc. certifies that it meets
the requirements for the effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Minneapolis and
State of Minnesota on the 10th day of August, 1999.
AXP VARIABLE PORTFOLIO - MANAGED SERIES, INC.
By /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer
By /s/ John Knight
John Knight, Treasurer
Pursuant to the requirements of the Securities Act this Amendment to its
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August, 1999.
Signature Capacity
/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
_____________________________ Director
William H. Dudley
/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
<PAGE>
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney dated Jan. 14, 1999, filed
electronically as Exhibit (p)(1) to Registrant's post-Effective amendment No. 24
to Registration Statement No. 2-9367, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney dated March 1, 1999, filed
electronically as Exhibit (p)(2) to Registrant's post-Effective amendment No. 24
to Registration Statement No. 2-9367, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NUMBER 25
TO REGISTRATION STATEMENT NO. 2-96367
This Post-Effective Amendment contains the following papers and documents:
The facing sheet.
Part A. (incorporated by reference).
The prospectus.
Part B. (incorporated by reference).
Statement of Additional Information.
Part C.
Other information.
The signatures.
(d)(2) Form of Investment Management Services Agreement, dated Sept. 13,
1999, between Registrant, on behalf of AXP Variable Portfolio -
Diversified Equity Income Fund, and IDS Life Insurance Company.
(m) Form of Plan and Agreement of Distribution dated Sept. 13, 1999,
between Registrant, on behalf of AXP Variable Portfolio - Diversified
Equity Income Fund, and IDS Life Insurance Company.
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 13th day of September, 1999, by and between AXP
Variable Portfolio - Managed Series, Inc. (the "Corporation"), a Minnesota
corporation, on behalf of its underlying series fund AXP Variable Portfolio -
Diversified Equity Income Fund (the "Fund"), and IDS Life Insurance Company
("IDS Life"), a Minnesota corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Fund hereby retains IDS Life, and IDS Life hereby agrees, for
the period of this Agreement and under the terms and conditions hereinafter set
forth, to furnish the Fund continuously with suggested investment planning; to
determine, consistent with the Fund's investment objectives and policies, which
securities in IDS Life's discretion shall be purchased, held or sold and to
execute or cause the execution of purchase or sell orders; to prepare and make
available to the Fund all necessary research and statistical data in connection
therewith; to furnish all services of whatever nature required in connection
with the management of the Fund including transfer agent and dividend-disbursing
agent services; to furnish or pay for all supplies, printed material, office
equipment, furniture and office space as the Fund may require; and to pay or
reimburse such expenses of the Fund as may be provided for in Part Three;
subject always to the direction and control of the Board of Directors (the
"Board"), the Executive Committee and the authorized officers of the Fund. IDS
Life agrees to maintain (directly or through the contract described in paragraph
(7) of this Part One) an adequate organization of competent persons to provide
the services and to perform the functions herein mentioned. IDS Life agrees to
meet with any persons at such times as the Board deems appropriate for the
purpose of reviewing IDS Life's performance under this Agreement.
(2) IDS Life agrees that the investment planning and investment
decisions will be in accordance with general investment policies of the Fund as
disclosed to IDS Life from time to time by the Fund and as set forth in its
prospectuses and registration statements filed with the United States Securities
and Exchange Commission (the "SEC").
(3) IDS Life agrees that it will maintain all required records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of securities for the Fund.
(4) The Fund agrees that it will furnish to IDS Life any information
that the latter may reasonably request with respect to the services performed or
to be performed by IDS Life under this Agreement.
(5) IDS Life is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Fund and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. Subject to prior authorization
by the Fund's Board of appropriate policies and procedures, and subject to
termination at any time by the Board, IDS Life may also be authorized to effect
individual securities transactions at commission rates in excess of the minimum
commission rates available, to the extent authorized by law, if IDS Life
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or
American Express Financial Corporation's ("AEFC") or IDS Life's overall
responsibilities with respect to the Fund and other funds for which it acts as
investment adviser.
(6) It is understood and agreed that in furnishing the Fund with the
services as herein provided, neither IDS Life, nor any officer, director or
agent thereof shall be held liable to the Fund or its creditors or shareholders
for errors of judgment or for anything except willful misfeasance, bad faith, or
gross negligence in the performance of its duties, or reckless disregard of its
obligations and duties under the terms of this Agreement. It is further
understood and agreed that IDS Life may rely upon information furnished to it
reasonably believed to be accurate and reliable.
(7) The existence of an investment advisory agreement between IDS Life
and AEFC is specifically acknowledged and approved.
<PAGE>
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Fund agrees to pay to IDS Life, and IDS Life covenants and
agrees to accept from the Fund in full payment for the services furnished, a fee
composed of an asset charge and a performance incentive adjustment.
(a) The asset charge
(i) The asset charge for each calendar day of each year shall be equal
to the total of 1/365th (1/366th in each leap year) of the amount computed in
accordance with paragraph (ii) below. The computation shall be made for each day
on the basis of net assets as of the close of business of the full business day
two (2) business days prior to the day for which the computation is being made.
In the case of the suspension of the computation of net asset value, the asset
charge for each day during such suspension shall be computed as of the close of
business on the last full business day on which the net assets were computed.
Net assets as of the close of a full business day shall include all transactions
in shares of the Fund recorded on the books of the Fund for that day.
(ii) The asset charge shall be based on the net assets of the Fund as
set forth in the following table.
AXP Variable Portfolio - Diversified Equity Income Fund
Assets Annual rate at
(billions) each asset level
---------- ----------------
First $0.50 0.560%
Next 0.50 0.545
Next 1.00 0.530
Next 1.00 0.515
Next 3.00 0.500
Over 6.00 0.470
(b) The performance incentive adjustment
(i) The performance incentive adjustment, determined monthly, shall be
computed by measuring the percentage point difference between the performance of
one share of the Fund and the performance of the Lipper Equity Income Fund Index
(the "Index"). The performance of one share of the Fund shall be measured by
computing the percentage difference, carried to two decimal places, between the
opening net asset value of one share of the Fund and the closing net asset value
of such share as of the last business day of the period selected for comparison,
adjusted for dividends or capital gain distributions treated as reinvested at
the end of the month during which the distribution was made but without
adjustment for expenses related to a particular class of shares. The performance
of the Index will then be established by measuring the percentage difference,
carried to two decimal places, between the beginning and ending Index for the
comparison period, with dividends or capital gain distributions on the
securities which comprise the Index being treated as reinvested at the end of
the month during which the distribution was made.
(ii) In computing the adjustment, one percentage point shall be
deducted from the difference, as determined in (b)(i) above. The result shall be
converted to a decimal value (e.g., 2.38% to 0.0238), multiplied by .01 and then
multiplied by the Fund's average net assets for the comparison period. This
product next shall be divided by 12 to put the adjustment on a monthly basis.
Where the performance of the Fund exceeds the Index, the amount so determined
shall be an increase in fees as computed under paragraph (a). Where Fund
performance is exceeded by the Index, the amount so determined shall be a
decrease in such fees. The percentage point difference between the performance
of the Fund and that of the Index, as determined above, is limited to a maximum
of 0.0008 per year.
<PAGE>
(iii) The 12 month comparison period will roll over with each
succeeding month, so that it always equals 12 months, ending with the month for
which the performance adjustment is being computed.
(iv) If the Index ceases to be published for a period of more than 90
days, changes in any material respect or otherwise becomes impracticable to use
for purposes of the adjustment, no adjustment will be made under this paragraph
(b) until such time as the Board approves a substitute index.
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, the fee accrued shall be prorated on the basis of
the number of days that this Agreement is in effect during the month with
respect to which such payment is made.
(3) The fee provided for hereunder shall be paid in cash by the Fund to
IDS Life within five business days after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Fund agrees to pay:
(a) Fees payable to IDS Life for the latter's services under
this Agreement.
(b) All fees, costs, expenses and allowances payable to any
person, firm or corporation for services under any agreement entered into by the
Fund covering the offering for sale, sale and distribution of the Fund's shares.
(c) All taxes of any kind payable by the Fund other than
federal original issuance taxes on shares issued by the Fund.
(d) All brokerage commissions and charges in the purchase and
sale of assets.
(2) The Fund agrees to reimburse IDS Life or its affiliates for the
aggregate cost of the services listed below incurred by IDS Life in its
operation of the Funds.
(a) All custodian or trustee fees, costs and expenses.
(b) Costs and expenses in connection with the auditing and
certification of the records and accounts of the Fund by independent certified
public accountants.
(c) Costs of obtaining and printing of dividend checks,
reports to shareholders, notices, proxies, proxy statements and tax notices to
shareholders, and also the cost of envelopes in which such are to be mailed.
(d) Postage on all communications, notices and statements to
brokers, dealers, and the Funds' shareholders.
(e) All fees and expenses paid to directors of the Funds;
however, IDS Life will pay fees to directors who are officers or employees of
IDS Life or its affiliated companies.
(f) Costs of fidelity and surety bonds covering officers,
directors and employees of the Fund.
(g) All fees and expenses of attorneys who are not officers or
employees of IDS Life or any of its affiliates.
<PAGE>
(h) All fees paid for the qualification and registration for
public sales of the securities of the Fund under the laws of the United States
and of the several states of the United States in which the securities of the
Fund shall be offered for sale.
(i) Cost of printing prospectuses, statements of additional
information and application forms for existing shareholders, and any supplements
thereto.
(j) Any losses due to theft and defalcation of the assets of
the Fund, or due to judgments or adjustments not covered by surety or fidelity
bonds, and not covered by agreement or obligation.
(k) Expenses incurred in connection with lending portfolio
securities of the Fund.
(l) Expenses properly payable by the Fund, approved by the
Board.
Part Four: MISCELLANEOUS
(1) IDS Life shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent the Fund.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Fund recognizes that AEFC and IDS Life now render and may
continue to render investment advice and other services to other investment
companies and persons which may or may not have investment policies and
investments similar to those of the Fund and that AEFC and IDS Life manage their
own investments and/or those of their subsidiaries. AEFC and IDS Life shall be
free to render such investment advice and other services and the Fund hereby
consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto
shall be invalidated or in any way affected by the fact that directors,
officers, agents and/or shareholders of the Fund are or may be interested in
AEFC or IDS Life or any successor or assignee thereof, as directors, officers,
stockholders or otherwise; that directors, officers, stockholders or agents of
AEFC or IDS Life are or may be interested in the Fund as directors, officers,
shareholders, or otherwise; or that AEFC or IDS Life or any successor or
assignee, is or may be interested in the Fund as shareholder or otherwise,
provided, however, that neither AEFC or IDS Life, nor any officer, director or
employee thereof or of the Fund, shall sell to or buy from the Fund any property
or security other than shares issued by the Fund, except in accordance with
applicable regulations or orders of the SEC.
(5) Any notice under this Agreement shall be given in writing,
addressed, and delivered, or mailed postpaid, to the party to this Agreement
entitled to receive such, at such party's principal place of business in
Minneapolis, Minnesota, or to such other address as either party may designate
in writing mailed to the other.
(6) IDS Life agrees that no officer, director or employee of IDS Life
will deal for or on behalf of the Fund with himself as principal or agent, or
with any corporation or partnership in which he may have a financial interest,
except that this shall not prohibit:
(a) Officers, directors or employees of IDS Life from having a
financial interest in the Fund or in IDS Life.
(b) The purchase of securities for the Fund, or the sale of
securities owned by the Fund, through a security broker or dealer, one or more
of whose partners, officers, directors or employees is an officer, director or
employee of IDS Life, provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such services.
(c) Transactions with the Fund by a broker-dealer affiliate of
IDS Life as may be allowed by rule or order of the SEC, and if made pursuant to
procedures adopted by the Fund's Board.
<PAGE>
(7) IDS Life agrees that, except as herein otherwise expressly provided
or as may be permitted consistent with the use of a broker-dealer affiliate of
IDS Life under applicable provisions of the federal securities laws, neither it
nor any of its officers, directors or employees shall at any time during the
period of this Agreement, make, accept or receive, directly or indirectly, any
fees, profits or emoluments of any character in connection with the purchase or
sale of securities (except shares issued by the Fund) or other assets by or for
the Fund.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for two years from the date
of this Agreement, or until a new agreement is approved by a vote of the
majority of the outstanding shares of the Fund and by vote of the Fund's Board,
including the vote required by (b) of this paragraph, and if no new agreement is
so approved, this Agreement shall continue from year to year thereafter unless
and until terminated by either party as hereinafter provided, except that such
continuance shall be specifically approved at least annually (a) by the Board of
the Fund or by a vote of the majority of the outstanding shares of the Fund and
(b) by the vote of a majority of the directors who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. As used in this paragraph,
the term "interested person" shall have the same meaning as set forth in the
Investment Company Act of 1940, as amended (the "1940 Act").
(2) This Agreement may be terminated by either the Fund or IDS Life at
any time by giving the other party 60 days' written notice of such intention to
terminate, provided that any termination shall be made without the payment of
any penalty, and provided further that termination may be effected either by the
Board of the Fund or by a vote of the majority of the outstanding voting shares
of the Fund. The vote of the majority of the outstanding voting shares of the
Fund for the purpose of this Part Five shall be the vote at a shareholders'
regular meeting, or a special meeting duly called for the purpose, of 67% or
more of the Fund's shares present at such meeting if the holders of more than
50% of the outstanding voting shares are present or represented by proxy, or
more than 50% of the outstanding voting shares of the Fund, whichever is less.
(3) This Agreement shall terminate in the event of its assignment, the
term "assignment" for this purpose having the same meaning as set forth in the
1940 Act.
IN WITNESS THEREOF, the parties hereto have executed the foregoing
Agreement as of the day and year first above written.
AXP VARIABLE PORTFOLIO - MANAGED SERIES, INC.
AXP Variable Portfolio - Diversified Equity Income Fund
By
Leslie L. Ogg
Vice President
IDS LIFE INSURANCE COMPANY
By
Pamela J. Moret
Executive Vice President, Variable Assets
Plan and Agreement of Distribution
This Plan and Agreement of Distribution ("Plan") is between AXP Variable
Portfolio - Managed Series, Inc. on behalf of its series of capital stock, AXP
Variable Portfolio - Diversified Equity Income Fund, a registered management
investment company, ("the Portfolio") and IDS Life Insurance Company ("IDS
Life"). It is effective September 13, 1999.
This Plan provides that:
1. IDS Life will purchase the Portfolio's shares on behalf of its separate
accounts and the separate accounts of its affiliated life insurance
companies established for the purpose of funding variable life
insurance, annuity contracts or both (collectively referred to as
"Variable Contracts"). Additionally, IDS Life may offer the Portfolio's
shares to one or more unaffiliated life insurance companies
("Unaffiliated Life Companies") for purchase on behalf on certain of
their separate accounts established for the purpose of funding Variable
Contracts.
2. The Portfolio will reimburse IDS Life up to 0.125% of its daily net
assets for various costs paid and accrued in connection with the
distribution of the Portfolio's shares and for services provided to
existing and prospective Variable Contract owners. Payments made under
the Plan are based on budgeted expenses and shall be made within five
(5) business days after each month. At the end of each calendar year,
IDS Life shall furnish a declaration setting out the actual expenses it
has paid and accrued. Any money that has been paid in excess of the
amount of these expenses shall be returned to the Portfolio.
3. IDS Life represents that the money paid by the Portfolio will benefit
the variable Contract owners and not the separate accounts that legally
own the shares and be for the following:
(a) printing and mailing prospectuses, Statements of Additional
Information, supplements, and reports to existing and
prospective Variable Contract owners;
(b) preparation and distribution of advertisement, sales
literature, brokers' materials and promotional materials
relating to the Portfolio;
(c) presentation of seminars and sales meetings describing or
relating to the Portfolio;
(d) training sales personnel regarding the Portfolio;
(e) compensation of sales personnel for sale of the Portfolio's
shares;
(f) compensation of sales personnel for assisting Variable
Contract owners with respect to the Portfolio shares;
(g) overhead of IDS Life and its affiliates appropriately
allocated to the promotion of sale of the Portfolio's shares;
and
(h) any activity primarily intended to result in the sale of the
Portfolio's shares, including payments to Unaffiliated Life
Companies.
4. IDS Life shall provide all information relevant and necessary for the
Board to make informed determinations about whether the Plan should be
continued and shall:
(a) submit quarterly a report that sets out the expenses paid or
accrued by it, the names of the Unaffiliated Life Companies to
whom the Portfolio's shares are sold, and the payments made to
each Unaffiliated Life Company that has been reimbursed;
(b) monitor the level and quality of services provided by it and
all affiliated companies and will use its best efforts to
assure that in each case legitimate services are rendered in
return for the reimbursement pursuant to the Plan ;and
(c) meet with the Portfolio's representatives, as reasonably
requested, to provide additional information.
5. IDS Life represents that it and all affiliated insurance company
sponsors will provide full disclosure of the Portfolio's 12b-1 Plan in
the prospectus for any separate account investing in the Portfolio and
will clearly communicate the combined effect of all fees and costs,
including the reimbursement under the 12b-1 Plan, imposed by the
separate account and the Portfolio in accordance with applicable laws.
6. All payments by IDS Life to Unaffiliated Life Companies shall be made
pursuant to a written agreement (Related Agreement). All such written
agreements will be in a form approved by a majority of the Portfolio's
independent members of the board and the board as a whole before it
shall be used. The Related Agreement shall:
(a) require full disclosure of the combined effect of all fees and
charges in accordance with applicable laws;
(b) provide for the termination at any time without penalty as
required by Rule 12b-1; and
(c) continue so long as its continuance is done in accordance with
the requirements of Rule 12b-1.
7. The Portfolio represents that the Plan has been approved as required by
Rule 12b-1 and may continue for more than one year so long as it is
continued as required by Rule 12b-1 and shall terminate automatically
in the event of an assignment.
8. The Plan may not be amended to materially increase the amount of the
payments without the approval of the outstanding voting securities.
AXP VARIABLE PORTFOLIO - MANAGED SERIES, INC.
AXP Variable Portfolio - Diversified Equity Income Fund
Leslie L. Ogg
Vice President
IDS LIFE INSURANCE COMPANY
Pamela J. Moret
Executive Vice President, Variable Assets
