SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 28 (File No. 2-96367) [X]
-----
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 30 (File No. 811-4252) [X]
------
AXP Variable Portfolio - Managed Series, Inc.
200 AXP Financial Center
Minneapolis, MN 55474
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 Oct. 30, 2000 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 - Income
Series, Inc., AXP Variable Portfolio - Managed Series, Inc. and AXP
Variable Portfolio - Money Market Series, Inc. filed in Post-Effective
Amendment No. 43 to Registration Statement No. 2-73115 is incorporated
by reference.
PART B
The combined Statement of Additional Information containing
information for AXP Variable Portfolio - Investment Series, Inc., AXP
Variable Portfolio - Income Series, Inc., AXP Variable Portfolio -
Managed Series, Inc. and AXP Variable Portfolio - Money Market Series,
Inc. filed in Post-Effective Amendment No. 43 to Registration
Statement No. 2-73115 is incorporated 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, 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, 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, is
incorporated by reference.
(d)(2) 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, filed
electronically as Exhibit (d)(2) to Registrant's Post-Effective
Amendment No. 27, filed on or about Oct. 29, 1999 is incorporated by
reference.
(d)(3) Investment Advisory Agreement between IDS Life Insurance Company and
American Express Financial Corporation dated Oct. 14, 1998, filed
electronically as Exhibit 5(b) to Registrant's Post-Effective
Amendment No. 23 filed on or about Oct. 30, 1998, is incorporated by
reference.
(d)(4) Addendum to Investment Advisory Agreement dated Oct. 14, 1999, between
IDS Life Insurance Company and American Express Financial Corporation
filed electronically as Exhibit (d)(5) to Post-Effective Amendment No.
40 to Registration Statement No. 2-73115 filed on or about Oct. 29,
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, is incorporated by reference.
(d)(6) 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. 27, filed on or about Oct. 29, 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, is incorporated
by reference.
(g)(2) 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. 27, filed on or about
Oct. 29, 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 filed electronically as Exhibit
(g)(3) to IDS Precious Metal Fund, Inc.'s Post-Effective Amendment No.
33, Registration Statement No. 2-93745 filed on or about May 24, 1999,
is incorporated by reference.
(h)(1) 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, is incorporated by
reference.
(h)(2) License Agreement dated June 17, 1999 between the American Express
Funds and American Express Company filed electronically on or about
Sept. 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc.'s
Post-Effective Amendment No. 98 to Registration Statement No. 2-11358,
is incorporated by reference.
(i) Opinion and consent of counsel as to the legality of the securities
being registered, filed electronically herewith.
(j) Independent Auditors' Consent filed electronically as Exhibit (j) to
Post-Effective Amendment No. 43 to Registration Statement No. 2-73115,
is incorporated by reference.
(k) Omitted Financial Statements: Not Applicable.
(l) Investment Letter of IDS Life Insurance Company dated Oct. 13, 1981,
filed electronically as Exhibit 13 to Post-Effective Amendment No. 25
to Registration Statement No. 2-73115, is incorporated by reference.
(m)(1) Plan and Agreement of Distribution between Registrant (on behalf of
AXPSM Variable Portfolio - Managed Fund) and IDS Life Insurance
Company dated Sept. 20, 1999, filed electronically herewith.
(m)(2) 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, filed electronically as
Exhibit (m) to Registrant's Post-Effective Amendment No. 27, filed on
or about Oct. 29, 1999, is incorporated by reference.
(n) Rule 18f-3 Plan: Not Applicable.
(o) Reserved.
(p)(1) 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.
(p)(2) 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.
<PAGE>
(q)(1) Directors' Power of Attorney to sign Amendments to this Registration
Statement, dated Jan. 13, 2000, filed electronically as Exhibit (p)(1)
to Post-Effective Amendment No. 41 to Registration Statement No.
2-73115 filed on or about Feb. 11, 2000, is incorporated by reference.
(q)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated Jan. 13, 2000, filed electronically as Exhibit (p)(2)
to Post-Effective Amendment No. 41 to Registration Statement No.
2-73115 filed on or about Feb. 11, 2000, is incorporated by reference.
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 200 AXP Financial Center Director and President
Executive Vice President Assurance Company Minneapolis, MN 55474
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
IDS Life Series Fund, Inc. Director
------------------------------- ---------------------------- ---------------------------- ----------------------------
Mark W. Carter, American Express Financial 200 AXP Financial Center Senior Vice President and
Executive Vice President Advisors Inc. Minneapolis, MN 55474 Chief Marketing Officer
American Express Financial Director, Senior Vice
Corporation President and Chief
Marketing Officer
------------------------------- ---------------------------- ---------------------------- ----------------------------
Robert M. Elconin, American Express Financial 200 AXP Financial Center Vice President
Vice President Advisors Inc. Minneapolis, MN 55474
American Express Financial Vice President
Corporation
------------------------------- ---------------------------- ---------------------------- ----------------------------
Lorraine R. Hart, AMEX Assurance Company 200 AXP Financial Center Vice President
Vice President Minneapolis, MN 55474
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
<PAGE>
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 200 AXP Financial Center Vice President, Treasurer
Vice President Minneapolis, MN 55474 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.
<PAGE>
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
<PAGE>
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 200 AXP Financial Center Director
Director Minneapolis, MN 55474
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 200 AXP Financial Center Vice President
Vice President Advisors Inc. Minneapolis, MN 55474
American Express Financial Vice President
Corporation
IDS Life Series Fund, Inc. Director
------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company 200 AXP Financial Center Director
Director, Chief Executive Minneapolis, MN 55474
Officer and President
American Centurion Life Director and Chairman of
Assurance Company the Board
American Enterprise Life Director and Chairman of
Insurance Company the Board
<PAGE>
American Express Director and President
Corporation
American Express Financial Senior Vice President
Advisors Inc.
American Express Financial Director and Senior Vice
Corporation President-Insurance
Products
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 200 AXP Financial Center Vice President
Director and Executive Vice Advisors Inc. Minneapolis, MN 55474
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 200 AXP Financial Center Vice President
Director and Executive Vice Insurance Company Minneapolis, MN 55474
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 200 AXP Financial Center Director and Senior Vice
Director and Executive Vice Advisors Inc. Minneapolis, MN 55474 President-Investment
President Products
American Express Financial Vice President
Corporation
American Express Trust Vice President
Company
------------------------------- ---------------------------- ---------------------------- ----------------------------
Barry J. Murphy, American Enterprise Director
Director and Executive Vice Investment Services Inc.
President
<PAGE>
American Express Client 200 AXP Financial Center Director and President
Service Corporation Minneapolis, MN 55474
American Express Financial Senior Vice President
Advisors Inc.
American Express Financial Director and Senior Vice
Corporation President
------------------------------- ---------------------------- ---------------------------- ----------------------------
James R. Palmer, American Express Financial 200 AXP Financial Center Vice President
Vice President Advisors Inc. Minneapolis, MN 55474
American Express Financial Vice President
Corporation
------------------------------- ---------------------------- ---------------------------- ----------------------------
Stuart A. Sedlacek, AMEX Assurance Company 200 AXP Financial Center Director
Director and Executive Vice Minneapolis, MN 55474
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
------------------------------- ---------------------------- ---------------------------- ----------------------------
William A. Stoltzmann, American Enterprise Life 200 AXP Financial Center Director, Vice President,
Vice President, General Insurance Company Minneapolis, MN 55474 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
<PAGE>
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 200 AXP Financial Center Vice President and
Vice President and Controller Assurance Company Minneapolis, MN 55474 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
200 AXP Financial Center
Minneapolis, MN 55474
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, AXP Variable Portfolio - Managed Series, Inc. certifies that it meets all
of the requirements for effectiveness of this Amendment to its Registration
Statement under Rule 485(b) of the Securities Act and has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Minneapolis and State of Minnesota
on the 27th day of October, 2000.
AXP VARIABLE PORTFOLIO - MANAGED SERIES, INC.
By /s/ Arne H. Carlson**
___________________________________________
Arne H. Carlson, Chief Executive Officer
By
/s/ John M. Knight
John M. Knight, Treasurer
Pursuant to the requirements of the Securities Act this Amendment to its
Registration Statement has been signed below by the following persons in the
capacities indicated on the 27th day of October, 2000.
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
/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. 13, 2000, filed
electronically as Exhibit (p)(1) to Post-Effective Amendment No. 41 to
Registration Statement No. 2-73115, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney dated Jan. 13, 2000, filed
electronically as Exhibit (p)(2) to Post-Effective Amendment No. 41 to
Registration Statement No. 2-73115, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NUMBER 28 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.
Exhibits.
