IDS LIFE SERIES FUND INC
485BPOS, 1999-06-29
Previous: CYANOTECH CORP, NT 10-K, 1999-06-29
Next: IDS LIFE SERIES FUND INC, NSAR-B, 1999-06-29





<PAGE>
                                SECURITIES AND EXCHANGE COMMISSION

                                      Washington, D.C. 20549

                                             Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [ ]

Pre-Effective Amendment No.                                                [ ]

Post-Effective Amendment No.         25        (File No. 2-97636)          [X]
                                 ---------

                                              and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            [ ]

Amendment No.        25        (File No. 811-4299)                         [X]
                  ---------


                       IDS LIFE SERIES FUND, INC.
- ---------------------------------------------------------------------------

             IDS Tower 10, Minneapolis, Minnesota 55440-0010
- ---------------------------------------------------------------------------

                             (612) 671-3678
- ---------------------------------------------------------------------------

      Mary Ellyn Minenko - IDS Tower 10, Minneapolis, MN 55440-0010
- ---------------------------------------------------------------------------

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 June 29, 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>
IDS Life Series Fund, Inc.
     Equity Portfolio
     Equity Income Portfolio
     Government Securities Portfolio
     Income Portfolio
     International Equity Portfolio
     Managed Portfolio
     Money Market Portfolio

prospectus/june 29, 1999

References to "Fund" throughout the remainder of this prospectus refer to Equity
Portfolio, Equity Income Portfolio, Government Securities Portfolio, Income
Portfolio, International Equity Portfolio, Managed Portfolio and Money Market
Portfolio, singularly or collectively as the context requires.

Please note that each Fund:

o is not a bank deposit

o is not federally insured

o is not endorsed by a bank or government agency

o is not guaranteed to achieve its goals

Like all mutual funds,  the Securities and Exchange  Commission has not approved
or disapproved  these securities or passed upon the adequacy or accuracy of this
prospectus.  Any representation to the contrary is a criminal offense.

IDS Life  Insurance  Company (IDS Life) is not a bank or financial  institution,
and the securities it offers are not deposits or  obligations  of, or guaranteed
or endorsed by, any bank or financial  institution,  nor are they insured by the
Federal Deposit Insurance  Corporation,  the Federal Reserve Board, or any other
agency.

Managed by IDS Life Insurance Company
<PAGE>
Table of Contents

TAKE A CLOSER LOOK AT:

The Funds

Equity Portfolio                                         3p
Goal                                                     3p
Investment Strategy                                      3p
Risks                                                    4p
Past Performance                                         5p
Management                                               6p
Equity Income Portfolio                                  7p
Goal                                                     7p
Investment Strategy                                      7p
Risks                                                    8p
Management                                               8p
Past Performance                                         8p
Government Securities Portfolio                          9p
Goal                                                     9p
Investment Strategy                                      9p
Risks                                                    9p
Past Performance                                        10p
Management                                              11p
Income Portfolio                                        12p
Goal                                                    12p
Investment Strategy                                     12p
Risks                                                   13p
Past Performance                                        13p
Management                                              14p

International Equity Portfolio                          15p
Goal                                                    15p
Investment Strategy                                     15p
Risks                                                   16p
Past Performance                                        17p
Management                                              18p
Managed Portfolio                                       19p
Goal                                                    19p
Investment Strategy                                     19p
Risks                                                   20p
Past Performance                                        20p
Management                                              21p
Money Market Portfolio                                  22p
Goal                                                    22p
Investment Strategy                                     22p
Risks                                                   23p
Past Performance                                        23p
Management                                              24p
Buying and Selling Shares                               24p
Valuing Fund Shares                                     24p
Purchasing Shares                                       24p
Transferring/Selling Shares                             24p
Distributions and Taxes                                 25p
Business Structure                                      26p
Financial Highlights                                    28p

<PAGE>

Please remember that you may not buy (nor will you own) shares of the Fund
directly. You invest by buying a variable life insurance policy from IDS Life or
IDS Life Insurance Company of New York and allocating your premium payments to
the subaccounts that invest in the Fund. The Fund may have similar investment
policies, goals and objectives as other funds managed or advised by IDS Life or
its affiliates. However, it is not the same as those other funds. It will have
its own portfolio holdings and its own fees and expenses. Accordingly, the
performance of the Fund will not be the same as any other fund.

Equity Portfolio


GOAL
The goal of the Fund is capital appreciation. Because any investment involves
risk, achieving this goal cannot be guaranteed.


INVESTMENT  STRATEGY

The Fund primarily invests in U.S. common stocks and securities convertible into
common stocks.

In pursuit of the Fund's goal, American Express Financial Corporation (AEFC),
   the Fund's investment advisor, chooses equity investments by:

o  Identifying companies with:
   -- effective management,
   -- financial strength,
   -- competitive market position, and
   -- growth potential (these companies may be well-seasoned or relatively new
   and lesser-known as long as the investment advisor believes the stock is
   attractive for capital growth),

o Anticipating market trends.

In evaluating whether to sell a security, AEFC considers, among other factors,
   whether:

     -- the security is overvalued,
     -- the security has reached AEFC's price objective,
     -- the company has met AEFC's earnings and/or growth expectations,
     -- political, economic, or other events could affect the company's
        performance,
     -- AEFC wishes to minimize potential losses (i.e., in a market down-turn),
     -- AEFC wishes to lock-in profits, and
     -- AEFC identifies a more attractive opportunity.

Although not a primary investment strategy, the Fund also may invest in foreign
securities, derivative instruments, money market securities, and other
instruments.

During weak or declining markets or when growth opportunities are unavailable,
the Fund may invest more of its assets in money market securities. Although the
Fund primarily will invest in these securities to avoid losses, this type of
investing also could reduce the benefit from any improvement in the market or
result in the Fund not achieving its goal. During these times, AEFC may make
frequent securities trades that could result in increased fees and expenses.

For more information on strategies and holdings, see the Statement of Additional
Information (SAI) and the annual/semiannual reports.

<PAGE>
RISKS
This Fund is designed for investors with above-average risk tolerance. Please
remember that with any investment you may lose money. Principal risks associated
with an investment in the Fund include:

   Market Risk
   Small Company Risk
   Style Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

Small Company Risk
Investments in small and medium companies often involve greater risks than
investments in larger, more established companies because small and medium
companies may lack the management experience, financial resources, product
diversification, and competitive strengths of larger companies. In addition, in
many instances the securities of small and medium companies are traded only
over-the-counter or on regional securities exchanges and the frequency and
volume of their trading is substantially less than is typical of larger
companies.

Style Risk
AEFC purchases growth stocks based on the expectation that the companies will
have strong growth in earnings. The price paid often reflects an expected rate
of growth. If that growth fails to occur, the price of the stock may decline
significantly and quickly.

<PAGE>

PAST PERFORMANCE
The following bar chart and table show the risks and variability of investing
in the Fund by showing:

o how the Fund's performance has varied for each full calendar year that the
  Fund existed, and
o how its average annual total returns compare to other recognized securities
  market indexes.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.

Equity Portfolio Performance (based on calendar years)
- -------------------------------------------------------------------------------
+23.72% -4.90%  +66.28% +5.20% +13.36% +2.76%  +38.39% +19.91% +21.13%  +9.05%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1989    1990    1991    1992    1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


During the period shown in the bar chart, the highest return for a calendar
quarter was +26.33% (quarter ending December 1998) and the lowest return for a
calendar quarter was -23.55% (quarter ending September 1998).

The Fund's year to date return as of March 31, 1999 was -1.86%.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
  Average Annual Total Returns (as of Dec. 31, 1998)
                                                           1 year                         5 years                    10 years
- ---------------------------------------------------------------------------------------------------
<S>                                                    <C>                           <C>
 Equity Portfolio                                          +9.05%                         +17.64%                     +18.05%
 S&P 500 Index                                            +28.57%                         +24.01%                     +18.29%
 S&P MidCap 400 Index                                     +18.91%                         +18.68%                     +17.90%
- ---------------------------------------------------------------------------------------------------
 Lipper Growth & Income Fund Index                        +13.58%                         +17.83%                     +15.54%
</TABLE>
This table shows total returns from a hypothetical investment in the Fund.
Comparison index returns are for the same period. The expenses do not reflect
the expenses that apply to the subaccounts or the policies. Inclusion of these
charges would reduce total return for all periods shown.

For purposes of calculation, information about each Fund assumes the deduction
of applicable portfolio expenses, makes no adjustments for taxes that may have
been paid on the reinvested income and capital gains, and covers a period of
widely fluctuating securities prices.

S&P 500 Index, an unmanaged list of common stocks, is frequently used as a
general measure of market performance. The index reflects reinvestment of all
distributions and changes in market prices, but excludes brokerage commissions
or other fees. However, the S&P500 Index companies are generally larger than
those in which the Fund invests.

The S&P MidCap 400 Index is a  capitalization-weighted  index that  measures the
performance  of the mid-range  sector of the U.S.  stock  market.  The index was
developed with a base level of 100 as of Dec. 31, 1990.

<PAGE>

Lipper Growth & Income Fund Index, an unmanaged index published by Lipper
Analytical Services, Inc., includes 30 funds that are generally similar to the
Fund, although some funds in the index may have somewhat different investment
policies or objectives.

The securities included in the indexes may not be the same as those held by
the Fund.


MANAGEMENT
Louis Giglio joined AEFC in January 1994 and serves as portfolio manager. He was
appointed to manage this Fund in April 1997. He also serves as portfolio manager
for IDS Strategy Aggressive Fund and the World Technologies Portfolio. Prior to
joining AEFC, he had eight years of experience as a financial analyst with Bear,
Stearns & Co. Inc. covering the microcomputer software and computer services
industries.

<PAGE>

Equity Income Portfolio

GOAL
The goals of the Fund are a high level of current income and, as a secondary
goal, steady growth of capital. Because any investment involves risk, achieving
this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets primarily are invested in equity securities. Under normal
market conditions, the Fund will invest at least 65% of its net assets in
dividend-paying common and preferred stocks.

The selection of dividend-paying stocks is the primary decision in building the
investment portfolio.

In pursuit of the Fund's goal, AEFC, the Fund's investment advisor, chooses
equity investments by:

o Identifying companies with:
   -- dividend-paying stocks,
   -- effective management,
   -- financial strength, and
   -- moderate growth potential.
o Determining specific industry weightings within the following sectors:
   -- Consumer cyclical     -- Energy
   -- Consumer stable       -- Technology
   -- Financial             -- Industrial
o Identifying stocks that are selling at low prices in relation to:
   -- current and projected earnings,
   -- current and projected dividends, and
   -- historic price levels.
In evaluating whether to sell a security, AEFC considers, among other factors,
whether:
   -- the security is overvalued,
   -- the security has reached AEFC's price objective,
   -- the company has met AEFC's earnings and/or growth expectations, and
   -- the company or the security continues to meet the other standards
      described above.

<PAGE>

Although not a primary investment strategy, the Fund also may invest in foreign
securities, convertible securities, real estate investment trusts, debt
obligations (including bonds and commercial paper), money market securities, and
other instruments.

During weak or declining  markets or when growth  opportunities are unavailable,
the Fund may invest more of its assets in money market  securities or commercial
paper.  Although the Fund  primarily  will invest in these  securities  to avoid
losses,  this type of investing could reduce the benefit from any improvement in
the market or result in the Fund not  achieving  its goal.  During  these times,
AEFC may make frequent  securities  trades that could result in increased  fees,
expenses, and taxes.

For more information on strategies, see the Fund's SAI.

RISKS
Please remember that with any mutual fund investment you may lose money.
Principal risks associated with an investment in the Fund include:

   Market Risk
   Sector/Concentration Risk
   Inflation Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

Sector/Concentration Risk
Investments that are concentrated in a particular issuer, geographic region, or
industry will be more susceptible to changes in price (the more you diversify,
the more you spread risk).

Inflation Risk
Also known as purchasing power risk, inflation risk measures the effects of
continually rising prices on investments. If an investment's yield is lower than
the rate of inflation, your money will have less purchasing power as time goes
on.

MANAGEMENT
Kurt Winters, senior portfolio manager, joined AEFC in 1987. Kurt is responsible
for overall investment management, including the determination of the sectors in
which the Fund will invest. A team of research professionals makes investment
decisions within those sectors. From 1992 to 1995, he managed IDS Life Series
Fund, Managed Portfolio. He was appointed to manage IDS Discovery Fund in 1995.
He also manages IDS Equity Value Fund, IDS Progressive Fund and Balanced
Portfolio.

PAST PERFORMANCE
The Fund is new and began operation on May 3, 1999 and, therefore, performance
information is not available at this time.

<PAGE>

Goverment Securities Portfolio

GOAL
The goal of the Fund is a high level of current income and safety of principal.
Because any investment involves risk, achieving this goal cannot be guaranteed.


INVESTMENT STRATEGY
Under normal market conditions, the Fund's assets primarily are invested in
securities issued or guaranteed as to principal and interest by the U.S.
government and its agencies.

In pursuit of the Fund's goal, AEFC, the Fund's investment advisor, chooses
investments by:

o  Considering opportunities and risks by reviewing credit characteristics and
   interest rate outlook.
o  Identifying and buying securities that:
   -- are high quality, or
   -- have similar qualities, in AEFC's opinion, even though they are not rated
      or have been given a lower rating by a rating agency, and
   -- have short or intermediate-term maturities.

In evaluating whether to sell a security, AEFC considers, among other factors,
whether:
   -- the interest rate or economic outlook changes,
   -- the security is overvalued,
   -- AEFC wishes to lock-in profits,
   -- AEFC identifies a more attractive opportunity, and
   -- the issuer or the security continues to meet the other standards
      described above.

Although not a primary investment strategy, the Fund also may invest in money
market securities, investment grade non-governmental debt obligations, and other
instruments.

During weak or declining markets, the Fund may invest more of its assets in
money market securities. Although the Fund primarily will invest in these
securities to avoid losses, this type of investing also could reduce the benefit
from any improvement in the market or result in the Fund not achieving its goal.
During these times, AEFC may make frequent securities trades that could result
in increased fees and expenses.

For more information on strategies and holdings, see the SAI and the
annual/semiannual reports.

RISKS
Please remember that with any investment you may lose money. Principal risks
associated with an investment in the Fund include:
   Market Risk
   Correlation Risk
   Interest Rate Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

<PAGE>

Correlation Risk
The risk that a given transaction may fail to achieve its objectives due to an
imperfect relationship between markets. Certain investments may react more
negatively than others in response to changing market conditions.

Interest Rate Risk
The risk of losses attributable to changes in interest rates. This term is
generally associated with bond prices (when interest rates rise, bond prices
fall).

PAST PERFORMANCE
The following bar chart and table show the risks and variability of investing in
the Fund by showing:

o how the Fund's performance has varied for each full calendar year that the
  Fund existed, and
o how its average annual total returns compare to a recognized securities
  market index.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.

Government Securities Portfolio Performance (based on calendar years)

- -------------------------------------------------------------------------------
+15.28% +6.09% +16.39% +6.68%  +12.18% -4.89%  +18.02% +1.49%  +8.60%  +8.39%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1989    1990    1991    1992    1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the period shown in the bar chart, the highest return for a calendar
quarter was +9.50% (quarter ending June 1989) and the lowest return for a
calendar quarter was -4.14% (quarter ending March 1994).

The Fund's year to date return as of March 31, 1999 was -1.02%.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
 Average Annual Total Returns (as of Dec. 31, 1998)
                                                           1 year                         5 years                    10 years
- ---------------------------------------------------------------------------------------------------
<S>                                                    <C>                           <C>
 Government Securities Portfolio                           +8.39%                          +6.04%                      +8.61%
- ---------------------------------------------------------------------------------------------------
 Merrill Lynch 1-3 Year Government Index                   +6.98%                          +5.98%                      +7.38%
</TABLE>
This table shows total returns from a hypothetical investment in the Fund.
Comparison index returns are for the same period. The expenses do not reflect
the expenses that apply to the subaccounts or the policies. Inclusion of these
charges would reduce total return for all periods shown.

For purposes of calculation, information about each Fund assumes the deduction
of applicable portfolio expenses, makes no adjustments for taxes that may have
been paid on the reinvested income and capital gains, and covers a period of
widely fluctuating securities prices.

<PAGE>

Merrill Lynch 1-3 Year Government Index is an unmanaged list of all treasury and
agency securities. The index is used as a general measure of performance.
However, the securities used to create the index may not be representative of
the debt securities held in the Government Securities Portfolio. The securities
included in the index may not be the same as those held by the Fund.


MANAGEMENT
Colin Lundgren joined AEFC in 1986 and serves as portfolio manager. He has
managed the Fund since January 1997. He served as associate portfolio manager
for IDS Advisory and Wealth Management Service from 1995 to 1997. Prior to that
he held various positions of responsibility for the development and operation of
enhanced equity index products, fixed income quantitative analysis, and mortgage
sector analysis.

<PAGE>

Income Portfolio

GOAL
The goal of the Fund is to maximize current income while attempting to conserve
the value of the investment and to continue the high level of income for the
longest period of time. Because any investment involves risk, achieving this
goal cannot be guaranteed.

INVESTMENT STRATEGY
Under normal market conditions, the Fund primarily will invest in debt
securities. At least 50% of its net assets are invested in investment grade
corporate bonds, certain unrated debt obligations that are believed to be of
investment grade quality, and government securities (including asset-backed
securities). The Fund will purchase bonds that are issued by U.S. and foreign
companies. Foreign investments are limited to 25% of the Fund's total assets.

In pursuit of the Fund's goal, AEFC, the Fund's investment advisor, chooses
investments by:

o  Considering opportunities and risks by reviewing credit characteristics and
   interest rate outlook.

o  Identifying and buying securities that:
   -- are medium and high quality,
   -- have maturities that complement AEFC's expectations for long-term and
      short-term interest rates, and
   -- are expected to outperform other market sectors on a risk-adjusted
      basis (i.e., after considering coupon, sinking fund provision, call
      protection, and quality).

In evaluating whether to sell a security, AEFC considers, among other factors,
whether:
   -- the interest rate or economic outlook changes,
   -- a sector or industry is experiencing change,
   -- a security's rating is changed or is vulnerable to a change,
   -- the security is overvalued, and
   -- AEFC identifies a more attractive opportunity.

Although not a primary investment strategy, the Fund also may invest in money
market securities, derivative instruments, convertible securities, and other
instruments.

During weak or declining markets, the Fund may invest more of its assets in
money market securities. Although the Fund primarily will invest in these
securities to avoid losses, this type of investing also could reduce the benefit
from any improvement in the market or result in the Fund not achieving its goal.
During these times, AEFC may make frequent securities trades that could result
in increased fees and expenses.

For more information on strategies and holdings, see the SAI and the
annual/semiannual reports.

<PAGE>

RISKS

Please  remember that with any  investment you may lose money.  Principal  risks
associated with an investment in the Fund include:

   Market Risk
   Interest Rate Risk
   Credit Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

Interest Rate Risk
The risk of losses attributable to changes in interest rates. This term is
generally associated with bond prices (when interest rates rise, bond prices
fall).

Credit Risk
The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.

PAST PERFORMANCE
The following bar chart and table show the risks and variability of investing in
the Fund by showing:
o how the Fund's performance has varied for each full calendar year that the
  Fund existed, and
o how its average annual total returns compare to a recognized securities
  market index.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.

Income Portfolio Performance (based on calendar years)

- -------------------------------------------------------------------------------
+11.63% +6.04% +15.43% +9.62%  +14.92% -4.38%  +21.04% +3.60%  +8.04%   +5.49%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1989    1990    1991    1992    1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the period shown in the bar chart, the highest return for a calendar
quarter was +7.24% (quarter ending June 1995) and the lowest return for a
calendar quarter was -3.44% (quarter ending March 1994).

The Fund's year to date return as of March 31, 1999 was +0.06%.

<PAGE>
<TABLE>
<CAPTION>
 Average Annual Total Returns (as of Dec. 31, 1998)
                                                           1 year                         5 years                    10 years
- ---------------------------------------------------------------------------------------------------
<S>                                                  <C>                         <C>
 Income Portfolio                                          +5.49%                          +6.42%                      +8.92%

- ---------------------------------------------------------------------------------------------------
 Lehman Brothers Aggregate Bond Index                      +7.44%                          +6.97%                      +9.10%
</TABLE>
This table shows total returns from a hypothetical investment in the Fund.
Comparison index returns are for the same period. The expenses do not reflect
the expenses that apply to the subaccounts or the policies. Inclusion of these
charges would reduce total return for all periods shown.

For purposes of calculation, information about each Fund assumes the deduction
of applicable portfolio expenses, makes no adjustments for taxes that may have
been paid on the reinvested income and capital gains, and covers a period of
widely fluctuating securities prices.

Lehman Brothers Aggregate Bond Index is an unmanaged index made up of a
representative list of government and corporate bonds as well as asset-backed
and mortgage-backed securities. The index is frequently used as a general
measure of bond market performance. The index reflects reinvestment of all
distributions and changes in market prices, but excludes brokerage commissions
or other fees. However, the securities used to create the index may not be
representative of the bonds held in the Fund.

MANAGEMENT
Lorraine R. Hart joined AEFC in 1984 and serves as vice president - insurance
investments. She has managed the Fund since 1991. She also manages the invested
asset portfolios of IDS Life, IDS Life of New York, and American Enterprise Life
Insurance Company.

<PAGE>

International Equity Portfolio

GOAL
The goal of the Fund is capital appreciation. Because any investment involves
risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets primarily are invested in common stocks of foreign issuers.
Under normal market conditions, at least 65% of the Fund's total assets are
invested in foreign equity securities having a potential for superior growth.
The Fund may invest in developed and in emerging markets.

In pursuit of the Fund's goal, AEFC, the Fund's investment advisor, chooses
investments by:
o  Considering opportunities and risks within regions or countries (the
   percentage of assets invested in particular countries or regions will change
   according to their political stability and economic condition -- ordinarily
   AEFC will invest in companies domiciled in at least three foreign countries),
o  Identifying sectors or companies with strong growth potential, and
o  Selecting stocks of companies that AEFC believes have the following
   fundamental strengths:
   -- financial strength,
   -- high demand for their products or services, and
   -- effective management.

AEFC decides how much to invest in various countries and local currencies, and
then buys securities that offer the best opportunity for long-term growth.

In evaluating whether to sell a security, AEFC considers, among other factors,
whether:
   -- the security is overvalued,
   -- the security has reached AEFC's price objective,
   -- the company or the security continues to meet the standards described
      above, and
   -- the region or country is undergoing political, economic, or other change.

AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time, AEFC may purchase derivative instruments to hedge against currency
fluctuations.

Although not a primary investment strategy, the Fund also may invest in money
market securities, debt securities, and other instruments.

During weak or declining markets or when growth opportunities are unavailable,
the Fund may invest more of its assets in these securities. Although the Fund
will invest in these securities primarily to avoid losses, this type of
investing also could reduce the benefit from any improvement in the market or
result in the Fund not achieving its goal. During these times, AEFC may make
frequent securities trades that could result in increased fees and expenses.

For more information on strategies and holdings, see the SAI and the
annual/semiannual reports.

<PAGE>

RISKS
This Fund is designed for long-term investors with above-average risk tolerance.
Please remember that with any investment you may lose money. Principal risks
associated with an investment in the Fund include:

   Market Risk
   Correlation Risk
   Foreign/Emerging Markets Risk
   Liquidity Risk
   Style Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

Correlation Risk
The risk that a given transaction may fail to achieve its objectives due to an
imperfect relationship between markets. Certain investments may react more
negatively than others in response to changing market conditions.

Foreign/Emerging Markets Risk
The following are all components of foreign/emerging markets risk:

Country risk includes the political, economic, and other conditions of a
country. These conditions include lack of publicly available information, less
government oversight (including lack of accounting, auditing, and financial
reporting standards), the possibility of government-imposed restrictions, and
even the nationalization of assets.

Currency risk results from the constantly changing exchange rate between local
currency and the U.S. dollar. Whenever an investor holds securities valued in
local currency or holds the currency, changes in the exchange rate add or
subtract from the value of the investment.

Custody risk refers to the process of clearing and settling trades. It also
covers holding securities with local agents and depositories. Low trading
volumes and volatile prices in less developed markets make trades harder to
complete and settle. Local agents are held only to the standard of care of the
local market. Governments or trade groups may compel local agents to hold
securities in designated depositories that are not subject to independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

Emerging markets risk includes the dramatic pace of change (economic, social,
and political) in these countries as well as the other considerations listed
above. These markets are in early stages of development and are extremely
volatile. They can be marked by extreme inflation, devaluation of currencies,
dependence on trade partners, and hostile relations with neighboring countries.

Liquidity Risk
Securities may be difficult or impossible to sell at the time that the Fund
would like. The Fund may have to lower the selling price, sell other
investments, or forego an investment opportunity.

Style Risk
AEFC purchases growth stocks based on the expectation that the companies will
have strong growth in earnings. The price paid often reflects an expected rate
of growth. If that growth fails to occur, the price of the stock may decline
quickly.

<PAGE>

PAST PERFORMANCE
The following bar chart and table show the risks and variability of investing in
the Fund by showing:

o how the Fund's performance has varied for each full calendar year that the
Fund existed, and
o how its average annual total returns compare to other recognized securities
market indexes.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.

International Equity Portfolio Performance (based on calendar years)

- -------------------------------------------------------------------------------
                                               +39.33% +23.85% +6.20%  +21.52%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1989    1990    1991    1992    1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the period shown in the bar chart, the highest return for a calendar
quarter was +17.80% (quarter ending June 1995) and the lowest return for a
calendar quarter was -15.13% (quarter ending September 1998). The Fund's year to
date return as of March 31, 1999 was +2.25%.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
 Average Annual Total Returns (as of Dec. 31, 1998)
                                                                                          1 year                  Since inception
- ---------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                 <C>
 International Equity Portfolio                                                           +21.52%                    +20.67%a
- ---------------------------------------------------------------------------------------------------
 Goldman Sachs Extended Global Market Index ex U.S.                                       +16.70%                    +10.44%b
</TABLE>
a Inception date was Oct. 28, 1994.
b Measurement period started Nov. 1, 1994.

This table shows total returns from a hypothetical investment in the Fund.
Comparison index returns are for the same period. The expenses do not reflect
the expenses that apply to the subaccounts or the policies. Inclusion of these
charges would reduce total return for all periods shown.

For purposes of calculation, information about each Fund assumes the deduction
of applicable portfolio expenses, makes no adjustments for taxes that may have
been paid on the reinvested income and capital gains, and covers a period of
widely fluctuating securities prices.

<PAGE>

The Goldman Sachs Extended Global Market Index ex. U.S. consists of market
capitalization-weighted combinations of the Financial Times/Standard & Poor's
(FT/S&P) Actuaries World Indices and the International Finance Corporation
Investable (IFCI) Indices. The FT/S&P Actuaries Indices include 26 primarily
developed countries and cover approximately 80% of the equity capitalization
within those countries. The IFCI Market Indices consist of an additional 46
primarily emerging market countries and covers between 60% and 70% of the total
capitalization in the markets included. The index is used here as a general
measure of performance. However, the securities used to create the index may not
be representative of the securities held in the International Equity Portfolio.
The securities included in the indexes may not be the same as those held by the
Fund.

MANAGEMENT
John O'Brien joined AEFC in 1988 and serves as vice president and portfolio
manager for American Express Asset Management International Inc. He became
portfolio manager of this Fund and World Growth Portfolio in September 1997. He
also is a member of the portfolio management team for Total Return Portfolio.

<PAGE>


Managed Portfolio

GOAL
The goal of the Fund is to maximize total investment return through a
combination of capital appreciation and current income. Because any investment
involves risk, achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets primarily are invested in a combination of equity and debt
securities. It will invest in a combination of common and preferred stocks,
convertible securities, debt securities, and money market instruments. Its
investments will be continuously adjusted subject to the following three net
asset limits: (1) up to 75% in equity securities, (2) up to 75% in bonds or
other debt securities, and (3) up to 100% in money market instruments. Of the
assets invested in bonds, at least 50% will be in investment grade corporate
bonds (or in other bonds that the investment manager believes have the same
investment qualities) and in government bonds. Foreign investments will not
exceed 25% of the Fund's total assets.

In pursuit of the Fund's goal, AEFC, the Fund's investment advisor, chooses
equity investments by:

o Identifying companies with:
   -- effective management,
   -- financial strength,
   -- competitive market position, and
   -- growth potential (these companies may be well-seasoned or relatively new
      and lesser-known as long as the investment advisor believes the stock is
      attractive for capital growth),
o Anticipating market trends.

AEFC chooses debt obligations by:
o  Considering opportunities and risks by credit rating and currency.
o  Focusing on investment-grade U.S. and foreign bonds.
o  Focusing on bonds that contribute to portfolio diversification.

In evaluating whether to sell a security, AEFC considers, among other factors,
whether:
     -- the security is overvalued,
     -- the security has reached AEFC's price objective, and
     -- the company or the security continues to meet the standards
        described above.

Although not a primary investement strategy, the Fund also may invest in certain
other instruments (including derivative instruments). AEFC may make frequent
securities trades that could result in increased fees and expenses.

For more information on strategies and holdings, see the SAI and the
annual/semiannual reports.

<PAGE>

RISKS
Please remember that with any investment you may lose money. Principal risks
associated with an investment in the Fund include:
   Market Risk
   Interest Rate Risk
   Credit Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

Interest Rate Risk
The risk of losses attributable to changes in interest rates. This term is
generally associated with bond prices (when interest rates rise, bond prices
fall).

Credit Risk
The risk that the issuer of a security, or the counterparty to a contract, will
default or otherwise become unable to honor a financial obligation (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing company to pay interest and principal when due than to
changes in interest rates. They have greater price fluctuations and are more
likely to experience a default.

PAST PERFORMANCE
The following bar chart and table show the risks and variability of investing in
the Fund by showing:

o how the Fund's performance has varied for each full calendar year that the
  Fund existed, and
o how its average annual total returns compare to other recognized securities
  market indexes.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.


- --------------------------------------------------------------------------------
Managed Portfolio Performance (based on calendar years)

- -------------------------------------------------------------------------------
+30.61% +8.39% +32.11% +10.34% +19.87% +0.66%  +19.04% +14.52% +17.91% +14.42%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1989    1990    1991    1992    1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the period shown in the bar chart, the highest return for a calendar
quarter was +16.86% (quarter ending December 1998) and the lowest return for a
calendar quarter was -11.45% (quarter ending September 1998).

The Fund's year to date return as of March 31, 1999 was +4.95%.

<PAGE>

<TABLE>
<CAPTION>
Average Annual Total Returns (as of Dec. 31, 1998)

                                                           1 year                         5 years                    10 years
- ---------------------------------------------------------------------------------------------------
<S>                                                    <C>                           <C>
 Managed Portfolio                                        +14.42%                         +13.11%                     +16.44%
 S&P 500 Index                                            +28.57%                         +24.01%                     +18.29%
- ---------------------------------------------------------------------------------------------------
 Lipper Balanced Fund Index                               +15.09%                         +13.87%                     +13.32%
</TABLE>
This table shows total returns from a hypothetical investment in the Fund.
Comparison index returns are for the same period. The expenses do not reflect
the expenses that apply to the subaccounts or the policies. Inclusion of these
charges would reduce total return for all periods shown.

For purposes of calculation, information about each Fund assumes the deduction
of applicable portfolio expenses, makes no adjustments for taxes that may have
been paid on the reinvested income and capital gains, and covers a period of
widely fluctuating securities prices.

S&P 500 Index, an unmanaged list of common stocks, is frequently used as a
general measure of market performance. The index reflects reinvestment of all
distributions and changes in market prices, but excludes brokerage commissions
or other fees. However, the S&P 500 Index companies are generally larger than
those in which the Fund invests.

Lipper Balanced Fund Index, an unmanaged index published by Lipper Analytical
Services, Inc., includes 30 funds that are generally similar to the Fund,
although some funds in the index may have somewhat different investment policies
or objectives.

The securities included in the indexes may not be the same as those held by the
Fund.

MANAGEMENT
Scott Schroepfer joined AEFC in 1990 and serves as senior portfolio manager. He
has managed the fixed income portfolio of Managed Portfolio since 1995 and as
associate portfolio manager since 1994. Prior to that he served as a high-yield
corporate bond analyst.

Douglas Guffy joined AEFC in 1994 as an equity analyst and serves as portfolio
manager. He began managing the equity income portfolio of Managed Portfolio in
September 1998 and served as associate portfolio manager since 1997. Prior to
that, he served as group director-financial services within the research
department.

<PAGE>

Money Market Portfolio

GOAL
The goal of the Fund is to provide maximum current income consistent with
liquidity and conservation of capital. Because any investment involves risk,
achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets primarily are invested in money market instruments, such as
marketable debt obligations issued by the U.S. government or its agencies, bank
certificates of deposit, bankers' acceptances, letters of credit, and commercial
paper.

Because  the Fund  seeks to  maintain a  constant  net asset  value of $1.00 per
share, capital appreciation is not expected to play a role in the Fund's return.
An investment  in the Fund is not insured or  guaranteed by the Federal  Deposit
Insurance Company or any other government agency.

The selection of short-term debt obligations is the primary decision in building
the investment portfolio. The Fund restricts its investments to instruments that
meet certain maturity and quality standards required by the SEC for money market
funds. For example, the Fund:

o limits its average portfolio maturity to ninety days or less;
o buys obligations with remaining maturities of 397 days or less; and
o buys only domestic obligations that present minimal credit risk.

In pursuit of the Fund's goal, AEFC, the Fund's investment advisor, chooses
investments by:

o Considering opportunities and risks given current interest rates and
  anticipated interest rates.
o Purchasing securities based on the timing of cash flows in and out of
  the Fund.

In evaluating whether to sell a security, AEFC considers, among other factors,
whether:

   -- the issuer's credit rating declines or AEFC expects a decline
   (the Fund, in certain cases, may continue to own securities that are
   down-graded until AEFC believes it is advantageous to sell),
   -- political, economic, or other events could affect the issuer's
   performance,
   -- AEFC identifies a more attractive opportunity, and
   -- the issuer or the security continues to meet the other standards
   described above.

For more information on strategies and holdings, see the SAI and the
annual/semiannual reports.

<PAGE>

RISKS
Please remember that with any investment you may lose money. Although the Fund
seeks to maintain the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund. The Fund's yield will vary from
day-to-day. Principal risks associated with an investment in the Fund include:

   Market Risk
   Interest Rate Risk

Market Risk
The market may drop and you may lose money. Market risk may affect a single
issuer, sector of the economy, industry, or the market as a whole. The market
value of all securities may move up and down, sometimes rapidly and
unpredictably.

Interest Rate Risk
The risk of losses attributable to changes in interest rates. This term is
generally associated with bond prices (when interest rates rise, bond prices
fall).

PAST PERFORMANCE
The following bar chart and table show the risks and variability of investing in
the Fund by showing:

o how the Fund's performance has varied for each full calendar year that the
  Fund existed, and
o how its average annual total returns compare to a recognized
  securities market index.

How the Fund performed in the past does not indicate how the Fund will perform
in the future.

 Money Market Portfolio Performance (based on calendar years)

- -------------------------------------------------------------------------------
+8.76% +7.98%  +5.60%  +3.37%  +2.66%  +3.62%  +5.21%  +4.94%  +5.09%  +5.06%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1989    1990    1991    1992    1993    1994    1995    1996    1997     1998
- -------------------------------------------------------------------------------

During the period shown in the bar chart, the highest return for a calendar
quarter was +2.26% (quarter ending June 1989) and the lowest return for a
calendar quarter was +0.63% (quarter ending March 1994).

The Fund's year to date return as of March 31, 1999 was +1.09%.

<PAGE>

<TABLE>
<CAPTION>
 Average Annual Total Returns (as of Dec. 31, 1998)
                                                           1 year                         5 years                    10 years
- ---------------------------------------------------------------------------------------------------
<S>                                                    <C>                           <C>
 Money Market Portfolio                                    +5.06%                          +4.78%                      +5.21%
</TABLE>
This table shows total returns from a hypothetical investment in the Fund. The
expenses do not reflect the expenses that apply to the subaccounts or the
policies. Inclusion of these charges would reduce total return for all periods
shown.

For purposes of calculation, information about each Fund assumes the deduction
of applicable portfolio expenses, makes no adjustments for taxes that may have
been paid on the reinvested income and capital gains, and covers a period of
widely fluctuating securities prices.

MANAGEMENT
Terry Fettig joined AEFC in 1986 and serves as portfolio manager. He has managed
this Fund since 1996. He also serves as portfolio manager of IDS Cash Management
Fund, IDS Intermediate Tax-Exempt Fund, IDS Tax-Free money Fund and IDS Life
Moneyshare Fund.

Buying and Selling Shares

VALUING SHARES
The net asset value (NAV) is the value of a single Fund share. The NAV usually
changes daily, and is calculated at the close of business of the New York Stock
Exchange, normally 3 p.m. Central Standard Time (CST), each business day (any
day the New York Stock Exchange is open).

Money Market Portfolio's securities are valued at amortized cost. In valuing
assets of Equity, Equity Income, Government Securities, Income, International
Equity, and Managed Portfolios investments are valued based on market value, or
where market quotations are not readily available, based on methods selected in
good faith by the board. Because each Fund invests in securities that are
primarily listed on foreign stock exchanges that trade on weekends or other days
when the Fund does not price its shares, the value of the Fund's underlying
investments may change on days when you could not buy or sell shares of the
Fund. Please see the SAI for further information.

PURCHASING SHARES
You may not buy (nor will you own)  shares of the Fund  directly.  You invest by
buying a variable  life  insurance  policy from IDS Life or IDS Life of New York
and allocating your premium payments among different subaccounts of the variable
accounts that invest in the Funds.  In the future,  the Fund may offer shares to
the owners of other variable life and variable  annuity  contracts and qualified
plans.  Shares will be priced at the next NAV calculated  after premium payments
are received by the insurance company. Your financial advisor will help you fill
out and submit an application.  For further information concerning acceptance of
our application see the variable life insurance policy prospectus.

TRANSFERRING/SELLING SHARES
You can transfer all or part of your value in a subaccount investing in shares
of the Fund to one or more of the other subaccounts investing in shares of other
funds with different investment objectives. Please refer to your variable life
insurance policy prospectus for more information about transfers among
subaccounts.

You may sell any shares presented by the subaccounts. Policy surrender details
are described in your variable life insurance policy prospectus. Payment
generally will be mailed within seven days of the surrender request. The amount
may be more or less than the amount invested. Shares will be sold at NAV at the
next close of business after we accept the request.

<PAGE>

Distributions and Taxes
The Fund distributes to shareholders (the variable accounts or subaccounts)
dividends and capital gains to qualify as a regulated investment company and to
avoid paying corporate income and excise taxes.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The Fund's net investment income is distributed to the shareholders (the
variable accounts or subaccounts) as dividends. Capital gains are realized when
a security is sold for a higher price than was paid for it. Short-term capital
gains are included in net investment income. Long-term capital gains are
realized when a security is held for more than one year. The Fund offsets any
net realized capital gains by any available capital loss carryovers. Net
realized long-term capital gains, if any, are distributed by the end of the
calendar year as capital gain distributions.

REINVESTMENT
Since the distributions are reinvested, the total value of the holdings will not
change. The reinvestment price is the NAV at close of business on the day the
distribution is paid.

TAXES
The Internal Revenue Service has issued final regulations relating to the
diversification requirements under section 817(h) of the Internal Revenue Code.
The Fund intends to comply with these requirements.

Federal income taxation of separate accounts, life insurance companies and
variable life insurance policies is discussed in the variable life insurance
policy prospectus.

Income received by the Fund may be subject to foreign tax and  withholding.  Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

<PAGE>

<TABLE>
<CAPTION>
Business Structure
<S>                     <C>                      <C>                      <C>
                                                  Life insurance
                                                  contract owners
                                                  invest in a separate
                                                  account

                                                  Separate account
                                                  invests in the Fund

Investment Advisor:      Investment
American Express         Manager:                                          Custodian:
Financial                IDS Life Insurance                                American Express
Corporation              Company                                           Trust Company
Provides investment      Manages the Fund         The Fund                 Provides safekeeping
advice and executes      and provides                                      of assets: receives a
purchases and sales      administrative                                    fee that varies based
and receives a           services - receives a                             on the number of
portion of the           fee based on                                      securities held.
management fee           average daily net
from IDS Life**          assets.*
                                                                           Sub-Custodian:
                                                                           Bank of New York
</TABLE>
*    Each Fund pays IDS Life a fee for managing its assets. Under the Investment
     Management Services Agreement,  the fee for the most recent fiscal year was
     .70% of average daily net assets for Equity Portfolio,  .70% for Government
     Securities  Portfolio,  .70% for Income  Portfolio,  .95% for International
     Equity  Portfolio,  .70% for Managed  Portfolio,  and .50% for Money Market
     Portfolio.  Under the  Agreement,  each Fund  also  pays  taxes,  brokerage
     commissions and  nonadvisory  expenses.  However,  IDS Life has agreed to a
     voluntary  limit of the annual  charge of 0.10% of average daily net assets
     for these nonadvisory expenses.  IDS Life reserves the right to discontinue
     limiting  these  nonadvisory  expenses  to  0.10%.   However,  its  present
     intention is to continue the limit until the time that actual  expenses are
     less than the limit.

**   IDS Life and AEFC have an Investment  Advisory Agreement that calls for IDS
     Life to pay AEFC a fee for investment  advice.  The fee paid by IDS Life is
     0.25% of average net assets for the year for Equity, Government Securities,
     Income,  Managed and Money Market Portfolios.  The fee paid by IDS Life for
     International Equity Portfolio is 0.35% of average net assets for the year.

<PAGE>

ABOUT AMERICAN EXPRESS FINANCIAL CORPORATION
IDS Life is a wholly owned subsidiary of American Express Financial Corporation
(AEFC), which itself is a wholly owned subsidiary of the American Express
Company, a financial services company headquartered at American Express Tower,
World Financial Center, New York, NY 10285.

IDS Life is a stock life insurance company organized in 1957 under the laws of
the State of Minnesota and located at IDS Tower 10, Minneapolis, MN 55440-0010.
IDS Life conducts a conventional life insurance business in the District of
Columbia and all states except New York.

The AEFC family of companies offers not only insurance and annuities, but also
mutual funds, investment certificates and a broad range of financial management
services. AEFC has been a provider of financial services since 1894 and as of
April 30, 1999 manages more than $224 billion in assets.

YEAR 2000
The Fund could be adversely affected if the computer systems used by AEFC and
the Fund's other service providers do not properly process and calculate
date-related information from and after Jan. 1, 2000. While Year 2000-related
computer problems could have a negative effect on the Fund, AEFC is working to
avoid such problems and to obtain assurances from service providers that they
are taking similar steps.

The companies, governments or international markets in which the Fund invests
also may be adversely affected by Year 2000 issues. To the extent a portfolio
holding is adversely affected by a Year 2000 processing issue, the Fund's return
could be adversely affected.

<PAGE>

Financial Highlights
Equity Portfolio
<TABLE>
<CAPTION>
Fiscal period ended April 30,

- ---------------------------------------------------------------------------------------------------
 Per share income and capital changesa
                                           1999              1998             1997              1996              1995
<S>                                       <C>              <C>            <C>             <C>               <C>
Net asset value, beginning of period        $33.96            $23.52           $29.34            $20.05            $18.10
- ---------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss)                  (.06)             (.08)             .05               .03               .10
Net gains (losses) (both realized and unrealized)              (1.17)           11.55             (1.34)             9.30
2.40
- ---------------------------------------------------------------------------------------------------
Total from investment operations             (1.23)            11.47            (1.29)             9.33              2.50
Less distributions:
Dividends from net investment income         --                --                (.05)             (.03)             (.10)
Distributions from realized gains            (4.93)            (1.03)           (4.48)             (.01)             (.45)
Total distributions                          (4.93)            (1.03)           (4.53)             (.04)             (.55)
- ---------------------------------------------------------------------------------------------------
Net asset value, end of period              $27.80            $33.96           $23.52            $29.34            $20.05

- ---------------------------------------------------------------------------------------------------
 Ratios/supplemental data
Net assets, end of period (in thousands)$988,937         $933,817         $551,518          $448,412          $241,032
- ---------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets  .73%              .72%             .76%              .76%              .77%
Ratio of net investment income (loss)
to average daily net assets                   (.26%)            (.29%)            .21%              .15%              .56%
Portfolio turnover rate
(excluding short-term securities)           130%              147%             231%              184%              144%
Total returnb                                (2.80%)           49.52%           (3.66%)           46.63%            13.87%
- ---------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Total return does not reflect the expenses that apply to the subaccounts
  or the policies.

<PAGE>


                                         Income Portfolio
<TABLE>
<CAPTION>
Fiscal period ended April 30,

- ---------------------------------------------------------------------------------------------------
Per share income and capital changesa
                                           1999              1998             1997              1996              1995
<S>                                     <C>             <C>              <C>              <C>                 <C>
Net asset value, beginning of period        $10.28            $10.03          $  9.93             $9.64             $9.71
- ---------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss)                   .67               .69              .68               .68               .69
Net gains (losses) (both realized and unrealized)               (.32)             .29               .10               .29
(.07)
- ---------------------------------------------------------------------------------------------------
Total from investment operations               .35               .98              .78               .97               .62
- ---------------------------------------------------------------------------------------------------
Less distributions:
Dividends from net investment income          (.67)             (.69)            (.68)             (.68)             (.69)
Distributions from realized gains             (.07)             (.04)           --                --               --
- ---------------------------------------------------------------------------------------------------
Total distributions                           (.74)             (.73)            (.68)             (.68)             (.69)
Net asset value, end of period             $  9.89            $10.28           $10.03             $9.93             $9.64

- ---------------------------------------------------------------------------------------------------
 Ratios/supplemental data
Net assets, end of period (in thousands)     $97,578           $82,773          $66,745           $54,976           $37,823
- ---------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets  .75%              .74%             .80%              .80%              .80%
Ratio of net investment income (loss)
to average daily net assets                   6.65%             6.69%            6.73%             6.72%             7.23%
Portfolio turnover rate
(excluding short-term securities)            22%               94%             106%               36%               55%
Total returnb                                 3.52%             9.97%            8.08%            10.03%             6.67%
- ---------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Total return does not reflect the expenses that apply to the subaccounts or
  the policies.

<PAGE>

                                      Money Market Portfolio
<TABLE>
<CAPTION>
Fiscal period ended April 30,
- ---------------------------------------------------------------------------------------------------
 Per share income and capital changesa
                                           1999              1998             1997              1996              1995
<S>                                     <C>             <C>              <C>              <C>                 <C>
Net asset value, beginning of period         $1.00             $1.00            $1.00             $1.00             $1.00
- ---------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss)                   .05               .05              .05               .05               .04
Less distributions:
Dividends from net investment income          (.05)             (.05)            (.05)             (.05)             (.04)
- ---------------------------------------------------------------------------------------------------
Net asset value, end of period               $1.00             $1.00            $1.00             $1.00             $1.00

- ---------------------------------------------------------------------------------------------------
 Ratios/supplemental data
Net assets, end of period (in thousands)$45,564           $34,373          $28,546           $14,318            $9,885
- ---------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assetsb .60%              .60%             .60%              .60%              .60%
Ratio of net investment income (loss)
to average daily net assets                   4.72%             5.04%            4.81%             5.04%             4.45%
Total returnc                                 4.84%             5.16%            4.91%             5.13%             4.50%
- ---------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.

b IDS Life voluntarily  limited total operating  expenses to 0.60% of average
  daily  net  assets.  Had IDS Life not done so,  the  ratio of  expenses  to
  average daily net assets would have been 0.64%,  0.73%, 0.77% and 0.71% for
  the years ended April 30, 1998, 1997, 1996 and 1995, respectively.

c Total return does not reflect the expenses that apply to the subaccounts or
  the policies.

<PAGE>


                                         Managed Portfolio
<TABLE>
<CAPTION>
Fiscal period ended April 30,
- ---------------------------------------------------------------------------------------------------
 Per share income and capital changesa
                                           1999              1998             1997              1996              1995
<S>                                     <C>             <C>              <C>              <C>                 <C>
Net asset value, beginning of period        $19.81            $17.16           $16.49            $14.11            $13.85
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss)                   .41               .47              .57               .57               .44
Net gains (losses) (both realized and unrealized)               1.49             3.92              1.37              2.51
 .30
- ---------------------------------------------------------------------------------------------------
Total from investment operations              1.90              4.39             1.94              3.08               .74
Less distributions:
Dividends from net investment income          (.41)             (.47)            (.57)             (.57)             (.44)
Distributions from realized gains            (1.22)            (1.27)            (.70)             (.13)             (.04)
- ---------------------------------------------------------------------------------------------------
Total distributions                          (1.63)            (1.74)           (1.27)             (.70)             (.48)
Net asset value, end of period              $20.08            $19.81           $17.16            $16.49            $14.11

- ---------------------------------------------------------------------------------------------------
 Ratios/supplemental data
Net assets, end of period (in thousands)$685,154         $580,697         $410,737          $316,732          $219,986
- ---------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets  .74%              .72%             .75%              .78%              .78%
Ratio of net investment income (loss)
to average daily net assets                   2.23%             2.60%            3.46%             3.73%             3.27%
Portfolio turnover rate
(excluding short-term securities)            96%              112%             100%               83%              143%
Total returnb                                10.52%            26.70%           12.45%            22.28%             5.47%
- ---------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Total return does not reflect the expenses that apply to the subaccounts or
  the policies.

<PAGE>

                                  Government Securities Portfolio
<TABLE>
<CAPTION>
Fiscal period ended April 30,
- ---------------------------------------------------------------------------------------------------
 Per share income and capital changesa
                                           1999              1998             1997              1996              1995
<S>                                     <C>             <C>              <C>              <C>                 <C>
Net asset value, beginning of period        $10.18           $  9.87            $9.98             $9.85             $9.88
- ---------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss)                   .53               .56              .59               .61               .59
Net gains (losses) (both realized and unrealized)                .04              .42              (.03)              .13
(.03)
- ---------------------------------------------------------------------------------------------------
Total from investment operations               .57               .98              .56               .74               .56
Less distributions:
Dividends from net investment income          (.53)             (.56)            (.59)             (.61)             (.59)
Excess distributions from net investment income                --               --                --                --
- --
Distributions from realized gains             (.09)             (.11)            (.08)            --               --
- ---------------------------------------------------------------------------------------------------
Total distributions                           (.62)             (.67)            (.67)             (.61)             (.59)
Net asset value, end of period              $10.13            $10.18            $9.87             $9.98             $9.85

 Ratios/supplemental data
- ---------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)$21,935           $14,607          $13,377           $12,464           $11,440
- ---------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assetsb .80%              .80%             .80%              .80%              .80%
Ratio of net investment income (loss)
to average daily net assets                   5.19%             5.57%            5.88%             5.98%             6.02%
Portfolio turnover rate
(excluding short-term securities)            89%               82%              62%               38%               12%
Total returnc                                 5.73%            10.11%            5.83%             7.45%             5.98%
- ---------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.

b IDS Life voluntarily  limited total operating  expenses to 0.80% of average
  daily  net  assets.  Had IDS Life not done so,  the  ratio of  expenses  to
  average  daily net assets would have been 0.87%,  0.89%,  0.85%,  0.88% and
  0.87% for the  years  ended  April 30,  1999,  1998,  1997,  1996 and 1995,
  respectively.

c Total return does not reflect the expenses that apply to the subaccounts or
  the policies.

<PAGE>

                                  International Equity Portfolio
<TABLE>
<CAPTION>
Fiscal period ended April 30,
- ---------------------------------------------------------------------------------------------------
 Per share income and capital changesa
1999                                       1998              1997             1996             1995b
<S>                                     <C>             <C>              <C>              <C>                 <C>
Net asset value, beginning of period        $18.33            $14.73           $16.35            $10.29            $10.00
- ---------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss)                   .18               .08              .14               .11               .15
Net gains (losses) (both realized and unrealized)               1.32             4.06              (.24)             6.08
 .29
- ---------------------------------------------------------------------------------------------------
Total from investment operations              1.50              4.14             (.10)             6.19               .44
Less distributions:
Dividends from net investment income          (.17)             (.07)            (.15)             (.13)             (.15)
Excess distributions from net investment income                --                (.05)            --                --
- --
Distributions from realized gains             (.62)             (.42)           (1.37)            --               --
- ---------------------------------------------------------------------------------------------------
Total distributions                           (.79)             (.54)           (1.52)             (.13)             (.15)
Net asset value, end of period              $19.04            $18.33           $14.73            $16.35            $10.29

- ---------------------------------------------------------------------------------------------------
 Ratios/supplemental data
Net assets, end of period (in thousands)$283,001         $217,573         $125,874           $52,061            $8,497
- ---------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assetsd1.05%             1.05%            1.05%             1.05%             1.00%c
Ratio of net investment income (loss)
to average daily net assets                   1.01%              .49%             .73%              .92%             5.66%c
Portfolio turnover rate
(excluding short-term securities)            67%              172%             151%              172%               40%
Total returne                                 8.27%            28.41%            (.54%)           60.47%             4.39%
- ---------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Commencement of operations. Period from Oct. 28, 1994 to April 30, 1995.
c Adjusted to an annual basis.
d IDS Life voluntarily limited total operating expenses. Had IDS not done so,
  the ratio of  expenses to average  daily net assets  would have been 1.06%,
  1.22%, 1.32% and 1.76% for the periods ended April 30, 1998, 1997, 1996 and
  1995, respectively.
e Total return does not reflect the expenses that apply to the subaccounts
  or the policies.
<PAGE>

Additional information about the Fund is available in the Fund's SAI. The SAI is
incorporated by reference in this  prospectus.  For a free copy of the SAI or to
make inquiries  about the Fund,  contact IDS Life Series Fund, Inc. at:

IDS Life Series Fund, Inc.
IDS Tower 10, Minneapolis, MN 55440-0010
800-437-0602
or TTY: 800-285-8846

You may review and copy information about the Fund, including the SAI, at the
Securities and Exchange Commission's (Commission) Public Reference Room in
Washington, D.C. (for information about the public reference room call
1-800-SEC-0330). Reports and other information about the Fund are available on
the Commission's Internet site at http://www.sec.gov. Copies of this information
may be obtained by writing and paying a duplicating fee to the Public Reference
Section of the Commission, Washington, D.C. 20549-6009.

Investment Company Act File #811-4299


S-6191-99 N (6/99)


<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                           IDS LIFE SERIES FUND, INC.

                                EQUITY PORTFOLIO
                             EQUITY INCOME PORTFOLIO
                         GOVERNMENT SECURITIES PORTFOLIO
                                INCOME PORTFOLIO
                         INTERNATIONAL EQUITY PORTFOLIO
                                MANAGED PORTFOLIO
                             MONEY MARKET PORTFOLIO

References to "Fund"  throughout  the remainder of this  Statement of Additional
Information (SAI) refer to Equity Portfolio, Equity Income Portfolio, Government
Securities Portfolio, Income Portfolio,  International Equity Portfolio, Managed
Portfolio and Money Market Portfolio,  singularly or collectively as the context
requires.

                                  June 29, 1999

This SAI is not a prospectus. It should be read together with the prospectus and
the  financial  statements  contained  in  the  most  recent  Annual  Report  to
shareholders (Annual Report) that may be obtained from your financial advisor or
by  writing  to IDS Life  Series  Fund,  Inc.,  IDS  Tower 10,  Minneapolis,  MN
55440-0010 or by calling 800-437-0602.

The Independent Auditors' Report and the Financial  Statements,  including Notes
to the  Financial  Statements  and the Schedule of  Investments  in  Securities,
contained in the Annual Report are  incorporated  in this SAI by  reference.  No
other  portion of the Annual  Report,  however,  is  incorporated  by reference.
Please note that Equity Income  Portfolio is new and began  operations on May 3,
1999 and,  therefore,  financial  information is not available at this time. The
prospectus for the Fund,  dated the same date as this SAI, also is  incorporated
in this SAI by reference.

<PAGE>

                                TABLE OF CONTENTS


Fundamental Investment Policies..........................................p. 3

Investment Strategies and Types of Investments...........................p. 9

Information Regarding Risks and Investment Strategies...................p. 13

Security Transactions...................................................p. 36

Brokerage Commissions Paid to Brokers Affiliated with IDS Life..........p. 38

Performance Information.................................................p. 40

Valuing Fund Shares.....................................................p. 42

Selling Shares..........................................................p. 44

Capital Loss Carryover..................................................p. 44

Taxes...................................................................p. 44

Agreements..............................................................p. 45

Organizational Information..............................................p. 46

Board Members and Officers..............................................p. 47

Compensation for Board Members..........................................p. 50

Independent Auditors....................................................p. 50

Appendix:  Description of Ratings.......................................p. 51

<PAGE>

FUNDAMENTAL INVESTMENT POLICIES
- -------------------------------------------------------------------------------

Fundamental  investment  policies  adopted by the Fund cannot be changed without
the approval of a majority of the outstanding  voting  securities of the Fund as
defined in the Investment Company Act of 1940, as amended (the 1940 Act).

Notwithstanding any of the Fund's other investment policies, the Fund may invest
its assets in an open-end management investment company having substantially the
same  investment  objectives,  policies,  and  restrictions  as the Fund for the
purpose of having those assets managed as part of a combined pool.

These are investment  policies in addition to those presented in the prospectus.
The policies  below are  fundamental  policies that apply to the Fund and may be
changed  only with  shareholder  approval.  Unless  holders of a majority of the
outstanding voting securities agree to make the change, the Fund will not:

Equity Portfolio

o    Underwrite  securities of other issuers.  However,  this shall not preclude
     the purchase of securities for investment,  on original issue or otherwise,
     and  shall  not  preclude  the   acquisition  of  Fund   securities   under
     circumstances  where the Fund would not be free to sell them without  being
     deemed an underwriter for purposes of the Securities Act of 1933 (1933 Act)
     and without registration of such securities or the filing of a notification
     under that Act, or the taking of similar action under other securities laws
     relating to the sale of securities.

o    Buy or sell  real  estate,  unless  acquired  as a result of  ownership  of
     securities  or other  instruments,  except  this shall not prevent the Fund
     from investing in securities or other instruments  backed by real estate or
     securities of companies engaged in the real estate business.

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

o    Make cash loans if the total commitment  amount exceeds 5% of the Fund's
     total assets.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Invest more than 5% of its total assets,  at market value, in securities of
     any one company,  government,  or political subdivision thereof, except the
     limitation  will not apply to investments in securities  issued by the U.S.
     government,  its agencies,  or  instrumentalities.  Up to 25% of the Fund's
     total assets may be invested without regard to this 5% limitation.

o    Borrow money or property except as a temporary measure for extraordinary or
     emergency purposes,  and in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than  borrowings)  immediately  after  the  borrowing.  The  Fund  will not
     purchase additional securities at any time borrowing for temporary purposes
     exceeds 5%.

<PAGE>

o    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange  Commission  (SEC), this means no more than 25%
     of the  Fund's  total  assets,  based on  current  market  value at time of
     purchase, can be invested in any one industry.

o    Purchase  securities of any issuer if immediately  after and as a result of
     such  purchase the Fund would own more than 10% of the  outstanding  voting
     securities of such issuer.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Equity Income Portfolio

o    Underwrite  securities of other issuers.  However,  this shall not preclude
     the purchase of securities for investment,  on original issue or otherwise,
     and  shall  not  preclude  the   acquisition  of  Fund   securities   under
     circumstances  where the Fund would not be free to sell them without  being
     deemed an underwriter for purposes of the 1933 Act and without registration
     of such  securities or the filing of a notification  under that Act, or the
     taking of similar action under other  securities  laws relating to the sale
     of securities.

o    Buy or sell  real  estate,  unless  acquired  as a result of  ownership  of
     securities  or other  instruments,  except  this shall not prevent the Fund
     from investing in securities or other instruments  backed by real estate or
     securities of companies  engaged in the real estate business or real estate
     investment trusts.

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

o    Make cash  loans if the total  commitment  amount  exceeds 5% of the Fund's
     total assets.

o    Lend Fund securities in excess of 30% of its net assets.

o    Invest more than 5% of its total assets in  securities  of any one company,
     government,  or political  subdivision thereof,  except the limitation will
     not apply to investments in securities issued by the U.S.  government,  its
     agencies,  or  instrumentalities,  and except  that up to 25% of the Fund's
     total assets may be invested without regard to this 5% limitation.

o    Borrow money or property,  except as a temporary  measure for extraordinary
     or emergency  purposes,  in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than borrowings) immediately after the borrowing.

o    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange  Commission  (SEC), this means no more than 25%
     of the  Fund's  total  assets,  based on  current  market  value at time of
     purchase, can be invested in any one industry.

o    Purchase  securities of any issuer if immediately  after and as a result of
     such  purchase the Fund would own more than 10% of the  outstanding  voting
     securities of such issuer.

o    Issue senior securities, except as permitted under the 1940 Act.

<PAGE>

Government Securities Portfolio

o    Act as an  underwriter  (sell  securities for others).  However,  under the
     securities  laws,  the  Fund may be  deemed  to be an  underwriter  when it
     purchases securities directly from the issuer and later resells them.

o    Buy or sell  real  estate,  unless  acquired  as a result of  ownership  of
     securities  or other  instruments,  except  this shall not prevent the Fund
     from investing in securities or other instruments  backed by real estate or
     securities of companies engaged in the real estate business.

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

o    Make cash  loans if the total  commitment  amount  exceeds 5% of the Fund's
     total assets.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Invest more than 5% of its total assets,  at market value, in securities of
     any one company,  government,  or political subdivision thereof, except the
     limitation  will not apply to investments in securities  issued by the U.S.
     government,  its agencies,  or  instrumentalities.  Up to 25% of the Fund's
     total assets may be invested without regard to this 5% limitation.

o    Borrow money or property except as a temporary measure for extraordinary or
     emergency purposes,  and in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than  borrowings)  immediately  after  the  borrowing.  The  Fund  will not
     purchase  additional  Fund  securities at any time  borrowing for temporary
     purposes  exceeds  5%.  The  Fund has not  borrowed  in the past and has no
     present intention to borrow.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Income Portfolio

o    Underwrite  securities of other issuers.  However,  this shall not preclude
     the purchase of securities for investment,  on original issue or otherwise,
     and  shall  not  preclude  the   acquisition  of  Fund   securities   under
     circumstances  where the Fund would not be free to sell them without  being
     deemed an underwriter for purposes of the 1933 Act and without registration
     of such  securities or the filing of a notification  under that Act, or the
     taking of similar action under other  securities  laws relating to the sale
     of securities.

o    Buy or sell  real  estate,  unless  acquired  as a result of  ownership  of
     securities  or other  instruments,  except  this shall not prevent the Fund
     from investing in securities or other instruments  backed by real estate or
     securities of companies engaged in the real estate business.

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

<PAGE>

o    Make cash  loans if the total  commitment  amount  exceeds 5% of the Fund's
     total assets.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Invest more than 5% of its total assets,  at market value, in securities of
     any one company,  government,  or political subdivision thereof, except the
     limitation  will not apply to investments in securities  issued by the U.S.
     government,  its agencies,  or  instrumentalities.  Up to 25% of the Fund's
     total assets may be invested without regard to this 5% limitation.

o    Borrow money or property except as a temporary measure for extraordinary or
     emergency purposes,  and in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than  borrowings)  immediately  after  the  borrowing.  The  Fund  will not
     purchase additional securities at any time borrowing for temporary purposes
     exceeds 5%.

o    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange Commission (SEC), this means no more tan 25% of
     the Fund's total assets, based on current market value at time of purchase,
     can be invested in any one industry.

o    Purchase  securities of any issuer if immediately  after and as a result of
     such  purchase the Fund would own more than 10% of the  outstanding  voting
     securities of such issuer.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

International Equity Portfolio

o    Act as an  underwriter  (sell  securities for others).  However,  under the
     securities  laws,  the  Fund may be  deemed  to be an  underwriter  when it
     purchases  securities  directly  from the issuer and later resells them. It
     may be  considered  an  underwriter  under  securities  laws when its sells
     restricted securities.

o    Buy or sell  real  estate,  unless  acquired  as a result of  ownership  of
     securities  or other  instruments,  except  this shall not prevent the Fund
     from investing in securities or other instruments  backed by real estate or
     securities of companies engaged in the real estate business.

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

o    Make cash  loans if the total  commitment  amount  exceeds 5% of the Fund's
     total assets.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Invest more than 5% of its total assets,  at market value, in securities of
     any one company,  government,  or political subdivision thereof, except the
     limitation  will not apply to investments in securities  issued by the U.S.
     government,  its agencies,  or  instrumentalities.  Up to 25% of the Fund's
     total assets may be invested without regard to this 5% limitation.

o    Borrow money or property except as a temporary measure for extraordinary or
     emergency purposes,  and in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than  borrowings)  immediately  after  the  borrowing.  The  Fund  will not
     purchase  additional  Fund  securities at any time  borrowing for temporary
     purposes exceeds 5%.

<PAGE>

o    Concentrate in any one industry. According to the present interpretation by
     the SEC,  this means no more than 25% of a Fund's  total  assets,  based on
     current  market  value  at time of  purchase,  can be  invested  in any one
     industry.

o    Purchase more than 10% of the outstanding voting securities of an issuer.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Managed Portfolio

o    Act as an  underwriter  (sell  securities for others).  However,  under the
     securities  laws,  the  Fund may be  deemed  to be an  underwriter  when it
     purchases securities directly from the issuer and later resells them.

o    Purchase more than 10% of the outstanding voting securities of an issuer.

o    Buy or sell  real  estate,  unless  acquired  as a result of  ownership  of
     securities  or other  instruments,  except  this shall not prevent the Fund
     from investing in securities or other instruments  backed by real estate or
     securities of companies engaged in the real estate business.

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

o    Make cash  loans if the total  commitment  amount  exceeds 5% of the Fund's
     total assets.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Invest more than 5% of its total assets,  at market value, in securities of
     any one company,  government,  or political subdivision thereof, except the
     limitation  will not apply to investments in securities  issued by the U.S.
     government,  its agencies, or  instrumentalities.  Up to 25% of this Fund's
     total assets may be invested without regard to this 5% limitation.

o    Borrow money or property except as a temporary measure for extraordinary or
     emergency purposes,  and in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than  borrowings)  immediately  after  the  borrowing.  The  Fund  will not
     purchase  additional  Fund  securities at any time  borrowing for temporary
     purposes exceeds 5%.

o    Concentrate in any one industry.  (According to the present  interpretation
     of the  staff of the SEC this  means no more than 25% of the  Fund's  total
     assets,  based on  current  market  value at the time of  purchase,  can be
     invested in any one industry).

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Money Market Portfolio

o    Act  as  an  underwriter  (sell  securities  for  others).  However,  under
     securities  laws  the  Fund  may be  deemed  to be an  underwriter  when it
     purchases securities directly from the issuer and later resells them.

o    Buy or sell real estate, commodities, or commodity contracts.

<PAGE>

o    Make cash loans. However, it does make short-term  investments which it may
     have an agreement with the seller to reacquire.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Invest more than 5% of its total assets,  at market value, in securities of
     any one company,  government,  or political subdivision thereof, except the
     limitation  will not apply to investments in securities  issued by the U.S.
     government, its agencies, or instrumentalities.

o    Borrow money or property except as a temporary measure for extraordinary or
     emergency purposes,  and in an amount not exceeding one-third of the market
     value of its total assets  (including  borrowings) less liabilities  (other
     than  borrowings)  immediately  after  the  borrowing.  The  Fund  will not
     purchase  additional  Fund  securities at any time  borrowing for temporary
     purposes exceeds 5%.

o    Buy on margin or sell short.

o    Purchase  common  stocks,   preferred   stocks,   warrants,   other  equity
     securities, corporate bonds or debentures, state bonds, municipal bonds, or
     industrial revenue bonds.

o    Invest  more than 25% of the  Fund's  assets  taken at market  value in any
     particular  industry,  except  there  is  no  limitation  with  respect  to
     investing in U.S.  government or agency  securities  and bank  obligations.
     Investments  are  varied  according  to what is judged  advantageous  under
     different economic conditions.

o    Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

Except  for  the  fundamental   investment  policies  listed  above,  the  other
investment  policies  described  in the  prospectus  and in  this  SAI  are  not
fundamental and may be changed by the board at any time.

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
- -------------------------------------------------------------------------------

This table shows various  investment  strategies and investments that many funds
are  allowed  to  engage  in and  purchase.  It also  lists  certain  percentage
guidelines that are generally  followed by the Fund's investment  manager.  This
table is intended to show the breadth of investments that the investment manager
may make on behalf of the Fund. For a description of principal risks, please see
the prospectus.  Notwithstanding  the Fund's ability to utilize these strategies
and  techniques,  the  investment  manager is not  obligated  to use them at any
particular time. For example,  even though the investment  manager is authorized
to adopt  temporary  defensive  positions  and is  authorized  to hedge  against
certain types of risk, these practices are left to the investment manager's sole
discretion.
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
                                                                Allowable for
                                                                   the Fund?

- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>        <C>         <C>       <C>          <C>         <C>
Investment strategies & types of        Equity     Equity    Government    Income  International Managed      Money
investments:                          Portfolio    Income    Securities  Portfolio    Equity    Portfolio     Market
                                                  Portfolio   Portfolio              Portfolio              Portfolio
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Agency and Government Securities         yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Borrowing                                yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Cash/Money Market Instruments            yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Collateralized Bond Obligations          yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Commercial Paper                         yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Common Stock                             yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Convertible Securities                   yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Corporate Bonds                          yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Debt Obligations                         yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Depositary Receipts                      yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Derivative Instruments                   yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Foreign Currency Transactions            yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Foreign Securities                       yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
High-Yield (High-Risk) Securities        yes         yes         no         yes         no         yes          no
(Junk Bonds)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Illiquid and Restricted Securities       yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Indexed Securities                       yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Inverse Floaters                          no         no          yes        yes         no         yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Investment Companies                     yes         yes         yes        yes         yes         no          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Lending of Portfolio Securities          yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Loan Participations                      yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Mortgage- and Asset-Backed               yes         yes         yes        yes         yes        yes          no
Securities
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Mortgage Dollar Rolls                     no         no          no         yes         no         yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Municipal Obligations                    yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Preferred Stock                          yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Real Estate Investment Trusts            yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Repurchase Agreements                    yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Reverse Repurchase Agreements            yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Short Sales                               no         no          no          no         no          no          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Sovereign Debt                           yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Structured Products                      yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Variable- or Floating-Rate               yes         yes         yes        yes         yes        yes         yes
Securities
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Warrants                                 yes         yes         yes        yes         yes        yes          no
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
When-Issued Securities                   yes         yes         yes        yes         yes        yes         yes
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Zero-Coupon, Step-Coupon, and            yes         yes         yes        yes         yes        yes          no
Pay-in-Kind Securities

- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

The following are guidelines that may be changed by the board at any time:

For Equity Portfolio:

o    Neither foreign  investments nor derivative  instruments will exceed 25% of
     the Fund's total assets.

o    No more than 5% of the  Fund's  net  assets can be used at any one time for
     good faith  deposits on futures and premiums for options on futures that do
     not offset existing investment positions.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not  invest in  companies  for the  purpose  of, or with the
     effect of acquiring control.

o    The Fund will not buy on margin or sell short.

o    The Fund will not invest in securities of any investment  company except in
     the open  market  where no  commission  or profit  to a  sponsor  or dealer
     results from such purchase other than customary  broker's  commission.  The
     Fund does not  intend to  invest  in such  securities  but may do so to the
     extent of not more than 5% of its  total  assets  (taken at market or other
     current value).

For Equity Income Portfolio:

o    Under normal  market  conditions,  the Fund will invest at least 65% of its
     net assets in dividend-paying common and preferred stocks.

o    No more than 20% of the Fund's net assets may be  invested  in bonds  below
     investment grade unless the bonds are convertible securities.

o    The Fund may invest up to 25% of its total assets in foreign investments.

o    No more than 5% of the  Fund's  net  assets can be used at any one time for
     good faith  deposits on futures and premiums for options on futures that do
     not offset existing investment positions.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in futures contracts.

o    The Fund will not invest in a company to control or manage it.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    Under  normal  market  conditions,  the Fund does not intend to commit more
     than  5%  of  its  total  assets  to  when  issued  securities  or  forward
     commitments.

<PAGE>

For Government Securities Portfolio:

o    No more than 5% of the  Fund's  net  assets can be used at any one time for
     good faith  deposits on futures and premiums for options on futures that do
     not offset existing investment positions.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not invest for the purpose of exercising control or
     management.

o    The Fund  will not buy on margin or sell  short,  except  that it may enter
     into interest rate futures contracts.

o    The Fund will not invest in securities of  investment  companies  except by
     purchase in the open market where the dealer's or sponsor's  profit is just
     the regular commission.

For Income Portfolio:

o    Under  normal  market  conditions,  the  Fund  primarily  invests  in  debt
     securities.  At least 50% of its net assets are invested in corporate bonds
     of the four  highest  ratings,  in other  corporate  bonds  the  investment
     manager  believes have the same  investment  qualities and in both U.S. and
     foreign government bonds.

o    Foreign investments are limited to 25% of the portfolio's total assets.

o    No more than 5% of the  Fund's  net  assets can be used at any one time for
     good faith  deposits on futures and premiums for options on futures that do
     not offset existing investment positions.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not  invest in  companies  for the  purpose  of, or with the
     effect of, acquiring control.

o    The Fund will not buy on margin or sell short.

o    The Fund will not invest in securities of any investment  company except in
     the open  market  where no  commission  or profit  to a  sponsor  or dealer
     results from such purchase other than customary  broker's  commission.  The
     Fund does not  intent to  invest  in such  securities  but may do so to the
     extent of not more than 5% of its  total  assets  (taken at market or other
     current value).

For International Equity Portfolio:

o    Under normal market conditions,  the Fund invests at least 65% of its total
     assets in foreign equity securities having a potential for superior growth.

o    The Fund will not invest  more than 10% of its net  assets,  at market,  in
     securities of investment companies.

o    The Fund will not invest in a company to control or manage it.

<PAGE>

o    The Fund will not buy on margin or sell short, but the Fund may make margin
     payments in connection with transactions in stock index future contracts.

o    Normally,  investments in U.S. issuers will constitute less than 20% of the
     Fund's investments.  However,  as a temporary measure,  the Fund may invest
     any portion of its assets in securities of U.S. issuers that appear to have
     greater potential for superior growth than foreign securities.

o    No more than 5% of the  Fund's  net  assets can be used at any one time for
     good faith  deposits on futures and premiums for options on futures that do
     not offset existing investment positions.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

For Managed Portfolio:

o    The Fund invests in common and preferred  stocks,  convertible  securities,
     derivative  instruments,  foreign securities and money market  instruments.
     The  portfolio  manager  continuously  will  adjust the mix of  investments
     subject to the  following  three net asset  limits:  1) up to 75% in equity
     securities (stocks), 2) up to 75% in bonds or other debt securities, and 3)
     up to 100% in money market instruments.

o    Of the assets invested in bonds, at least 50% will be in corporate bonds of
     the four highest ratings,  in other corporate bonds the investment  manager
     believes have the same investment  qualities,  and in government bonds. For
     the other 50%  invested  in  corporate  bonds,  there is no minimum  rating
     requirement.

o    Foreign investments are limited to 25% of the portfolio's total assets.

o    No more than 5% of the  Fund's  net  assets can be used at any one time for
     good faith  deposits on futures and premiums for options on futures that do
     not offset existing investment positions.

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund will not invest in a company to get control or manage it.

o    The Fund  will not buy on  margin  or sell  short,  but it may make  margin
     payments in connection with transactions in futures contracts.

o    The Fund will not invest in securities of  investment  companies  except by
     purchases in the open market where the dealer's or sponsor's profit is just
     the regular commission.

For Money Market Portfolio:

o    No more than 10% of the Fund's net assets  will be held in  securities  and
     other instruments that are illiquid.

o    Invest in an  investment  company  beyond 5% of its total  assets  taken at
     market and then only on the open market  where the  dealer's  or  sponsor's
     profit is just the regular commission.  However, the Fund will not purchase
     or retain the securities of other open-end investment companies.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES
- -------------------------------------------------------------------------------

RISKS

The  following  is a summary  of common  risk  characteristics.  Following  this
summary is a description of certain  investments  and investment  strategies and
the risks  most  commonly  associated  with them  (including  certain  risks not
described below and, in some cases, a more  comprehensive  discussion of how the
risks apply to a particular investment or investment strategy).  Please remember
that a mutual  fund's  risk  profile  is largely  defined by the fund's  primary
securities and investment strategies.  However, most mutual funds are allowed to
use certain  other  strategies  and  investments  that may have  different  risk
characteristics.  Some of these  investments  are speculative and involve a high
degree of risk. Accordingly,  one or more of the following types of risk will be
associated  with the Fund at any time (for a  description  of  principal  risks,
please see the prospectus):

Call/Prepayment Risk

The risk that a bond or other security might be called (or otherwise  converted,
prepaid,  or redeemed) before maturity.  This type of risk is closely related to
"reinvestment risk."

Correlation Risk

The risk that a given  transaction  may fail to achieve its objectives due to an
imperfect  relationship  between  markets.  Certain  investments  may react more
negatively than others in response to changing market conditions.

Credit Risk

The risk that the issuer of a security, or the counterparty to a contract,  will
default or  otherwise  become  unable to honor a financial  obligation  (such as
payments due on a bond or a note). The price of junk bonds may react more to the
ability of the issuing  company to pay interest and  principal  when due than to
changes in interest  rates.  They have greater price  fluctuations  and are more
likely to experience a default.

Event Risk

Occasionally,  the value of a security may be seriously and unexpectedly changed
by a natural or industrial accident or occurrence.

Foreign/Emerging Markets Risk

The following are all components of foreign/emerging markets risk:

         Country risk includes the political,  economic, and other conditions of
a country. These conditions include lack of publicly available information, less
government  oversight  (including  lack of accounting,  auditing,  and financial
reporting standards),  the possibility of government-imposed  restrictions,  and
even the nationalization of assets.

         Currency  risk  results  from the  constantly  changing  exchange  rate
between local currency and the U.S.  dollar.  Whenever the Fund holds securities
valued in a foreign currency or holds the currency, changes in the exchange rate
add or subtract from the value of the investment.

<PAGE>

         Custody risk refers to the process of clearing and settling trades.  It
also covers holding  securities with local agents and depositories.  Low trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local  market.  Governments  or trade  groups  may compel  local  agents to hold
securities  in  designated  depositories  that are not  subject  to  independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

         Emerging  markets risk includes the dramatic pace of change  (economic,
social,  and  political)  in  emerging  market  countries  as well as the  other
considerations  listed above.  These markets are in early stages of  development
and are extremely volatile. They can be marked by extreme inflation, devaluation
of  currencies,  dependence  on  trade  partners,  and  hostile  relations  with
neighboring countries.

Inflation Risk

Also known as  purchasing  power risk,  inflation  risk  measures the effects of
continually rising prices on investments. If an investment's yield is lower than
the rate of inflation,  your money will have less purchasing  power as time goes
on.

Interest Rate Risk

The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall).

Issuer Risk

The risk that an  issuer,  or the value of its  stocks  or bonds,  will  perform
poorly. Poor performance may be caused by poor management decisions, competitive
pressures, breakthroughs in technology, reliance on suppliers, labor problems or
shortages, corporate restructurings, fraudulent disclosures, or other factors.

Legal/Legislative Risk

Congress and other  governmental  units have the power to change  existing  laws
affecting securities. A change in law might affect an investment adversely.

Leverage Risk

Some derivative  investments (such as options,  futures,  or options on futures)
require  little or no initial  payment  and base their  price on a  security,  a
currency,  or an index. A small change in the value of the underlying  security,
currency,  or  index  may  cause a  sizable  gain or  loss in the  price  of the
instrument.

Liquidity Risk

Securities  may be  difficult  or  impossible  to sell at the time that the Fund
would  like.  The  Fund  may  have  to  lower  the  selling  price,  sell  other
investments, or forego an investment opportunity.

Management Risk

The risk that a strategy or selection method utilized by the investment  manager
may fail to  produce  the  intended  result.  When all other  factors  have been
accounted for and the investment manager chooses an investment,  there is always
the possibility that the choice will be a poor one.

<PAGE>

Market Risk

The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the economy,  industry,  or the market as a whole. The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.

Reinvestment Risk

The risk that an investor will not be able to reinvest their income or principal
at the same rate as it currently is earning.

Sector/Concentration Risk

Investments that are concentrated in a particular issuer,  geographic region, or
industry will be more  susceptible  to changes in price (the more you diversify,
the more you spread risk).

Small Company Risk

Investments  in small and medium  companies  often  involve  greater  risks than
investments  in larger,  more  established  companies  because  small and medium
companies  may lack the  management  experience,  financial  resources,  product
diversification,  and competitive strengths of larger companies. In addition, in
many  instances  the  securities  of small and medium  companies are traded only
over-the-counter  or on regional  securities  exchanges  and the  frequency  and
volume  of their  trading  is  substantially  less  than is  typical  of  larger
companies.

<PAGE>

INVESTMENT STRATEGIES

The following  information  supplements the discussion of the Fund's  investment
objectives, policies, and strategies that are described in the prospectus and in
this SAI. The following describes many strategies that many mutual funds use and
types of securities  that they  purchase.  Please refer to the section  entitled
Investment  Strategies  and Types of  Investments to see which are applicable to
the Fund.

Agency and Government Securities

The U.S.  government and its agencies issue many different  types of securities.
U.S.  Treasury bonds,  notes, and bills and securities  including  mortgage pass
through  certificates of the Government National Mortgage Association (GNMA) are
guaranteed by the U.S. government.  Other U.S. government  securities are issued
or guaranteed by federal  agencies or  government-sponsored  enterprises but are
not  guaranteed  by the U.S.  government.  This may  increase  the  credit  risk
associated with these investments.

Government-sponsored   entities  issuing  securities  include  privately  owned,
publicly  chartered  entities  created  to reduce  borrowing  costs for  certain
sectors of the economy, such as farmers,  homeowners, and students. They include
the  Federal  Farm  Credit  Bank  System,   Farm  Credit  Financial   Assistance
Corporation,  Federal  Home Loan  Bank,  FHLMC,  FNMA,  Student  Loan  Marketing
Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored
entities may issue discount notes (with maturities ranging from overnight to 360
days) and  bonds.  Agency  and  government  securities  are  subject to the same
concerns as other debt obligations. (See also Debt Obligations and Mortgage- and
Asset-Backed Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  agency  and  government   securities  include:
Call/Prepayment  Risk, Inflation Risk, Interest Rate Risk,  Management Risk, and
Reinvestment Risk.

Borrowing

The Fund may borrow money from banks for  temporary  or  emergency  purposes and
make other  investments or engage in other  transactions  permissible  under the
1940 Act that may be considered a borrowing  (such as  derivative  instruments).
Borrowings  are subject to costs (in addition to any interest  that may be paid)
and  typically  reduce the  Fund's  total  return.  Except as  qualified  above,
however, the Fund will not buy securities on margin.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with borrowing  include:  Inflation Risk and Management
Risk.

Cash/Money Market Instruments

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  Cash-equivalent  investments  include short-term U.S. and Canadian
government  securities and negotiable  certificates  of deposit,  non-negotiable
fixed-time  deposits,  bankers'  acceptances,  and letters of credit of banks or
savings and loan associations having capital, surplus, and undivided profits (as
of the date of its most  recently  published  annual  financial  statements)  in
excess of $100 million (or the equivalent in the instance of a foreign branch of
a U.S.  bank) at the date of investment.  The Fund also may purchase  short-term
notes and  obligations  of U.S. and foreign banks and  corporations  and may use
repurchase  agreements  with  broker-dealers  registered  under  the  Securities
Exchange Act of 1934 and with commercial banks. (See also Commercial Paper, Debt
Obligations,  Repurchase Agreements, and Variable- or Floating-Rate Securities.)
These types of instruments  generally  offer low rates of return and subject the
Fund to certain costs and expenses.

<PAGE>

See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with cash/money  market  instruments  include:  Credit
Risk, Inflation Risk, and Management Risk.

Collateralized Bond Obligations

Collateralized  bond  obligations  (CBOs) are investment grade bonds backed by a
pool of junk  bonds.  CBOs are  similar in concept  to  collateralized  mortgage
obligations  (CMOs),  but  differ in that CBOs  represent  different  degrees of
credit  quality  rather  than  different  maturities.  (See also  Mortgage-  and
Asset-Backed  Securities.)  Underwriters of CBOs package a large and diversified
pool of high-risk,  high-yield junk bonds, which is then separated into "tiers."
Typically,  the first tier represents the higher quality collateral and pays the
lowest  interest  rate;  the second  tier is backed by riskier  bonds and pays a
higher rate; the third tier  represents the lowest credit quality and instead of
receiving a fixed interest rate receives the residual  interest  payments--money
that is left over after the higher tiers have been paid.  CBOs,  like CMOs,  are
substantially  overcollateralized and this, plus the diversification of the pool
backing them earns them  investment-grade  bond  ratings.  Holders of third-tier
CBOs stand to earn high yields or less money  depending  on the rate of defaults
in the collateral pool. (See also High-Yield (High-Risk) Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with CBOs include:  Call/Prepayment  Risk, Credit Risk,
Interest Rate Risk, and Management Risk.

Commercial Paper

Commercial  paper is a short-term debt obligation with a maturity ranging from 2
to 270 days issued by banks,  corporations,  and other borrowers.  It is sold to
investors with temporary idle cash as a way to increase  returns on a short-term
basis.  These  instruments are generally  unsecured,  which increases the credit
risk  associated  with this type of investment.  (See also Debt  Obligations and
Illiquid and Restricted Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with commercial paper include:  Credit Risk,  Liquidity
Risk, and Management Risk.

Common Stock

Common stock  represents  units of ownership in a corporation.  Owners typically
are entitled to vote on the selection of directors and other  important  matters
as  well  as to  receive  dividends  on  their  holdings.  In the  event  that a
corporation  is  liquidated,  the claims of secured and unsecured  creditors and
owners of bonds and preferred stock take precedence over the claims of those who
own common stock.

The price of a common stock is generally determined by corporate earnings,  type
of  products  or  services  offered,   projected  growth  rates,  experience  of
management,  liquidity,  and general market  conditions for the markets on which
the stock trades.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with common stock  include:  Issuer Risk,  Management
Risk, Market Risk, and Small Company Risk.

<PAGE>

Convertible Securities

Convertible securities are bonds, debentures,  notes, preferred stocks, or other
securities  that may be  converted  into common stock of the same or a different
issuer within a particular period of time at a specified price. Some convertible
securities, such as preferred  equity-redemption  cumulative stock (PERCs), have
mandatory  conversion  features.  Others are voluntary.  A convertible  security
entitles the holder to receive interest  normally paid or accrued on debt or the
dividend paid on preferred  stock until the convertible  security  matures or is
redeemed, converted, or exchanged. Convertible securities have unique investment
characteristics in that they generally (i) have higher yields than common stocks
but lower  yields  than  comparable  non-convertible  securities,  (ii) are less
subject to fluctuation in value than the underlying  stock since they have fixed
income characteristics, and (iii) provide the potential for capital appreciation
if the market price of the underlying common stock increases.

The value of a  convertible  security  is a function of its  "investment  value"
(determined  by its yield in comparison  with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying  common  stock).  The investment  value of a convertible  security is
influenced by changes in interest  rates,  with  investment  value  declining as
interest rates  increase and  increasing as interest  rates decline.  The credit
standing  of the  issuer  and  other  factors  also  may have an  effect  on the
convertible  security's  investment value. The conversion value of a convertible
security is determined by the market price of the  underlying  common stock.  If
the conversion  value is low relative to the investment  value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible  security approaches maturity.
To the extent the market  price of the  underlying  common stock  approaches  or
exceeds the  conversion  price,  the price of the  convertible  security will be
increasingly   influenced  by  its  conversion  value.  A  convertible  security
generally  will sell at a premium  over its  conversion  value by the  extent to
which investors place value on the right to acquire the underlying  common stock
while holding a fixed income security.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with convertible  securities  include:  Call/Prepayment
Risk,  Interest  Rate Risk,  Issuer Risk,  Management  Risk,  Market  Risk,  and
Reinvestment Risk.

Corporate Bonds

Corporate bonds are debt obligations issued by private corporations, as distinct
from bonds  issued by a government  agency or a  municipality.  Corporate  bonds
typically have four distinguishing features: (1) they are taxable; (2) they have
a par value of $1000;  (3) they have a term maturity,  which means they come due
all at once;  and (4) many are traded on major  exchanges.  Corporate  bonds are
subject  to the  same  concerns  as  other  debt  obligations.  (See  also  Debt
Obligations and High-Yield (High-Risk) Securities.)

Corporate  bonds may be either secured or unsecured.  Unsecured  corporate bonds
are generally  referred to as "debentures." See the appendix for a discussion of
securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with corporate bonds include:  Call/Prepayment  Risk,
Credit Risk, Interest Rate Risk, Issuer Risk,  Management Risk, and Reinvestment
Risk.

<PAGE>

Debt Obligations

Many different types of debt obligations  exist (for example,  bills,  bonds, or
notes).  Issuers  of  debt  obligations  have a  contractual  obligation  to pay
interest at a specified  rate on  specified  dates and to repay  principal  on a
specified  maturity date.  Certain debt obligations  (usually  intermediate- and
long-term  bonds)  have  provisions  that allow the issuer to redeem or "call" a
bond  before its  maturity.  Issuers  are most  likely to call these  securities
during periods of falling  interest  rates.  When this happens,  an investor may
have to replace these  securities  with lower yielding  securities,  which could
result in a lower return.

The  market  value of debt  obligations  is  affected  primarily  by  changes in
prevailing  interest rates and the issuers  perceived ability to repay the debt.
The market value of a debt  obligation  generally  reacts  inversely to interest
rate changes.  When prevailing interest rates decline,  the price usually rises,
and when prevailing interest rates rise, the price usually declines.

In general,  the longer the maturity of a debt obligation,  the higher its yield
and the greater the  sensitivity to changes in interest rates.  Conversely,  the
shorter the maturity, the lower the yield but the greater the price stability.

As noted,  the values of debt obligations also may be affected by changes in the
credit rating or financial condition of their issuers.  Generally, the lower the
quality rating of a security, the higher the degree of risk as to the payment of
interest and return of  principal.  To  compensate  investors for taking on such
increased  risk,  those issuers  deemed to be less  creditworthy  generally must
offer their  investors  higher interest rates than do issuers with better credit
ratings.  (See also  Agency and  Government  Securities,  Corporate  Bonds,  and
High-Yield (High-Risk) Securities.)

See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with debt obligations  include:  Call/Prepayment  Risk,
Credit Risk, Interest Rate Risk, Issuer Risk,  Management Risk, and Reinvestment
Risk.

Depositary Receipts

Some foreign securities are traded in the form of American  Depositary  Receipts
(ADRs).  ADRs are  receipts  typically  issued by a U.S.  bank or trust  company
evidencing ownership of the underlying  securities of foreign issuers.  European
Depositary  Receipts (EDRs) and Global  Depositary  Receipts (GDRs) are receipts
typically  issued by foreign banks or trust companies,  evidencing  ownership of
underlying  securities  issued by either a foreign  or U.S.  issuer.  Generally,
depositary  receipts in  registered  form are  designed  for use in the U.S. and
depositary  receipts in bearer form are designed for use in  securities  markets
outside the U.S.  Depositary  receipts may not necessarily be denominated in the
same  currency as the  underlying  securities  into which they may be converted.
Depositary   receipts  involve  the  risks  of  other   investments  in  foreign
securities. (See also Common Stock and Foreign Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with  depositary  receipts  include:  Foreign/Emerging
Markets Risk, Issuer Risk, Management Risk, and Market Risk.

<PAGE>

Derivative Instruments

Derivative  instruments are commonly defined to include  securities or contracts
whose values depend on (or "derive" from) the value of one or more other assets,
such as securities, currencies, or commodities.

A  derivative  instrument  generally  consists  of, is based  upon,  or exhibits
characteristics similar to options or forward contracts. Such instruments may be
used to  maintain  cash  reserves  while  remaining  fully  invested,  to offset
anticipated declines in values of investments,  to facilitate trading, to reduce
transaction   costs,  or  to  pursue  higher  investment   returns.   Derivative
instruments are  characterized by requiring little or no initial payment.  Their
value  changes daily based on a security,  a currency,  a group of securities or
currencies, or an index. A small change in the value of the underlying security,
currency,  or  index  can  cause a  sizable  gain or  loss in the  price  of the
derivative instrument.

Options and forward  contracts are considered to be the basic "building  blocks"
of  derivatives.   For  example,   forward-based   derivatives  include  forward
contracts,   swap  contracts,   and   exchange-traded   futures.   Forward-based
derivatives  are  sometimes  referred to  generically  as  "futures  contracts."
Option-based  derivatives include privately negotiated,  over-the-counter  (OTC)
options  (including  caps,  floors,   collars,   and  options  on  futures)  and
exchange-traded options on futures.  Diverse types of derivatives may be created
by  combining  options or futures  in  different  ways,  and by  applying  these
structures to a wide range of underlying assets.

      Options.  An option is a  contract.  A person who buys a call option for a
security  has the right to buy the security at a set price for the length of the
contract.  A person who sells a call option is called a writer.  The writer of a
call option agrees to sell the security at the set price when the buyer wants to
exercise the option,  no matter what the market price of the security is at that
time.  A person who buys a put option has the right to sell a security  at a set
price for the length of the contract. A person who writes a put option agrees to
buy the security at the set price if the purchaser wants to exercise the option,
no matter what the market  price of the  security is at that time.  An option is
covered if the writer  owns the  security  (in the case of a call) or sets aside
the cash or securities of equivalent  value (in the case of a put) that would be
required upon exercise.

The price paid by the buyer for an option is called a premium.  In  addition  to
the premium, the buyer generally pays a broker a commission. The writer receives
a premium,  less  another  commission,  at the time the option is  written.  The
premium  received  by the  writer  is  retained  whether  or not the  option  is
exercised.  A  writer  of a call  option  may have to sell  the  security  for a
below-market  price if the market price rises above the exercise price. A writer
of a put option may have to pay an  above-market  price for the  security if its
market price decreases below the exercise price.

When an option is purchased, the buyer pays a premium and a commission.  It then
pays a second commission on the purchase or sale of the underlying security when
the option is exercised. For record keeping and tax purposes, the price obtained
on the sale of the underlying security is the combination of the exercise price,
the premium, and both commissions.

One of the risks an investor  assumes  when it buys an option is the loss of the
premium. To be beneficial to the investor,  the price of the underlying security
must change within the time set by the option contract.  Furthermore, the change
must be sufficient to cover the premium paid, the  commissions  paid both in the
acquisition of the option and in a closing transaction or in the exercise of the
option  and sale (in the case of a call) or  purchase  (in the case of a put) of
the underlying security.  Even then, the price change in the underlying security
does not ensure a profit since prices in the option  market may not reflect such
a change.

<PAGE>

Options on many securities are listed on options  exchanges.  If the Fund writes
listed options,  it will follow the rules of the options  exchange.  Options are
valued  at the  close of the New York  Stock  Exchange.  An  option  listed on a
national exchange, CBOE, or NASDAQ will be valued at the last quoted sales price
or, if such a price is not  readily  available,  at the mean of the last bid and
ask prices.

Options on certain  securities are not actively traded on any exchange,  but may
be entered into directly with a dealer.  These options may be more  difficult to
close.  If an investor is unable to effect a closing  purchase  transaction,  it
will not be able to sell the  underlying  security until the call written by the
investor expires or is exercised.

      Futures Contracts.  A futures contract is a sales contract between a buyer
(holding the "long" position) and a seller (holding the "short" position) for an
asset with  delivery  deferred  until a future  date.  The buyer agrees to pay a
fixed  price at the  agreed  future  date and the seller  agrees to deliver  the
asset.  The seller hopes that the market price on the delivery date is less than
the agreed upon  price,  while the buyer hopes for the  contrary.  Many  futures
contracts  trade  in a  manner  similar  to the  way a stock  trades  on a stock
exchange and the commodity exchanges.

Generally,  a futures  contract is  terminated  by entering  into an  offsetting
transaction.  An  offsetting  transaction  is effected by an investor  taking an
opposite position.  At the time a futures contract is made, a good faith deposit
called  initial  margin is set up.  Daily  thereafter,  the futures  contract is
valued  and the  payment of  variation  margin is  required  so that each day an
investor  would pay out cash in an amount equal to any decline in the contract's
value or receive cash equal to any increase.  At the time a futures  contract is
closed out, a nominal  commission  is paid,  which is  generally  lower than the
commission on a comparable transaction in the cash market.

Futures contracts may be based on various  securities,  securities indices (such
as the S&P 500 Index),  foreign  currencies and other financial  instruments and
indices.

      Options on Futures Contracts. Options on futures contracts give the holder
a right  to buy or sell  futures  contracts  in the  future.  Unlike  a  futures
contract,  which requires the parties to the contract to buy and sell a security
on a set date  (some  futures  are  settled  in  cash),  an  option on a futures
contract merely entitles its holder to decide on or before a future date (within
nine  months of the date of issue)  whether  to enter  into a  contract.  If the
holder  decides not to enter into the  contract,  all that is lost is the amount
(premium) paid for the option. Further, because the value of the option is fixed
at the point of sale,  there are no daily payments of cash to reflect the change
in the value of the  underlying  contract.  However,  since an option  gives the
buyer the right to enter  into a contract  at a set price for a fixed  period of
time, its value does change daily.

One of the risks in buying  an option on a futures  contract  is the loss of the
premium  paid for the option.  The risk  involved in writing  options on futures
contracts an investor  owns, or on  securities  held in its  portfolio,  is that
there could be an increase in the market value of these contracts or securities.
If that  occurred,  the option would be exercised  and the asset sold at a lower
price than the cash market  price.  To some extent,  the risk of not realizing a
gain could be reduced by entering into a closing transaction.  An investor could
enter into a closing  transaction by purchasing an option with the same terms as
the one  previously  sold.  The cost to  close  the  option  and  terminate  the
investor's  obligation,  however,  might still  result in a loss.  Further,  the
investor might not be able to close the option because of insufficient  activity
in the options  market.  Purchasing  options  also limits the use of monies that
might otherwise be available for long-term investments.

      Options on Stock Indexes.  Options on stock indexes are securities  traded
on national  securities  exchanges.  An option on a stock index is similar to an
option  on a  futures  contract  except  all  settlements  are in  cash.  A fund
exercising a put, for example, would receive the difference between the exercise
price and the current index level.

<PAGE>

      Tax  Treatment.  As  permitted  under  federal  income tax laws and to the
extent the Fund is allowed to invest in futures  contacts,  the Fund  intends to
identify futures contracts as mixed straddles and not mark them to market,  that
is, not treat them as having  been sold at the end of the year at market  value.
Such an  election  may result in the Fund being  required  to defer  recognizing
losses  incurred by entering  into futures  contracts  and losses on  underlying
securities identified as being hedged against.

Federal income tax treatment of gains or losses from  transactions in options on
futures  contracts  and  indexes  will depend on whether the option is a section
1256 contract. If the option is a non-equity option, the Fund will either make a
1256(d)  election and treat the option as a mixed straddle or mark to market the
option at fiscal  year end and treat the  gain/loss  as 40%  short-term  and 60%
long-term.  Certain  provisions of the Internal  Revenue Code also may limit the
Fund's ability to engage in futures contracts and related options  transactions.
For example,  at the close of each quarter of the Fund's  taxable year, at least
50% of the value of its assets must consist of cash,  government  securities and
other securities, subject to certain diversification requirements.

The IRS has ruled publicly that an exchange-traded call option is a security for
purposes  of the  50%-of-assets  test and that its  issuer is the  issuer of the
underlying  security,  not  the  writer  of  the  option,  for  purposes  of the
diversification requirements.

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the Fund's agent in acquiring the futures  position).  During the
period the futures  contract is open,  changes in value of the contract  will be
recognized as  unrealized  gains or losses by marking to market on a daily basis
to reflect the market  value of the  contract at the end of each day's  trading.
Variation margin payments will be made or received  depending upon whether gains
or  losses  are  incurred.  All  contracts  and  options  will be  valued at the
last-quoted sales price on their primary exchange.

      Other Risks of Derivatives.

Derivatives are risky investments.

The primary risk of derivatives is the same as the risk of the underlying asset,
namely  that  the  value of the  underlying  asset  may go up or  down.  Adverse
movements in the value of an underlying  asset can expose an investor to losses.
Derivative  instruments may include elements of leverage and,  accordingly,  the
fluctuation  of the  value  of the  derivative  instrument  in  relation  to the
underlying asset may be magnified.  The successful use of derivative instruments
depends upon a variety of factors, particularly the investment manager's ability
to predict movements of the securities, currencies, and commodity markets, which
requires  different  skills than predicting  changes in the prices of individual
securities. There can be no assurance that any particular strategy will succeed.

Another risk is the risk that a loss may be sustained as a result of the failure
of a  counterparty  to comply  with the terms of a  derivative  instrument.  The
counterparty risk for exchange-traded  derivative  instruments is generally less
than for  privately-negotiated or OTC derivative instruments,  since generally a
clearing  agency,  which is the issuer or counterparty  to each  exchange-traded
instrument,  provides  a  guarantee  of  performance.  For  privately-negotiated
instruments, there is no similar clearing agency guarantee. In all transactions,
an investor  will bear the risk that the  counterparty  will  default,  and this
could result in a loss of the expected benefit of the derivative transaction and
possibly other losses.

<PAGE>

When a derivative  transaction  is used to completely  hedge  another  position,
changes in the market value of the combined position (the derivative  instrument
plus the position being hedged) result from an imperfect correlation between the
price movements of the two  instruments.  With a perfect hedge, the value of the
combined  position  remains  unchanged  for  any  change  in  the  price  of the
underlying  asset.  With  an  imperfect  hedge,  the  values  of the  derivative
instrument and its hedge are not perfectly correlated. For example, if the value
of a derivative instrument used in a short hedge (such as writing a call option,
buying a put option, or selling a futures  contract)  increased by less than the
decline  in value of the hedged  investment,  the hedge  would not be  perfectly
correlated.  Such a lack of correlation  might occur due to factors unrelated to
the  value  of the  investments  being  hedged,  such as  speculative  or  other
pressures on the markets in which these instruments are traded.

Derivatives  also are subject to the risk that they cannot be sold,  closed out,
or  replaced  quickly at or very close to their  fundamental  value.  Generally,
exchange  contracts are very liquid  because the exchange  clearinghouse  is the
counterparty  of  every  contract.   OTC   transactions  are  less  liquid  than
exchange-traded  derivatives  since  they  often can only be closed out with the
other party to the transaction.

Another  risk is caused by the legal  unenforcibility  of a party's  obligations
under  the  derivative.  A  counterparty  that  has lost  money in a  derivative
transaction may try to avoid payment by exploiting  various legal  uncertainties
about certain derivative products.

(See also Foreign Currency Transactions.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with derivative  instruments  include:  Leverage Risk,
Liquidity Risk, and Management Risk.

Foreign Currency Transactions

Since  investments in foreign  countries  usually involve  currencies of foreign
countries,  the value of the Fund's  assets as measured  in U.S.  dollars may be
affected  favorably or  unfavorably  by changes in currency  exchange  rates and
exchange control regulations.  Also, the Fund may incur costs in connection with
conversions  between various  currencies.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the Fund's NAV to  fluctuate.
Currency  exchange  rates are  generally  determined by the forces of supply and
demand in the  foreign  exchange  markets,  actual  or  anticipated  changes  in
interest rates, and other complex factors.  Currency  exchange rates also can be
affected by the intervention of U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political developments.

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

<PAGE>

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an  offsetting  contract  for  purchasing  the foreign  currency,  the Fund will
realize a gain to the  extent  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  the Fund will  suffer a loss to the  extent  the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

<PAGE>

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it could,  instead  of  purchasing  a put  options,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

<PAGE>

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.

The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(See also Derivative Instruments and Foreign Securities.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with foreign currency transactions include: Correlation
Risk, Interest Rate Risk, Leverage Risk, Liquidity Risk, and Management Risk.

Foreign Securities and Domestic Companies with Foreign Operations

Foreign securities,  foreign currencies,  and securities issued by U.S. entities
with substantial  foreign operations involve special risks,  including those set
forth  below,  which  are  not  typically  associated  with  investing  in  U.S.
securities.  Foreign companies are not generally subject to uniform  accounting,
auditing,  and financial reporting  standards  comparable to those applicable to
domestic companies.  Additionally,  many foreign stock markets, while growing in
volume of trading  activity,  have  substantially  less volume than the New York
Stock  Exchange,  and  securities of some foreign  companies are less liquid and
more  volatile  than  securities of domestic  companies.  Similarly,  volume and
liquidity in most foreign bond markets are less than the volume and liquidity in
the U.S.  and,  at times,  volatility  of price can be greater  than in the U.S.
Further, foreign markets have different clearance, settlement, registration, and
communication  procedures  and in  certain  markets  there  have been times when
settlements  have  been  unable  to keep  pace  with the  volume  of  securities
transactions  making it difficult to conduct such  transactions.  Delays in such
procedures  could result in temporary  periods when assets are uninvested and no
return is

<PAGE>

earned on them. The inability of an investor to make intended security purchases
due to such  problems  could cause the  investor to miss  attractive  investment
opportunities.  Payment  for  securities  without  delivery  may be  required in
certain  foreign  markets and, when  participating  in new issues,  some foreign
countries  require  payment to be made in advance  of  issuance  (at the time of
issuance, the market value of the security may be more or less than the purchase
price).  Some  foreign  markets  also have  compulsory  depositories  (i.e.,  an
investor  does not have a choice as to where the  securities  are  held).  Fixed
commissions on some foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges.  Further, an investor may encounter  difficulties
or be unable to pursue legal  remedies and obtain  judgments in foreign  courts.
There is generally less  government  supervision  and regulation of business and
industry practices,  stock exchanges,  brokers, and listed companies than in the
U.S.  It may be more  difficult  for an  investor's  agents  to  keep  currently
informed about  corporate  actions such as stock dividends or other matters that
may affect the prices of portfolio securities.  Communications  between the U.S.
and foreign countries may be less reliable than within the U.S., thus increasing
the  risk of  delays  or loss  of  certificates  for  portfolio  securities.  In
addition, with respect to certain foreign countries, there is the possibility of
nationalization,  expropriation,  the  imposition of additional  withholding  or
confiscatory  taxes,  political,  social,  or economic  instability,  diplomatic
developments  that  could  affect  investments  in  those  countries,  or  other
unforeseen  actions by  regulatory  bodies  (such as changes  to  settlement  or
custody procedures).

The risks of foreign  investing  may be magnified  for  investments  in emerging
markets, which may have relatively unstable governments, economies based on only
a  few  industries,  and  securities  markets  that  trade  a  small  number  of
securities.

The  introduction  of a single  currency,  the  euro,  on  January  1,  1999 for
participating  European  nations  in the  Economic  and  Monetary  Union  ("EU")
presents  unique  uncertainties,  including  whether the payment and operational
systems of banks and other financial institutions will be ready by the scheduled
launch date; the creation of suitable  clearing and settlement  payment  systems
for the new  currency;  the legal  treatment  of certain  outstanding  financial
contracts  after January 1, 1999 that refer to existing  currencies  rather than
the euro; the  establishment  and maintenance of exchange rates; the fluctuation
of the euro relative to non-euro  currencies during the transaction  period from
January 1, 1999 to December 31, 2000 and beyond;  whether the interest rate, tax
or labor regimes of European  countries  participating in the euro will converge
over time;  and whether the  conversion of the  currencies of other EU countries
such as the United Kingdom,  Denmark, and Greece into the euro and the admission
of other non-EU  countries such as Poland,  Latvia,  and Lithuania as members of
the EU may have an impact on the euro.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with foreign  securities  include:  Foreign/Emerging
Markets Risk, Issuer Risk, and Management Risk.

High-Yield (High-Risk) Securities (Junk Bonds)

High yield  (high-risk)  securities  are sometimes  referred to as "junk bonds."
They are non-investment  grade (lower quality)  securities that have speculative
characteristics.  Lower quality  securities,  while  generally  offering  higher
yields than investment grade securities with similar maturities, involve greater
risks, including the possibility of default or bankruptcy.  They are regarded as
predominantly  speculative with respect to the issuer's capacity to pay interest
and  repay  principal.  The  special  risk  considerations  in  connection  with
investments in these securities are discussed below.

See the  appendix  for a  discussion  of  securities  ratings.  (See  also  Debt
Obligations.)

The lower-quality  and comparable  unrated security market is relatively new and
its growth has  paralleled a long  economic  expansion.  As a result,  it is not
clear how this market may withstand a prolonged  recession or economic downturn.
Such conditions  could severely  disrupt the market for and adversely affect the
value of such securities.

<PAGE>

All interest-bearing  securities typically experience appreciation when interest
rates decline and  depreciation  when interest  rates rise. The market values of
lower-quality  and  comparable  unrated  securities  tend to reflect  individual
corporate  developments  to a greater  extent than do higher  rated  securities,
which react  primarily to  fluctuations  in the general level of interest rates.
Lower-quality and comparable  unrated  securities also tend to be more sensitive
to economic  conditions  than are  higher-rated  securities.  As a result,  they
generally  involve  more  credit  risks  than  securities  in  the  higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates,  highly  leveraged  issuers of  lower-quality  securities  may experience
financial  stress and may not have  sufficient  revenues  to meet their  payment
obligations.  The issuer's  ability to service its debt  obligations also may be
adversely affected by specific corporate developments, the issuer's inability to
meet specific projected  business forecast,  or the unavailability of additional
financing.  The risk of loss due to default by an issuer of these  securities is
significantly  greater  than  issuers of  higher-rated  securities  because such
securities  are  generally   unsecured  and  are  often  subordinated  to  other
creditors.  Further,  if the issuer of a lower quality  security  defaulted,  an
investor might incur additional expenses to seek recovery.

Credit  ratings  issued by credit  rating  agencies are designed to evaluate the
safety of principal  and  interest  payments of rated  securities.  They do not,
however,  evaluate  the  market  value  risk of  lower-quality  securities  and,
therefore,  may not fully reflect the true risks of an investment.  In addition,
credit rating agencies may or may not make timely changes in a rating to reflect
changes in the economy or in the  condition of the issuer that affect the market
value  of the  securities.  Consequently,  credit  ratings  are  used  only as a
preliminary indicator of investment quality.

An  investor  may  have  difficulty  disposing  of  certain   lower-quality  and
comparable  unrated  securities  because there may be a thin trading  market for
such  securities.  Because not all dealers maintain markets in all lower quality
and comparable  unrated  securities,  there is no established  retail  secondary
market for many of these  securities.  To the extent a secondary  trading market
does  exist,  it is  generally  not  as  liquid  as  the  secondary  market  for
higher-rated  securities.  The lack of a  liquid  secondary  market  may have an
adverse  impact  on the  market  price  of the  security.  The  lack of a liquid
secondary  market for certain  securities also may make it more difficult for an
investor to obtain accurate market  quotations.  Market quotations are generally
available  on many  lower-quality  and  comparable  unrated  issues  only from a
limited  number of dealers and may not  necessarily  represent firm bids of such
dealers or prices for actual sales.

Legislation  may be  adopted  from  time to time  designed  to limit  the use of
certain lower quality and comparable unrated securities by certain issuers.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  high-yield   (high-risk)  securities  include:
Call/Prepayment  Risk,  Credit Risk,  Currency  Risk,  Interest  Rate Risk,  and
Management Risk.

Illiquid and Restricted Securities

The Fund may  invest  in  illiquid  securities  (i.e.,  securities  that are not
readily  marketable).  These  securities  may  include,  but are not limited to,
certain  securities  that are subject to legal or  contractual  restrictions  on
resale, certain repurchase agreements, and derivative instruments.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  illiquid and  restricted  securities  include:
Liquidity Risk and Management Risk.

<PAGE>

Indexed Securities

The  value of  indexed  securities  is  linked to  currencies,  interest  rates,
commodities, indexes, or other financial indicators. Most indexed securities are
short- to intermediate-term  fixed income securities whose values at maturity or
interest  rates rise or fall  according  to the change in one or more  specified
underlying  instruments.  Indexed  securities  may be  more  volatile  than  the
underlying  instrument  itself and they may be less liquid  than the  securities
represented by the index. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with indexed  securities  include:  Liquidity  Risk,
Management Risk, and Market Risk.

Inverse Floaters

Inverse  floaters  are created by  underwriters  using the  interest  payment on
securities. A portion of the interest received is paid to holders of instruments
based on current interest rates for short-term securities.  The remainder, minus
a servicing  fee, is paid to holders of inverse  floaters.  As interest rates go
down, the holders of the inverse floaters receive more income and an increase in
the price for the inverse floaters.  As interest rates go up, the holders of the
inverse floaters receive less income and a decrease in the price for the inverse
floaters. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with inverse floaters  include:  Interest Rate Risk and
Management Risk.

Investment Companies

The  Fund may  invest  in  securities  issued  by  registered  and  unregistered
investment companies.  These investments may involve the duplication of advisory
fees and certain other expenses.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risk  associated  with the  securities  of other  investment  companies
includes: Management Risk and Market Risk.

Lending of Portfolio Securities

The Fund may lend certain of its  portfolio  securities to  broker-dealers.  The
current  policy of the Fund's  board is to make  these  loans,  either  long- or
short-term,  to  broker-dealers.  In making loans,  the Fund receives the market
price in cash,  U.S.  government  securities,  letters of credit,  or such other
collateral as may be permitted by regulatory agencies and approved by the board.
If the  market  price of the loaned  securities  goes up, an  investor  will get
additional  collateral on a daily basis. The risks are that the borrower may not
provide  additional  collateral when required or return the securities when due.
During the existence of the loan, the Fund receives cash payments  equivalent to
all interest or other distributions paid on the loaned securities.  The Fund may
pay reasonable  administrative  and custodial fees in connection with a loan and
may pay a negotiated  portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker.  The Fund will
receive  reasonable  interest  on the loan or a flat fee from the  borrower  and
amounts  equivalent to any dividends,  interest,  or other  distributions on the
securities loaned.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with the lending of  portfolio  securities  include:
Credit Risk and Management Risk.

<PAGE>

Loan Participations

Loans,  loan  participations,  and  interests  in  securitized  loan  pools  are
interests in amounts owed by a corporate,  governmental,  or other borrower to a
lender  or  consortium  of  lenders  (typically  banks,   insurance   companies,
investment banks, government agencies, or international agencies). Loans involve
a risk of loss in case of default or  insolvency  of the  borrower and may offer
less legal protection to an investor in the event of fraud or misrepresentation.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with loan  participations  include:  Credit Risk and
Management Risk.

Mortgage- and Asset-Backed Securities

Mortgage-backed  securities  represent direct or indirect  participations in, or
are secured by and payable from,  mortgage loans secured by real  property,  and
include  single- and  multi-class  pass-through  securities  and  Collateralized
Mortgage  Obligations  (CMOs).  These  securities may be issued or guaranteed by
U.S.  government agencies or  instrumentalities  (see also Agency and Government
Securities),  or by private  issuers,  generally  originators  and  investors in
mortgage loans,  including savings  associations,  mortgage bankers,  commercial
banks,  investment  bankers,  and  special  purpose  entities.   Mortgage-backed
securities issued by private lenders may be supported by pools of mortgage loans
or other mortgage-backed securities that are guaranteed, directly or indirectly,
by the U.S. government or one of its agencies or instrumentalities,  or they may
be issued without any governmental  guarantee of the underlying  mortgage assets
but with some form of non-governmental credit enhancement.

Stripped mortgage-backed  securities are a type of mortgage-backed security that
receive  differing  proportions of the interest and principal  payments from the
underlying assets. Generally,  there are two classes of stripped mortgage-backed
securities:  Interest Only (IO) and Principal  Only (PO). IOs entitle the holder
to receive  distributions  consisting of all or a portion of the interest on the
underlying pool of mortgage loans or mortgage-backed securities. POs entitle the
holder to receive distributions  consisting of all or a portion of the principal
of the underlying pool of mortgage loans or mortgage-backed securities. The cash
flows and yields on IOs and POs are extremely sensitive to the rate of principal
payments   (including   prepayments)   on  the  underlying   mortgage  loans  or
mortgage-backed  securities.  A rapid rate of principal  payments may  adversely
affect the yield to  maturity  of IOs.  A slow rate of  principal  payments  may
adversely  affect the yield to maturity of POs. If  prepayments of principal are
greater than anticipated,  an investor in IOs may incur  substantial  losses. If
prepayments of principal are slower than anticipated,  the yield on a PO will be
affected more severely than would be the case with a traditional mortgage-backed
security.

CMOs are hybrid mortgage-related  instruments secured by pools of mortgage loans
or other mortgage-related  securities,  such as mortgage pass through securities
or stripped  mortgage-backed  securities.  CMOs may be structured  into multiple
classes,  often referred to as  "tranches,"  with each class bearing a different
stated  maturity and entitled to a different  schedule for payments of principal
and  interest,  including  prepayments.   Principal  prepayments  on  collateral
underlying  a CMO may  cause it to be  retired  substantially  earlier  than its
stated maturity.

The yield  characteristics  of  mortgage-backed  securities differ from those of
other debt  securities.  Among the  differences  are that interest and principal
payments  are  made  more  frequently  on  mortgage-backed  securities,  usually
monthly,  and principal may be repaid at any time.  These factors may reduce the
expected yield.

<PAGE>

Asset-backed    securities   have   structural    characteristics   similar   to
mortgage-backed  securities.  Asset-backed debt obligations  represent direct or
indirect  participation in, or secured by and payable from, assets such as motor
vehicle  installment  sales contracts,  other  installment loan contracts,  home
equity loans,  leases of various types of property,  and receivables from credit
card  or  other  revolving  credit  arrangements.  The  credit  quality  of most
asset-backed  securities  depends  primarily on the credit quality of the assets
underlying  such  securities,  how well  the  entity  issuing  the  security  is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities,  and  the  amount  and  quality  of  any  credit  enhancement  of  the
securities.  Payments or distributions of principal and interest on asset-backed
debt  obligations  may be  supported  by  non-governmental  credit  enhancements
including  letters  of  credit,   reserve  funds,   overcollateralization,   and
guarantees by third parties.  The market for privately issued  asset-backed debt
obligations is smaller and less liquid than the market for government  sponsored
mortgage-backed securities. (See also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with mortgage- and  asset-backed  securities  include:
Call/Prepayment  Risk,  Credit Risk,  Interest Rate Risk,  Liquidity  Risk,  and
Management Risk.

Mortgage Dollar Rolls

Mortgage   dollar  rolls  are   investments   whereby  an  investor  would  sell
mortgage-backed  securities for delivery in the current month and simultaneously
contract to purchase  substantially  similar  securities  on a specified  future
date.  While  an  investor  would  forego  principal  and  interest  paid on the
mortgage-backed  securities  during  the  roll  period,  the  investor  would be
compensated  by the  difference  between the  current  sales price and the lower
price for the future  purchase as well as by any interest earned on the proceeds
of the initial sale. The investor also could be compensated  through the receipt
of fee income equivalent to a lower forward price.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  mortgage  dollar rolls  include:  Credit Risk,
Interest Rate Risk, and Management Risk.

Municipal Obligations

Municipal obligations include debt obligations issued by or on behalf of states,
territories,  or  possessions  of the United States  (including  the District of
Columbia).  The interest on these  obligations is generally  exempt from federal
income tax.  Municipal  obligations are generally  classified as either "general
obligations" or "revenue obligations."

General  obligation  bonds are secured by the issuer's pledge of its full faith,
credit,  and taxing  power for the payment of interest  and  principal.  Revenue
bonds are payable only from the  revenues  derived from a project or facility or
from the proceeds of a specified  revenue source.  Industrial  development bonds
are  generally  revenue bonds secured by payments from and the credit of private
users. Municipal notes are issued to meet the short-term funding requirements of
state, regional, and local governments. Municipal notes include tax anticipation
notes,  bond anticipation  notes,  revenue  anticipation  notes, tax and revenue
anticipation  notes,   construction  loan  notes,   short-term  discount  notes,
tax-exempt commercial paper, demand notes, and similar instruments.

<PAGE>

Municipal  lease  obligations  may  take the  form of a  lease,  an  installment
purchase,  or a conditional  sales contract.  They are issued by state and local
governments  and  authorities to acquire land,  equipment,  and  facilities.  An
investor  may  purchase  these   obligations   directly,   or  it  may  purchase
participation interests in such obligations.  Municipal leases may be subject to
greater risks than general obligation or revenue bonds. State  constitutions and
statutes set forth requirements that states or municipalities must meet in order
to issue municipal  obligations.  Municipal leases may contain a covenant by the
state or  municipality to budget for and make payments due under the obligation.
Certain municipal leases may, however,  provide that the issuer is not obligated
to make  payments  on the  obligation  in future  years  unless  funds have been
appropriated for this purpose each year.

Yields on municipal  bonds and notes  depend on a variety of factors,  including
money  market  conditions,  municipal  bond  market  conditions,  the  size of a
particular  offering,  the  maturity  of the  obligation,  and the rating of the
issue. The municipal bond market has a large number of different  issuers,  many
having  smaller  sized bond issues,  and a wide choice of  different  maturities
within each issue.  For these reasons,  most  municipal  bonds do not trade on a
daily  basis and many trade  only  rarely.  Because  many of these  bonds  trade
infrequently,  the  spread  between  the bid and offer may be wider and the time
needed to develop a bid or an offer may be longer than other  security  markets.
See the  appendix  for a  discussion  of  securities  ratings.  (See  also  Debt
Obligations.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with municipal obligations include:  Credit Risk, Event
Risk,  Inflation Risk,  Interest Rate Risk,  Legal/Legislative  Risk, and Market
Risk.

Preferred Stock

Preferred  stock is a type of stock that pays  dividends at a specified rate and
that has  preference  over  common  stock in the  payment of  dividends  and the
liquidation of assets. Preferred stock does not ordinarily carry voting rights.

The price of a preferred  stock is generally  determined  by  earnings,  type of
products  or  services,   projected  growth  rates,  experience  of  management,
liquidity,  and  general  market  conditions  of the  markets on which the stock
trades.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with preferred stock include:  Issuer Risk,  Management
Risk, and Market Risk.

Real Estate Investment Trusts

Real estate  investment  trusts  (REITs) are entities that manage a portfolio of
real estate to earn profits for their  shareholders.  REITs can make investments
in real  estate such as  shopping  centers,  nursing  homes,  office  buildings,
apartment complexes,  and hotels. REITs can be subject to extreme volatility due
to  fluctuations in the demand for real estate,  changes in interest rates,  and
adverse economic conditions.  Additionally, the failure of a REIT to continue to
qualify as a REIT for tax purposes can materially affect its value.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest associated with REITs include:  Issuer Risk, Management Risk, and Market
Risk.

<PAGE>

Repurchase Agreements

The Fund may enter into  repurchase  agreements  with certain  banks or non-bank
dealers. In a repurchase  agreement,  the Fund buys a security at one price, and
at the time of sale,  the  seller  agrees  to  repurchase  the  obligation  at a
mutually agreed upon time and price (usually within seven days).  The repurchase
agreement,  thereby, determines the yield during the purchaser's holding period,
while the  seller's  obligation  to  repurchase  is  secured by the value of the
underlying  security.  Repurchase  agreements could involve certain risks in the
event of a default or insolvency of the other party to the agreement,  including
possible  delays or  restrictions  upon the  Fund's  ability  to  dispose of the
underlying securities.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with repurchase  agreements  include:  Credit Risk and
Management Risk.

Reverse Repurchase Agreements

In a reverse repurchase agreement,  the investor would sell a security and enter
into an agreement  to  repurchase  the  security at a specified  future date and
price.  The  investor  generally  retains  the right to interest  and  principal
payments on the security.  Since the investor receives cash upon entering into a
reverse  repurchase  agreement,  it may be  considered  a  borrowing.  (See also
Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with reverse  repurchase  agreements  include:  Credit
Risk, Interest Rate Risk, and Management Risk.

Short Sales

With  short  sales,  an  investor  sells a  security  that  it  does  not own in
anticipation  of a decline in the market value of the security.  To complete the
transaction,  the  investor  must borrow the  security  to make  delivery to the
buyer.  The investor is  obligated to replace the security  that was borrowed by
purchasing  it at the market price on the  replacement  date.  The price at such
time may be more or less than the price at which the investor sold the security.
A fund that is allowed  to utilize  short  sales will  designate  cash or liquid
securities  to cover its open short  positions.  Those  funds also may engage in
"short sales against the box," a form of  short-selling  that involves selling a
security that an investor owns (or has an  unconditioned  right to purchase) for
delivery at a specified date in the future. This technique allows an investor to
hedge protectively against anticipated declines in the market of its securities.
If the value of the  securities  sold  short  increased  prior to the  scheduled
delivery date, the investor loses the opportunity to participate in the gain.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated  with short sales include:  Management Risk and Market
Risk.

Sovereign Debt

A sovereign debtor's  willingness or ability to repay principal and pay interest
in a timely  manner may be affected by a variety of factors,  including its cash
flow  situation,  the extent of its  reserves,  the  availability  of sufficient
foreign  exchange on the date a payment is due,  the  relative  size of the debt
service burden to the economy as a whole,  the sovereign  debtor's policy toward
international lenders, and the political constraints to which a sovereign debtor
may be subject. (See also Foreign Securities.)

With respect to sovereign debt of emerging market issuers,  investors  should be
aware that certain  emerging  market  countries are among the largest debtors to
commercial  banks and foreign  governments.  At times,  certain  emerging market
countries  have  declared  moratoria on the payment of principal and interest on
external debt.

<PAGE>

Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis that led to defaults and the  restructuring  of
certain indebtedness.

Sovereign  debt  includes  Brady Bonds,  which are  securities  issued under the
framework of the Brady Plan,  an  initiative  announced by former U.S.  Treasury
Secretary  Nicholas  F.  Brady in 1989 as a  mechanism  for  debtor  nations  to
restructure their outstanding external commercial bank indebtedness.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks   associated   with   sovereign   debt   include:   Credit  Risk,
Foreign/Emerging Markets Risk, and Management Risk.

Structured Products

Structured   products  are   over-the-counter   financial   instruments  created
specifically  to meet  the  needs of one or a small  number  of  investors.  The
instrument may consist of a warrant,  an option,  or a forward contract embedded
in  a  note  or  any  of  a  wide  variety  of  debt,  equity,  and/or  currency
combinations.  Risks of structured  products include the inability to close such
instruments,  rapid changes in the market,  and defaults by other parties.  (See
also Derivative Instruments.)

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  structured  products  include:   Credit  Risk,
Liquidity Risk, and Management Risk.

Variable- or Floating-Rate Securities

The Fund may invest in  securities  that offer a variable- or  floating-rate  of
interest.  Variable-rate securities provide for automatic establishment of a new
interest rate at fixed intervals (e.g., daily,  monthly,  semi-annually,  etc.).
Floating-rate  securities  generally  provide for  automatic  adjustment  of the
interest rate whenever some specified interest rate index changes.

Variable-  or  floating-rate  securities  frequently  include  a demand  feature
enabling the holder to sell the  securities to the issuer at par. In many cases,
the demand  feature can be exercised at any time.  Some  securities  that do not
have variable or floating  interest  rates may be  accompanied by puts producing
similar results and price characteristics.

Variable-rate demand notes include master demand notes that are obligations that
permit the Fund to invest  fluctuating  amounts,  which may change daily without
penalty,  pursuant to direct  arrangements  between the Fund as lender,  and the
borrower.  The interest  rates on these notes  fluctuate  from time to time. The
issuer of such  obligations  normally has a corresponding  right,  after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations plus accrued interest upon a specified number of days' notice to the
holders of such  obligations.  Because  these  obligations  are  direct  lending
arrangements  between the lender and borrower,  it is not contemplated that such
instruments  generally  will be traded.  There  generally is not an  established
secondary market for these obligations. Accordingly, where these obligations are
not  secured by  letters of credit or other  credit  support  arrangements,  the
Fund's  right to redeem is  dependent  on the  ability  of the  borrower  to pay
principal and interest on demand.  Such obligations  frequently are not rated by
credit rating agencies and may involve heightened risk of default by the issuer.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks  associated with variable- or  floating-rate  securities  include:
Credit Risk and Management Risk.

<PAGE>

Warrants

Warrants are securities giving the holder the right, but not the obligation,  to
buy the stock of an issuer at a given price (generally  higher than the value of
the stock at the time of  issuance)  during a specified  period or  perpetually.
Warrants may be acquired  separately or in connection  with the  acquisition  of
securities.  Warrants  do not carry with them the right to  dividends  or voting
rights  and they do not  represent  any  rights  in the  assets  of the  issuer.
Warrants may be considered to have more speculative characteristics than certain
other  types of  investments.  In  addition,  the  value of a  warrant  does not
necessarily  change with the value of the underlying  securities,  and a warrant
ceases to have value if it is not exercised prior to its expiration date.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with warrants include: Management Risk and Market Risk.

When-Issued Securities

These  instruments  are contracts to purchase  securities for a fixed price at a
future date beyond normal  settlement  time  (when-issued  securities or forward
commitments).  The price of debt obligations  purchased on a when-issued  basis,
which  may be  expressed  in  yield  terms,  generally  is fixed at the time the
commitment to purchase is made, but delivery and payment for the securities take
place at a later date.  Normally,  the settlement  date occurs within 45 days of
the purchase  although in some cases  settlement  may take longer.  The investor
does not pay for the  securities or receive  dividends or interest on them until
the contractual  settlement date. Such instruments involve a risk of loss if the
value of the security to be purchased  declines  prior to the  settlement  date,
which risk is in  addition  to the risk of  decline  in value of the  investor's
other assets.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest risks associated with when-issued  securities  include:  Credit Risk and
Management Risk.

Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities

These  securities  are debt  obligations  that do not make regular cash interest
payments (see also Debt Obligations). Zero-coupon and step-coupon securities are
sold at a deep  discount to their face value  because  they do not pay  interest
until  maturity.  Pay-in-kind  securities  pay interest  through the issuance of
additional securities.  Because these securities do not pay current cash income,
the price of these  securities  can be extremely  volatile when  interest  rates
fluctuate. See the appendix for a discussion of securities ratings.

Although  one or more of the other risks  described  in this SAI may apply,  the
largest  risks  associated  with  zero-coupon,   step-coupon,   and  pay-in-kind
securities include: Credit Risk, Interest Rate Risk, and Management Risk.

<PAGE>

SECURITY TRANSACTIONS
- -------------------------------------------------------------------------------

Subject to policies set by the board,  IDS Life Insurance  Company (IDS Life) is
authorized  to  determine,  consistent  with  the  Fund's  investment  goal  and
policies,  which  securities  will be purchased,  held, or sold. In  determining
where the buy and sell  orders are to be placed,  IDS Life has been  directed to
use its best efforts to obtain the best  available  price and the most favorable
execution  except where otherwise  authorized by the board.  IDS Life intends to
direct AEFC to execute  trades and  negotiate  commissions  on its  benefit.  In
selecting broker-dealers to execute transactions, AEFC may consider the price of
the security,  including  commission or mark-up,  the size and difficulty of the
order, the reliability,  integrity,  financial soundness,  and general operation
and execution  capabilities of the broker,  the broker's expertise in particular
markets,  and  research  services  provided by the broker.  These  services  are
covered by the Investment  Advisory  Agreement  between IDS Life and AEFC.  When
AEFC acts on IDS Life's  behalf for the Fund, it follows the  guidelines  stated
below.

AEFC has a strict Code of Ethics that  prohibits its  affiliated  personnel from
engaging in personal investment  activities that compete with or attempt to take
advantage of planned  portfolio  transactions for any fund or trust for which it
acts as investment manager.

The Fund's  securities may be traded on a principal rather than an agency basis.
In other words,  AEFC will trade  directly  with the issuer or with a dealer who
buys or sells for its own  account,  rather  than  acting  on behalf of  another
client. AEFC does not pay the dealer commissions.  Instead, the dealer's profit,
if any, is the  difference,  or spread,  between the dealer's  purchase and sale
price for the security.

On occasion, it may be desirable to compensate a broker for research services or
for  brokerage  services  by paying a  commission  that might not  otherwise  be
charged or a commission in excess of the amount another broker might charge. The
board  has  adopted  a  policy  authorizing  IDS  Life  to do so to  the  extent
authorized by law, if IDS Life determines,  in good faith,  that such commission
is  reasonable  in relation to the value of the  brokerage or research  services
provided by a broker or dealer,  viewed either in the light of that  transaction
or IDS Life's or AEFC's overall responsibilities.

Research provided by brokers  supplements AEFC's own research  activities.  Such
services include economic data on, and analysis of, U.S. and foreign  economies;
information  on  specific  industries;  information  about  specific  companies,
including earnings  estimates;  purchase  recommendations  for stocks and bonds;
portfolio strategy services;  political,  economic, business, and industry trend
assessments;  historical statistical information; market data services providing
information  on specific  issues and prices;  and technical  analysis of various
aspects of the securities markets, including technical charts. Research services
may take the form of written reports,  computer software, or personal contact by
telephone or at seminars or other meetings. AEFC has obtained, and in the future
may  obtain,  computer  hardware  from  brokers,  including  but not  limited to
personal computers that will be used exclusively for investment  decision-making
purposes,  which  include  the  research,   portfolio  management,  and  trading
functions and other services to the extent permitted under an  interpretation by
the SEC.

When paying a commission  that might not otherwise be charged or a commission in
excess  of the  amount  another  broker  might  charge,  IDS  Life  must  follow
procedures  authorized  by the  board.  To  date,  three  procedures  have  been
authorized.  One procedure  permits IDS Life to direct an order to buy or sell a
security  traded on a national  securities  exchange  to a  specific  broker for
research  services it has provided.  The second  procedure  permits IDS Life, in
order to obtain research, to direct an order on an agency basis to buy or sell a
security  traded in the  over-the-counter  market to a firm that does not make a
market in that security. The commission paid generally includes compensation for
research  services.  The third  procedure  permits IDS Life,  in order to obtain
research and brokerage services, to cause the Fund to pay a

<PAGE>

commission in excess of the amount another  broker might have charged.  IDS Life
has  advised  the Fund  that it is  necessary  to do  business  with a number of
brokerage firms on a continuing basis to obtain such services as the handling of
large  orders,  the  willingness  of a broker  to risk its own money by taking a
position in a security,  and the specialized  handling of a particular  group of
securities  that only certain  brokers may be able to offer. As a result of this
arrangement,  some  portfolio  transactions  may not be  effected  at the lowest
commission,  but IDS Life believes it may obtain better overall  execution.  IDS
Life has  represented  that under all three  procedures the amount of commission
paid  will be  reasonable  and  competitive  in  relation  to the  value  of the
brokerage services performed or research provided.

All  other  transactions  will be  placed  on the  basis of  obtaining  the best
available  price  and the  most  favorable  execution.  In so  doing,  if in the
professional  opinion  of the person  responsible  for  selecting  the broker or
dealer,   several  firms  can  execute  the   transaction  on  the  same  basis,
consideration  will be given by such  person to those  firms  offering  research
services.  Such services may be used by IDS Life and AEFC in providing advice to
all the funds and accounts advised by IDS Life even though it is not possible to
relate the benefits to any particular fund.

Each  investment  decision  made  for the  Fund is made  independently  from any
decision made for another portfolio,  fund, or other account advised by IDS Life
or any of its  subsidiaries.  When the Fund buys or sells the same  security  as
another portfolio,  fund, or account,  IDS Life carries out the purchase or sale
in a way the  Fund  agrees  in  advance  is  fair.  Although  sharing  in  large
transactions  may adversely  affect the price or volume purchased or sold by the
Fund, the Fund hopes to gain an overall advantage in execution.

On a periodic basis, IDS Life makes a comprehensive review of the broker-dealers
and the  overall  reasonableness  of their  commissions.  The  review  evaluates
execution, operational efficiency, and research services.

For fiscal  years noted  below,  each Fund paid the  following  total  brokerage
commissions.  Substantially  all firms through whom  transactions  were executed
provide research services.
<TABLE>
<CAPTION>
<S>                <C>          <C>          <C>          <C>          <C>          <C>
                                Government                International             Money
April 30,          Equity       Securities   -----------  Equity       -----------  Market
                                             Income                    Managed
- ------------------
1999               $1,545,090      $-0-         $-0-      $2,881,012     $816,300     $-0-
- ------------------
1998                 878,563        -0-          -0-       1,638,191      464,162      -0-
- ------------------
1997               1,053,258        -0-          -0-       1,963,931      556,456      -0-
</TABLE>

In  fiscal  year  1999,  the  following   transactions   and  commissions   were
specifically directed to firms in exchange for research services:
<TABLE>
<CAPTION>
<S>             <C>          <C>           <C>          <C>          <C>           <C>
                             Government                 International              Money Market
                Equity       Securities    -----------  Equity        -----------
                                           Income                     Managed
Transactions    $12,612,000  $-0-          $-0-         $-0-          $6,165,000   $-0-
- ---------------
Commissions          15,900                                                6,000
</TABLE>

As of the end of the most recent  fiscal  year,  Government  Securities  held no
securities  of its regular  brokers or dealers or of the parent of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities.

<PAGE>

As of the end of the most recent fiscal year,  each Fund held  securities of its
regular  brokers  or dealers  of the  parent of those  brokers  or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:
<TABLE>
<CAPTION>
<S>                                    <C>                                        <C>
                                                                                  Value of Securities
Fund                                   Name of Issuer                             owned at End of Fiscal Year

Equity                                 Fleet Funding                                 $3,782,560

Income                                 Fleet Financial Group                           $216,215

International Equity                   Salomon Smith Barney                          $1,098,675

Managed                                Bank of America                              $11,061,613
                                       Fleet Funding                                  1,293,240
                                       Merrill Lynch                                  1,063,435
                                       Morgan (JP)                                      448,530
                                       Salomon                                          501,265

Money Market                           Bank of America                               $1,989,492
                                       Bear Stearns                                     498,337
                                       Goldman Sachs Group                            1,662,600
                                       Morgan Stanley                                 1,291,494
</TABLE>

The  portfolio  turnover  rates for the two most  recent  fiscal  years  were as
follows:
<TABLE>
<CAPTION>
<S>             <C>          <C>           <C>          <C>           <C>
                             Government                 International
April 30,       Equity       Securities    -----------  Equity        -----------
                                           Income                     Managed
- ---------------
1999                130%         89%           22%          67%          96%
- ---------------
1998                147          82            94          172          112
</TABLE>

Higher turnover rates may result in higher brokerage expenses.  The variation in
turnover rates for  International  Equity  Portfolio can be attributed to: stock
prices very quickly moving beyond our developed valuation parameters.

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH IDS LIFE
- -------------------------------------------------------------------------------

Affiliates  of American  Express  Company (IDS Life is a wholly  owned  indirect
subsidiary) may engage in brokerage and other securities  transactions on behalf
of the Fund  according  to  procedures  adopted  by the board and to the  extent
consistent with applicable  provisions of the federal  securities laws. IDS Life
will use an American Express  affiliate only if (i) IDS Life determines that the
Fund will receive  prices and  executions at least as favorable as those offered
by qualified independent brokers performing similar brokerage and other services
for the Fund and (ii) the affiliate charges the Fund commission rates consistent
with those the affiliate charges  comparable  unaffiliated  customers in similar
transactions  and if  such  use  is  consistent  with  terms  of the  Investment
Management and Services Agreement.

No brokerage  commissions  were paid to brokers  affiliated with the Advisor for
the three  most  recent  fiscal  years for  Government  Securities,  Income  and
International Equity Funds.

<PAGE>

Information  about  brokerage  commissions  paid by the Fund for the last  three
fiscal  years  to  brokers  affiliated  with the  Advisor  is  contained  in the
following table:
<TABLE>
<CAPTION>

                          As of the end of Fiscal Year,

                                                                1999                          1998          1997

                                             -------------------------------------------  ------------  -------------
<S>            <C>            <C>            <C>            <C>            <C>            <C>           <C>

                                                                           Percent of
                ------------  -------------  -------------  -------------  Aggregate      ------------  -------------
                                                                           Dollar
                                             Aggregate                     Amount of      Aggregate     Aggregate
                                             Dollar         Percent of     Transactions   Dollar        Dollar
                                             amount of      Aggregate      Involving      Amount of     Amount of
Fund                          Nature of      Commissions    Brokerage      Payment of     Commissions   Commissions
                Broker        Affiliation    Paid to        Commissions    Commissions    Paid to       Paid to
                                             Broker                                       Broker        Broker
Equity          American      Wholly-owned    $9,828             0.64%          0.85%      $17,813       $36,641
                Enterprise    subsidiary
                Investment    of the
                Services      Advisor
                Inc.

Managed         American      Wholly-owned     3,702             0.45           0.91         6,710        13,802
                Enterprise    subsidiary
                Investment    of the
                Services      Advisor
                Inc.
- ---------------
</TABLE>

<PAGE>

PERFORMANCE INFORMATION

The Fund may quote various  performance  figures to illustrate past performance.
Average annual total return and current yield quotations, if applicable, used by
the Fund are based on standardized methods of computing  performance as required
by the  SEC.  An  explanation  of  the  methods  used  by the  Fund  to  compute
performance follows below.

AVERAGE ANNUAL TOTAL RETURN

The Fund may  calculate  average  annual  total  return for  certain  periods by
finding the average annual compounded rates of return over the period that would
equate the initial amount invested to the ending redeemable value,  according to
the following formula:

                                  P(1+T)n = ERV

where:           P =  a hypothetical initial payment of $1,000
                 T =  average annual total return
                 n =  number of years
               ERV =  ending redeemable value of a hypothetical $1,000 payment
                      at the beginning of a period, at the end of the period (or
                      fractional portion thereof)

Aggregate total return

The Fund may calculate  aggregate total return for certain periods  representing
the cumulative change in the value of an investment in the Fund over a specified
period of time according to the following formula:

                                     ERV - P
                                        P

where:         P =  a hypothetical initial payment of $1,000
             ERV =  ending  redeemable value of a hypothetical  $1,000 payment
                    at the  beginning of a period,  at the end of the period (or
                    fractional portion thereof)

ANNUALIZED YIELD

Government  Securities  and  Income  Portfolios  - The  Fund  may  calculate  an
annualized  yield by dividing the net investment  income per share deemed earned
during a 30-day  period by the net asset  value per share on the last day of the
period and annualizing the results.

Yield is calculated according to the following formula:

                           Yield = 2[ (a-b + 1)6 - 1]
                                       cd

where:         a =  dividends and interest earned during the period
               b =  expenses accrued for the period (net of reimbursements)
               c = the average  daily  number of shares  outstanding  during the
                   period that were  entitled  to receive  dividends
               d = the maximum offering price per share on the last day of the
                   period
<PAGE>

Annualized yield based on the 30-day period ending April 30, 1999 for Government
Securities  Portfolio was 4.91% and Income Portfolio's yield was 6.39%, IDS Life
agreed to a voluntary  limitation of  non-advisory  expenses at an annual charge
not to  exceed  0.10% of the  daily net  assets  of the  Fund.  If  non-advisory
expenses had not been limited,  Government  Securities  Portfolio's  yield would
have been 0.87%.

Money Market Portfolio calculates annualized simple and compound yields based on
a seven-day period.

The simple yield is calculated by:

     o    (a) determining the net change in the value of a hypothetical  account
          having a  balance  of one  share  at the  beginning  of the  seven-day
          period,

     o    (b)  dividing  the net  change  in  account  value by the value of the
          account  at the  beginning  of the period to obtain the return for the
          period, and

     o    (c) multiplying that return by 365/7 to obtain an annualized figure.

The value of the  hypothetical  account  includes  the  amount  of any  declared
dividends,  the value of any shares  purchased with any dividend paid during the
period and any  dividends  declared for such  shares.  The Fund's yield does not
include any realized or unrealized gain or loss.

The Fund calculates its compound yield according to the following formula:

Compound Yield = [(return for seven day period + 1)365/7] - 1

The Fund's simple  annualized  yield was 4.26% and its compound  yield was 4.36%
for the seven-day period ending April 30, 1999.

Yield,  or rate of  return,  on Fund  shares  may  fluctuate  daily and does not
provide a basis for determining  future yields.  However,  it may be used as one
element  in  assessing  how the Fund is  meeting  its goal.  When  comparing  an
investment   in  the  Fund  with  savings   accounts   and  similar   investment
alternatives,  you must consider that such alternatives  often provide an agreed
to or  guaranteed  fixed yield for a stated  period of time,  whereas the Fund's
yield  fluctuates.  In comparing  the yield of one money market fund to another,
you should  consider  each fund's  investment  policies,  including the types of
investments permitted.

In its sales material and other  communications,  the Fund may quote, compare or
refer to rankings,  yields,  or returns as published by independent  statistical
services or publishers and  publications  such as The Bank Rate Monitor National
Index, Barron's,  Business Week, CDA Technologies,  Donoghue's Money Market Fund
Report,  Financial  Services Week,  Financial Times,  Financial  World,  Forbes,
Fortune, Global Investor,  Institutional Investor, Investor's Daily, Kiplinger's
Personal Finance, Lipper Analytical Services,  Money,  Morningstar,  Mutual Fund
Forecaster,  Newsweek,  The New York Times,  Personal Investor,  Shearson Lehman
Aggregate Bond Index,  Stanger Report,  Sylvia Porter's  Personal  Finance,  USA
Today,  U.S. News and World Report,  The Wall Street Journal,  and  Wiesenberger
Investment Companies Service.

<PAGE>

VALUING FUND SHARES
- -------------------------------------------------------------------------------

The  value of an  individual  share in the  Equity,  Equity  Income,  Government
Securities, Income, International Equity and Managed Portfolios is determined by
using the net asset value (NAV) before shareholder transactions for the day.

On the first business day following the end of the fiscal year, the  computation
looked like this:
<TABLE>
<CAPTION>
<S>                       <C>              <C>              <C>             <C>               <C>
                                                            Shares
                                                            outstanding at
                                                            the end of                        Net asset
Portfolio                 Net assets       divided by       previous day     equals           value of one
                                                                                              share
- ------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Equity                    $989,716,308                       35,575,712                          $27.82
Government Securities       21,914,374                        2,165,452                           10.12
Income                      97,579,645                        9,866,496                            9.89
International Equity       284,168,629                       14,862,376                           19.12
Managed                    688,635,114                       34,124,634                           20.18
</TABLE>

In determining net assets before shareholder transactions, the Fund's securities
are valued as follows as of the close of business of the New York Stock Exchange
(the Exchange):

o    Stocks,  convertible bonds,  warrants,  futures and options traded on major
     exchanges  are valued  each day at their last  quoted  sales price on their
     primary exchange as of the close of the Exchange.  If the last quoted sales
     price is not readily available for a particular security,  the value is the
     average price between the last offer to buy and the last offer to sell.

o    Stocks,  convertible  bonds and  warrants  with  readily  available  market
     quotations  but  without a listing on an  exchange  are also  valued at the
     average between the last bid (offer to buy) and asked (offer to sell) price
     at the time of the close of the Exchange.

o    Short-term  securities  maturing in 60 days or less at the acquisition date
     are valued at amortized cost. (Amortized cost is an approximation of market
     value  determined  by  systematically  increasing  the carrying  value of a
     security if acquired at a discount, or systematically reducing the carrying
     value if  acquired  at a premium,  so that the  carrying  value is equal to
     maturity value on the maturity date.)

o    Securities  without a readily  available  market  price,  bonds  other than
     convertibles  and other assets are valued at fair value.  In valuing these,
     the fund directors are responsible for selecting methods which they believe
     give the fair value. For  nonconvertible  bonds, the usual method is to use
     the pricing  service of an outside  organization.  Such pricing service may
     take into consideration yield, quality,  coupon,  maturity,  type of issue,
     trading characteristics and other market data in determining valuations for
     normal  institutional-size  trading units of debt  securities  and does not
     rely exclusively on quoted prices.

<PAGE>

     o    Generally,  trading in foreign  securities is substantially  completed
          each day at  various  times  prior to the close of the  Exchange.  The
          values of such  securities  used in determining the net asset value of
          the Fund's shares are computed as of such times. Occasionally,  events
          affecting  the value of such  securities  may occur between such times
          and the  close of the  Exchange  which  will not be  reflected  in the
          computation  of the  Fund's  net asset  value.  If  events  materially
          affecting the value of such securities occur during such period,  then
          these  securities  will be valued at their  fair  value  according  to
          procedures  decided  upon in good faith by the Fund's  board.  Foreign
          securities  quoted in  foreign  currencies  are  translated  into U.S.
          dollars at the current exchange rate.

Valuing Money Market shares.

     o    Money Market  Portfolio  intends to use its best efforts to maintain a
          constant  net  asset  value  of $1  per  share  although  there  is no
          assurance it will be able to do so. Accordingly, it uses the amortized
          cost method in valuing its portfolio of securities.

     o    Short-term  securities  maturing  in 60  days or less  are  valued  at
          amortized  cost.  Amortized cost is an  approximation  of market value
          determined  by  systematically  increasing  the  carrying  value  of a
          security if acquired at a discount,  or reducing the carrying value if
          acquired at a premium, so that the carrying value is equal to maturity
          value  on the  maturity  date.  It does not  take  into  consideration
          unrealized  capital  gains or  losses.  All of the  securities  in the
          portfolio will be valued at their amortized cost.

     o    In addition,  the portfolio must abide by certain conditions.  It must
          only invest in securities of high quality which present minimal credit
          risks as  determined  by the board of  directors.  This means that the
          rated  commercial paper in the portfolio will be issues that have been
          rated  in the  highest  rating  category  by at least  two  nationally
          recognized  statistical  rating  organizations  (or by one if only one
          rating is  assigned)  and in unrated  paper  determined  by the fund's
          board of directors to be comparable.  The portfolio must also purchase
          securities  with  original or remaining  maturities of no more than 13
          months or less,  and  maintain  a  dollar-weighted  average  portfolio
          maturity of 90 days or less.

     o    In addition, the board of directors must establish procedures designed
          to stabilize the portfolio's price per share for purposes of sales and
          redemptions  at $1 to the extent that it is reasonably  possible to do
          so. These procedures include review of the portfolio securities by the
          board, at intervals deemed appropriate by it, to determine whether the
          net asset  value  per share  computed  by using the  available  market
          quotations  deviates  from a share value of $1 as  computed  using the
          amortized  cost method.  The board must  consider any  deviation  that
          appears, and if it exceeds 0.5 percent, it must determine what action,
          if any, needs to be taken.  If the board  determines  that a deviation
          exists  that may  result in a material  dilution  of the  holdings  of
          current shareholders or investors, or in other unfair consequences for
          such people, it must undertake remedial action that it deems necessary
          and  appropriate.  Such  action  may  include  withholding  dividends,
          calculating  net  asset  value per  share  for  purposes  of sales and
          redemptions using available market  quotations,  making redemptions in
          kind,  and  selling  securities  before  maturity  in order to realize
          capital gain or loss or to shorten average portfolio maturity.

     o    In other words, while the amortized cost method provides certainty and
          consistency in portfolio valuation,  it may, from time to time, result
          in valuations of portfolio securities which are either somewhat higher
          or lower than the prices at which the securities  could be sold.  This
          means that during times of declining  interest rates, the yield on the
          portfolio's shares may be higher than if valuations of securities were
          made based on actual  market  prices and  estimates of market  prices.
          Accordingly,  if use of the amortized  cost method were to result in a
          lower portfolio value at a given time, a prospective investor would be
          able to obtain a  somewhat  higher  yield  than he or she would get if
          portfolio  valuation  were  based on actual  market  values.  Existing
          shareholders,  on the other hand, would receive a somewhat lower yield
          than they would otherwise receive.  The opposite would happen during a
          period of rising interest rates.

<PAGE>

SELLING SHARES
- -------------------------------------------------------------------------------

The Fund will sell any shares  presented by the shareholders  (the  subaccounts)
for sale.  The  subaccounts'  policy on when or whether to buy or sell shares is
described in the Variable Life Insurance Policy prospectus.

During an emergency  the board of directors can suspend the  computation  of net
asset value, stop accepting payments for purchase of shares, or suspend the duty
of the Fund to sell shares for more than seven days.  Such emergency  situations
would occur if:

     o    The  Exchange  closes for  reasons  other than the usual  weekend  and
          holiday closings or trading on the Exchange is restricted or

     o    Disposal of the Fund's securities is not reasonably  practicable or it
          is not reasonably practicable for the Fund to determine the fair value
          of its net assets, or

     o    The SEC,  under the  provisions of the 1940 Act,  declares a period of
          emergency to exist.

Should the Fund stop  selling  shares,  the board may make a deduction  from the
value of the assets held by the Fund to cover the cost of future liquidations of
the assets so as to distribute fairly these costs among all contract owners.

Rejection of business

The Fund reserves the right to reject any business, in its sole discretion.

CAPITAL LOSS CARRYOVER
- -------------------------------------------------------------------------------


For federal  income tax  purposes,  the Equity and Income  Portfolios  had total
capital loss carryovers of $92,078,069 and $812,251,  respectively at the end of
the most recent fiscal year, that if not offset by subsequent capital gains will
expire as follows:

Fund                           2007                   2008
- ----                           ----                   ----
Equity Portfolio            $91,910,864               $-0-
Income Portfolio                167,205               $812,251

It is unlikely that the board will authorize a distribution  of any net realized
capital gains until the available  capital loss carryover has been offset or has
expired except as required by Internal Revenue Service rules.

TAXES
- -------------------------------------------------------------------------------

The Fund may be subject  to U.S.  taxes  resulting  from  holdings  in a passive
foreign investment  company (PFIC). A foreign  corporation is a PFIC when 75% or
more of its gross income for the taxable  year is passive  income or 50% or more
of the average  value of its assets  consists  of assets  that  produce or could
produce passive income.

<PAGE>

AGREEMENTS
- -------------------------------------------------------------------------------

Investment Management and Services Agreement

The  Funds do not  maintain  their own  research  department  or  record-keeping
services.  These are provided by the Advisor under the Investment Management and
Services Agreement.

For its services, the Advisor is paid a fee based on the net assets of the Fund.
The asset charge is based on the  aggregate  average daily net assets of each of
the Funds at the following rates:

         0.70%, on an annual basis,  for Equity;
         0.70%, on an annual basis, for Equity Income;
         0.70%, on an annual basis,  for Government  Securities;
         0.70%, on an annual basis,  for Income;
         0.95%, on an annual basis, for International  Equity;
         0.70%,  on an annual  basis,  for Managed;  and
         0.50%, on an annual basis, for Money Market

The management  fee is paid monthly.  The total amount paid for fiscal year 1999
was $6,157,181  for Equity,  $116,139 for  Government  Securities,  $630,775 for
Income,  $2,302,001  for  International  Equity,  $4,211,867  for  Managed,  and
$187,130  for Money  Market.  The total  amount  paid for  fiscal  year 1998 was
$5,369,342 for Equity, $98,674 for Government  Securities,  $520,492 for Income,
$1,616,804 for International  Equity,  $3,495,488 for Managed,  and $156,403 for
Money  Market.  The total  amount paid for fiscal year 1997 was  $3,629,237  for
Equity,  $91,353 for Government  Securities,  $430,476 for Income,  $862,518 for
International Equity, $2,555,556 for Managed and $98,580 for Money Market.

All nonadvisory  expenses incurred by each Fund will be paid at an annual charge
not to exceed 0.10% of the aggregate  average daily net assets of the respective
Fund. The voluntary  limitation of 0.10% has been  established by the Advisor at
that figure and the Advisor  reserves  the right to  discontinue  the  voluntary
limitation.


Investment Advisory Agreement

The Advisor and AEFC have an  Investment  Advisory  Agreement.  It calls for the
Advisor to pay AEFC a fee for investment  advice.  AEFC also executes  purchases
and sales and negotiates  brokerage as directed by the Advisor.  The fee paid by
the Advisor is 0.25% of the average net assets for the year of all Funds, except
for International  Equity. The fee paid by the Advisor is 0.35% of International
Equity's average net assets.

The Advisor paid AEFC  $4,911,181  for  investment  advice for fiscal year 1999,
$4,060,601 for fiscal year 1998, and $2,761,994 for fiscal year 1997.

Information  concerning  other funds advised by the Advisor or AEFC is contained
in the prospectus.

<PAGE>

Custodian Agreement

The Fund's securities and cash are held by American Express Trust Company,  1200
Northstar Center West, 625 Marquette Ave., Minneapolis, MN 55402-2307, through a
custodian  agreement.  The  custodian is permitted to deposit some or all of its
securities  in central  depository  systems as allowed by federal  law.  For its
services,  the Fund pays the  custodian  a  maintenance  charge and a charge per
transaction in addition to reimbursing the custodian's out-of-pocket expenses.

The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United Stated are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

ORGANIZATIONAL INFORMATION
- -------------------------------------------------------------------------------

The Fund is an open-end management investment company. The Fund headquarters are
at IDS Tower 10, Minneapolis, MN 55440-0010.

SHARES

The Fund is owned by the subaccounts,  its shareholders.  The shares of the Fund
represent an interest in that fund's  assets only (and profits or losses),  and,
in the event of  liquidation,  each share of the Fund would have the same rights
to dividends and assets as every other share of that Fund.

VOTING RIGHTS

For a  discussion  of the rights of  contract  owners  concerning  the voting of
shares held by the subaccounts,  please see your policy  prospectus.  All shares
have voting rights over the Fund's  management and  fundamental  policies.  Each
share is entitled to one vote for each share owned.  Each class,  if applicable,
has  exclusive  voting rights with respect to matters for which  separate  class
voting is appropriate  under  applicable law. All shares have cumulative  voting
rights  with  respect  to  the  election  of  board  members.  This  means  that
shareholders  have as many  votes  as the  number  of  shares  owned,  including
fractional shares, multiplied by the number of members to be elected.

Dividend Rights

Dividends  paid by the Fund,  if any,  with respect to each class of shares,  if
applicable, will be calculated in the same manner, at the same time, on the same
day,  and will be in the same  amount,  except for  differences  resulting  from
differences in fee structures.

<PAGE>

FUND HISTORY TABLE FOR FUNDS MANAGED BY IDS LIFE
<TABLE>
<CAPTION>

<S>                                 <C>           <C>          <C>             <C>         <C>
                                      Date of       Form of      State of       Fiscal     Diversified
                                    Organization  Organization Organization    Year End
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio -Income        4/27/81,    Corporation     NV/MN          8/31
Series, Inc.                          6/13/86*
   AXP Variable Portfolio - Bond                                                               Yes
   Fund
   AXP Variable Portfolio -Extra                                                               Yes
   Income Fund
   AXP Variable Portfolio -Global                                                               No
   Bond Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio -              4/27/81,    Corporation     NV/MN          8/31
Investment Series, Inc.               6/13/86*
   AXP Variable Portfolio -                                                                    Yes
   Capital Resource Fund
   AXP Variable Portfolio -                                                                    Yes
   International Fund
   AXP Variable Portfolio - New                                                                Yes
   Dimensions Fund
   AXP Variable Portfolio -                                                                    Yes
   Strategy Aggressive Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio - Managed       3/5/85     Corporation       MN           8/31          Yes
Series, Inc.
   AXP Variable Portfolio -                                                                    Yes
   Managed Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
AXP Variable Portfolio -Money         4/27/81,    Corporation     NV/MN          8/31          Yes
Market Series, Inc.                   6/13/86*
   AXP Variable Portfolio - Cash                                                               Yes
   Management Fund
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
- ----------------------------------- ------------- ------------ ------------- ------------- -------------
IDS Life Series Fund, Inc.             5/8/85     Corporation       MN           4/30
   Equity Income Portfolio                                                                     yes
   Equity Portfolio                                                                            yes
   Government Securities                                                                       yes
   Portfolio
   Income Portfolio                                                                            yes
   International Equity Portfolio                                                              yes
   Managed Portfolio                                                                           yes
   Money Market Portfolio                                                                      yes

* Date merged into a Minnesota corporation.
</TABLE>

BOARD MEMBERS AND OFFICERS
- -------------------------------------------------------------------------------

The Fund has a board that  oversees the Fund's  operations.  The board  appoints
officers who are responsible for day-to-day business decisions based on policies
set by the board.

The following is a list of the Fund's board members.

James M. Jensen*
Born in 1955
IDS Tower 10
Minneapolis, MN

Vice  President -  Insurance  Product  Development  and  Management,  AEFC since
January 1996. Director - Insurance Actuarial Product Development, AEFC from 1992
to 1995. Vice President - Insurance Product Development,  IDS Life since January
1996.

<PAGE>

Richard W. Kling*
Born in 1940
IDS Tower 10
Minneapolis, MN

President,  IDS Life Series Fund, Inc.  President and Chairman of the Board, IDS
Life Variable Annuity Funds A&B.  President and Director,  IDS Life. Senior Vice
President - Products and Director, AEFC. Director, IDS Certificate Company.

Rodney P. Burwell
Born in 1939
Xerxes Corporation
7901 Xerxes Ave. S.
Minneapolis, MN

Chairman,  Xerxes Corporation  (fiberglass  storage tanks).  Director,  Fairview
Corporation, Strategist Funds, IDS Certificate Company.

Jean B. Keffeler
Born in 1945
3424 Zenith Ave. S.
Minneapolis, MN

Independent   management  consultant.   Director,   National  Computer  Systems,
Strategist Funds, IDS Certificate Company.

Thomas R. McBurney
Born in 1938
McBurney Management Advisors
1700 Foshay Tower
821 Marquette Ave.
Minneapolis, MN

President,  McBurney  Management  Advisors.  Director,  The Valspar  Corporation
(paints),  Wenger Corporation,  Allina,  Space Center  Enterprises,  Greenspring
Corporation, Strategist Funds, IDS Certificate Company.

*Interested  person  of the  Advisor  and of the  Fund as the  term  "interested
person" is defined in the 1940 Act.

The board also has appointed  officers who are  responsible  for the  day-to-day
business decisions based on policies it has established.

In addition to Mr. Kling, who is the President, the Fund's other officers are:

Lorraine R. Hart
Born in 1951
IDS Tower 10
Minneapolis, MN
Vice President - Investments

Vice President--Insurance  Investments,  AEFC. Vice President--Investments,  IDS
Life.

<PAGE>

Jeffrey S. Horton
Born in1961
IDS Tower 10
Minneapolis, MN
Vice President and Treasurer

Vice President and Corporate Treasurer,  AEFC. Vice President and Treasurer, IDS
Life.

Paul F. Kolkman
Born in 1946
IDS Tower 10
Minneapolis, MN
Vice President and Actuary

Director and Executive  Vice  President,  IDS Life.  Vice  President - Actuarial
Finance, AEFC.

Timothy S. Meehan
Born in 1957
IDS Tower 10
Minneapolis, MN
Secretary

Vice President, Group Counsel and Secretary, AEFC.

William A. Stoltzmann
Born in 1948
IDS Tower 10
Minneapolis, MN
General Counsel and Assistant Secretary

Vice President and Assistant  General  Counsel,  AEFC. Vice  President,  General
Counsel and Secretary, IDS Life.

Philip C. Wentzel
Born in 1961
IDS Tower 10
Minneapolis, MN
Controller

Vice President - Finance,  Risk  Management  Products,  AEFC. Vice President and
Controller, IDS Life.

<PAGE>

COMPENSATION FOR BOARD MEMBERS
- -------------------------------------------------------------------------------

The board  members  were  elected on June 16, 1999 and,  therefore,  received no
compensation during the most recent fiscal year.

As of 30 days  prior to the date of this  SAI,  the  Fund's  board  members  and
officers as a group owned less than 1% of the Fund's outstanding shares.

INDEPENDENT AUDITORS
- -------------------------------------------------------------------------------

The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent auditors,  KPMG Peat Marwick LLP, 4200 Norwest Center, 90 S. Seventh
St.,  Minneapolis,  MN 55402-3900.  The independent  auditors also provide other
accounting and tax-related services as requested by the Fund.


<PAGE>


                                    APPENDIX

                             DESCRIPTION OF RATINGS


                         Standard & Poor's Debt Ratings
A Standard & Poor's  corporate or municipal debt rating is a current  assessment
of the  creditworthiness  of an obligor with  respect to a specific  obligation.
This  assessment  may  take  into  consideration  obligors  such as  guarantors,
insurers, or lessees.

The debt rating is not a recommendation  to purchase,  sell, or hold a security,
inasmuch  as it does  not  comment  as to  market  price  or  suitability  for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by S&P from other sources it considers  reliable.  S&P does not perform an audit
in connection with any rating and may, on occasion,  rely on unaudited financial
information.  The ratings may be changed, suspended, or withdrawn as a result of
changes  in,  or   unavailability   of  such   information  or  based  on  other
circumstances.

The ratings are based, in varying degrees, on the following considerations:

         o    Likelihood of default  capacity and  willingness of the obligor as
              to the timely  payment of interest  and  repayment of principal in
              accordance with the terms of the obligation.

         o    Nature of and provisions of the obligation.

         o    Protection  afforded by, and relative  position of, the obligation
              in the event of bankruptcy,  reorganization,  or other arrangement
              under the laws of bankruptcy and other laws  affecting  creditors'
              rights.

Investment Grade

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to
pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in a small degree.

Debt rated A has a strong capacity to pay interest and repay principal, although
it  is  somewhat  more   susceptible  to  the  adverse  effects  of  changes  in
circumstances and economic conditions than debt in higher-rated categories.

Debt rated BBB is regarded as having an adequate  capacity to pay  interest  and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than in higher-rated categories.

Speculative grade

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates  the least degree of  speculation  and C the highest.  While such debt
will  likely  have  some  quality  and  protective  characteristics,  these  are
outweighed by large uncertainties or major exposures to adverse conditions.

<PAGE>

Debt rated BB has less near-term vulnerability to default than other speculative
issues.  However,  it faces major ongoing  uncertainties  or exposure to adverse
business,  financial,  or  economic  conditions  that could  lead to  inadequate
capacity to meet timely interest and principal payments.  The BB rating category
also is used for debt  subordinated to senior debt that is assigned an actual or
implied BBB- rating.

Debt  rated B has a greater  vulnerability  to  default  but  currently  has the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay  principal.  The B rating  category also is used for debt
subordinated  to senior  debt that is  assigned  an actual or  implied BB or BB-
rating.

Debt rated CCC has a  currently  identifiable  vulnerability  to default  and is
dependent upon favorable  business,  financial,  and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial,  or  economic  conditions,  it is not  likely  to have the
capacity to pay interest and repay  principal.  The CCC rating  category also is
used for debt  subordinated to senior debt that is assigned an actual or implied
B or B- rating.

Debt rated CC typically is applied to debt  subordinated  to senior debt that is
assigned an actual or implied CCC rating.

Debt rated C typically  is applied to debt  subordinated  to senior debt that is
assigned an actual or implied  CCC  rating.  The C rating may be used to cover a
situation where a bankruptcy  petition has been filed, but debt service payments
are continued.

The rating CI is reserved for income bonds on which no interest is being paid.

Debt rated D is in payment default.  The D rating category is used when interest
payments  or  principal  payments  are not  made on the  date  due,  even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace  period.  The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.


                         Moody's Long-Term Debt Ratings

Aaa - Bonds that are rated Aaa are judged to be of the best quality.  They carry
the smallest  degree of investment  risk.  Interest  payments are protected by a
large or by an  exceptionally  stable margin and principal is secure.  While the
various  protective  elements  are  likely to  change,  such  changes  as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds that are rated Aa are judged to be of high quality by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater amplitude or there may be other elements present that make the
long-term risk appear somewhat larger than in Aaa securities.

A - Bonds that are rated A possess many favorable investment  attributes and are
to be considered as upper-medium grade  obligations.  Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment some time in the future.

Baa - Bonds that are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly  protected nor poorly  secured).  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

<PAGE>

Ba - Bonds  that are  rated Ba are  judged to have  speculative  elements--their
future cannot be considered as  well-assured.  Often the  protection of interest
and principal  payments may be very moderate,  and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B - Bonds  that  are  rated B  generally  lack  characteristics  of a  desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any long period of time may be small.

Caa - Bonds  that are  rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent  obligations  that are  speculative  in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest  rated  class of bonds,  and issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment standing.


                   Fitch Investors Service, Inc. Bond Ratings

Fitch  investment  grade bond and  preferred  stock  ratings  provide a guide to
investors in determining the credit risk associated with a particular  security.
The ratings  represent  Fitch's  assessment of the issuer's  ability to meet the
obligations of a specific debt or preferred issue in a timely manner.

The  rating  takes  into  consideration  special  features  of  the  issue,  its
relationship  to other  obligations of the issuer,  the current and  prospective
financial  condition and operating  performance of the issuer and any guarantor,
as well as the economic and political environment that might affect the issuer's
future financial strength and credit quality.

Fitch  ratings do not  reflect  any credit  enhancement  that may be provided by
insurance policies or financial guaranties unless otherwise indicated.

Bonds and  preferred  stock  carrying  the same  rating are of  similar  but not
necessarily  identical  credit quality since the rating  categories do not fully
reflect small differences in the degrees of credit risk.

Fitch  ratings  are not  recommendations  to buy,  sell,  or hold any  security.
Ratings do not comment on the adequacy of market price,  the  suitability of any
security for a particular  investor,  or the tax-exempt  nature or taxability of
payments made in respect of any security.

Fitch ratings are based on information  obtained from issuers,  other  obligors,
underwriters,  their  experts,  and other sources Fitch believes to be reliable.
Fitch  does not  audit or  verify  the truth or  accuracy  of such  information.
Ratings may be changed,  suspended,  or  withdrawn as a result of changes in, or
the unavailability of, information or for other reasons.

         AAA      Bonds and preferred  stock  considered to be investment  grade
                  and  of  the  highest  credit  quality.  The  obligor  has  an
                  exceptionally  strong ability to pay interest and/or dividends
                  and repay  principal,  which is  unlikely  to be  affected  by
                  reasonably foreseeable events.

         AA       Bonds and preferred  stock  considered to be investment  grade
                  and of very high credit quality.  The obligor's ability to pay
                  interest and/or  dividends and repay principal is very strong,
                  although not quite as strong as bonds rated AAA.

<PAGE>

         A        Bonds and preferred  stock  considered to be investment  grade
                  and of high  credit  quality.  The  obligor's  ability  to pay
                  interest and/or dividends and repay principal is considered to
                  be strong,  but may be more  vulnerable to adverse  changes in
                  economic  conditions and circumstances  than debt or preferred
                  securities with higher ratings.

         BBB      Bonds and preferred  stock  considered to be investment  grade
                  and of satisfactory  credit quality.  The obligor's ability to
                  pay interest or dividends and repay principal is considered to
                  be  adequate.  Adverse  changes  in  economic  conditions  and
                  circumstances, however, are more likely to have adverse impact
                  on these securities and, therefore, impair timely payment. The
                  likelihood  that the ratings of these bonds or preferred stock
                  will fall below investment grade is higher than for securities
                  with higher ratings.

Fitch  speculative  grade bond or  preferred  stock  ratings  provide a guide to
investors in determining the credit risk associated with a particular  security.
The ratings (BB to C) represent  Fitch's  assessment of the likelihood of timely
payment of principal and interest or dividends in  accordance  with the terms of
obligation for issues not in default.  For defaulted  bonds or preferred  stock,
the rating (DDD to D) is an  assessment of the ultimate  recovery  value through
reorganization or liquidation.

The  rating  takes  into  consideration  special  features  of  the  issue,  its
relationship  to other  obligations of the issuer or possible  recovery value in
bankruptcy,  the current  and  prospective  financial  condition  and  operating
performance  of the  issuer  and any  guarantor,  as well  as the  economic  and
political environment that might affect the issuer's future financial strength.

Bonds or  preferred  stock  that have the same  rating  are of  similar  but not
necessarily  identical credit quality since the rating  categories  cannot fully
reflect the differences in the degrees of credit risk.

         BB       Bonds or  preferred  stock  are  considered  speculative.  The
                  obligor's  ability  to pay  interest  or  dividends  and repay
                  principal  may be  affected  over  time  by  adverse  economic
                  changes.  However,  business and financial alternatives can be
                  identified,  which could assist the obligor in satisfying  its
                  debt service requirements.

         B        Bonds or preferred  stock are considered  highly  speculative.
                  While bonds in this class are  currently  meeting debt service
                  requirements or paying dividends, the probability of continued
                  timely   payment  of  principal  and  interest   reflects  the
                  obligor's limited margin of safety and the need for reasonable
                  business  and  economic  activity  throughout  the life of the
                  issue.

         CCC      Bonds   or   preferred   stock   have   certain   identifiable
                  characteristics that if not remedied, may lead to default. The
                  ability to meet obligations requires an advantageous  business
                  and economic environment.

         CC       Bonds or preferred stock are minimally  protected.  Default in
                  payment of interest and/or principal seems probable over time.

         C        Bonds are in  imminent  default  in  payment  of  interest  or
                  principal  or  suspension  of  preferred  stock  dividends  is
                  imminent.

<PAGE>

         DDD,
         DD,
         and D    Bonds are in default on interest and/or  principal  payments
                  or preferred  stock  dividends are suspended.  Such securities
                  are extremely speculative and should be valued on the basis of
                  their ultimate recovery value in liquidation or reorganization
                  of the  obligor.  DDD  represents  the highest  potential  for
                  recovery  of these  securities  and D  represents  the  lowest
                  potential for recovery.


                   Duff & Phelps, Inc. Long-Term Debt Ratings

These ratings represent a summary opinion of the issuer's long-term  fundamental
quality.  Rating  determination is based on qualitative and quantitative factors
that may vary according to the basic economic and financial  characteristics  of
each industry and each issuer.  Important  considerations  are  vulnerability to
economic  cycles  as well as  risks  related  to such  factors  as  competition,
government action, regulation,  technological obsolescence,  demand shifts, cost
structure,  and management depth and expertise.  The projected  viability of the
obligor at the trough of the cycle is a critical determination.

Each rating also takes into account the legal form of the security  (e.g.  first
mortgage bonds,  subordinated debt, preferred stock, etc.). The extent of rating
dispersion  among the various  classes of  securities  is  determined by several
factors including  relative  weightings of the different security classes in the
capital structure,  the overall credit strength of the issuer, and the nature of
covenant  protection.  Review of  indenture  restrictions  is  important  to the
analysis of a company's operating and financial constraints.

The Credit Rating Committee  formally reviews all ratings once per quarter (more
frequently, if necessary). Ratings of BBB- and higher fall within the definition
of investment  grade  securities,  as defined by bank and insurance  supervisory
authorities.  Structured finance issues, including real estate, asset-backed and
mortgage-backed  financings,  use this same rating scale with minor modification
in the  definitions.  Thus,  an  investor  can  compare  the  credit  quality of
investment  alternatives  across  industries and structural  types. A "Cash Flow
Rating" (as noted for specific ratings)  addresses the likelihood that aggregate
principal and interest  will equal or exceed the rated amount under  appropriate
stress conditions.


 Rating Scale               Definition
 -------------------------- ---------------------------------------------------

 AAA                        Highest  credit   quality.   The  risk  factors  are
                            negligible,   being  only  slightly  more  than  for
                            risk-free U.S. Treasury debt.
 -------------------------- ---------------------------------------------------

 AA+                        High credit quality. Protection factors are strong.
 AA                         Risk is modest, but may vary slightly from time to
 AA-                        time because of economic conditions.

 -------------------------- ---------------------------------------------------

 A+                         Protection factors are average but adequate.
 A                          However, risk factors are more variable and greater
 A-                         in periods of economic stress.

 -------------------------- ---------------------------------------------------

 BBB+                       Below-average  protection  factors but still
 BBB                        considered  sufficient  for prudent  investment.
 BBB-                       Considerable  variability  in risk  during  economic
                            cycles.

<PAGE>

 -------------------------- ---------------------------------------------------

 BB+                       Below  investment grade but  deemed  likely  to  meet
 BB                        obligations   when  due.   Present  or  prospective
 BB-                       financial protection factors  fluctuate  according to
                           industry   conditions or company  fortunes.  Overall
                           quality  may move up or down frequently within this
                           category.

 -------------------------- ---------------------------------------------------

 B+                      Below investment grade and possessing risk that
 B                       obligations will not be met when due. Financial
 B-                      protection factors will fluctuate  widely  according to
                         economic  cycles, industry conditions, and/or company
                         fortunes. Potential exists for frequent  changes in the
                         rating  within this category or into a higher or lower
                         rating grade.

 -------------------------- ---------------------------------------------------

 CCC                     Well below investment grade securities. Considerable
                         uncertainty   exists   as  to  timely   payment   of
                         principal,   interest,   or   preferred   dividends.
                         Protection  factors  are  narrow  and  risk  can  be
                         substantial   with   unfavorable   economic/industry
                         conditions,   and  or   with   unfavorable   company
                         developments.
 -------------------------- ---------------------------------------------------

 DD                       Defaulted  debt  obligations.  Issuer failed to meet
                          scheduled principal and/or interest payments.

 DP                       Preferred stock with dividend arrearages.
 -------------------------- ---------------------------------------------------


                           IBCA Long-Term Debt Ratings

AAA      Obligations  for which there is the lowest  expectation  of  investment
         risk.  Capacity  for timely  repayment  of  principal  and  interest is
         substantial,  such that  adverse  changes  in  business,  economic,  or
         financial   conditions  are  unlikely  to  increase   investment   risk
         substantially.

AA       Obligations  for which there is a very low  expectation  of  investment
         risk.  Capacity  for timely  repayment  of  principal  and  interest is
         substantial.  Adverse  changes  in  business,  economic,  or  financial
         conditions may increase investment risk, albeit not very significantly.

A        Obligations  for which there is a low  expectation of investment  risk.
         Capacity  for timely  repayment  of  principal  and interest is strong,
         although adverse changes in business, economic, or financial conditions
         may lead to increased investment risk.

BBB      Obligations   for  which  there  is  currently  a  low  expectation  of
         investment  risk.  Capacity  for  timely  repayment  of  principal  and
         interest is adequate,  although adverse changes in business,  economic,
         or financial conditions are more likely to lead to increased investment
         risk than for obligations in other categories.

BB       Obligations  for  which  there  is a  possibility  of  investment  risk
         developing.  Capacity for timely  repayment  of principal  and interest
         exists,  but is susceptible  over time to adverse  changes in business,
         economic, or financial conditions.

B        Obligations  for which  investment  risk  exists.  Timely  repayment of
         principal and interest is not  sufficiently  protected  against adverse
         changes in business, economic, or financial conditions.

CCC      Obligations  for which  there is a  current  perceived  possibility  of
         default.  Timely  repayment of  principal  and interest is dependent on
         favorable business, economic, or financial conditions.

<PAGE>

CC Obligations that are highly speculative or that have a high risk of default.

C Obligations that are currently in default.

Notes:  "+" or "-" may be  appended  to a rating  below AAA to  denote  relative
status  within  major  rating  categories.  Ratings of BB and below are assigned
where it is considered that speculative characteristics are present.


                    Thomson Bank Watch Long-Term Debt Ratings

Investment Grade

AAA (LC-AAA)          Indicates that the ability to repay principal and interest
                      on a timely basis is extremely high.

AA                    (LC-AA) Indicates a very strong ability to repay principal
                      and interest on a timely basis,  with limited  incremental
                      risk compared to issues rated in the highest category.

A                     (LC-A)  Indicates  the  ability  to  repay  principal  and
                      interest  is  strong.   Issues   rated  A  could  be  more
                      vulnerable  to adverse  developments  (both  internal  and
                      external) than obligations with higher ratings.

BBB                   (LC-BBB) The lowest investment-grade  category:  indicates
                      an  acceptable  capacity to repay  principal and interest.
                      BBB issues  are more  vulnerable  to adverse  developments
                      (both internal and external) than  obligations with higher
                      ratings.

Non-Investment  Grade - may be speculative in the likelihood of timely repayment
of principal and interest.

BB                    (LC-BB) While not investment grade, the BB rating suggests
                      that the likelihood of default is  considerably  less than
                      for  lower-rated  issues.  However,  there are significant
                      uncertainties  that could affect the ability to adequately
                      service debt obligations.

B                     (LC-B)  Issues rated B show higher  degree of  uncertainty
                      and   therefore   greater   likelihood   of  default  than
                      higher-rated issues. Adverse developments could negatively
                      affect the payment of interest  and  principal on a timely
                      basis.

CCC                   (LC-CCC)  Issues rated CCC clearly have a high  likelihood
                      of  default,  with  little  capacity  to  address  further
                      adverse changes in financial circumstances.

CC (LC-CC)            CC is applied to issues that are subordinate to other
                      obligations rated CCC and are afforded less protection in
                      the event of bankruptcy or reorganization.

D (LC-D) Default.

<PAGE>

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

A Standard  & Poor's  commercial  paper  rating is a current  assessment  of the
likelihood  of timely  payment of debt  considered  short-term  in the  relevant
market.

Ratings are graded into  several  categories,  ranging  from A-1 for the highest
quality obligations to D for the lowest. These categories are as follows:

         A-1      This  highest  category  indicates  that the  degree of safety
                  regarding timely payment is strong. Those issues determined to
                  possess  extremely strong safety  characteristics  are denoted
                  with a plus sign (+) designation.

         A-2      Capacity for timely payment on issues with this designation is
                  satisfactory. However, the relative degree of safety is not as
                  high as for issues designated A-1.

         A-3      Issues carrying this  designation  have adequate  capacity for
                  timely  payment.  They are,  however,  more  vulnerable to the
                  adverse effects of changes in  circumstances  than obligations
                  carrying the higher designations.

         B        Issues are  regarded as having only  speculative  capacity for
                  timely payment.

         C        This rating is assigned to short-term debt  obligations with
                  doubtful capacity for payment.

         D        Debt rated D is in payment  default.  The D rating category is
                  used when interest payments or principal payments are not made
                  on the date due, even if the  applicable  grace period has not
                  expired,  unless S&P believes  that such payments will be made
                  during such grace period.


                                    Standard & Poor's Note Ratings

An S&P note rating reflects the liquidity factors and market-access risks unique
to notes.  Notes  maturing  in three  years or less will  likely  receive a note
rating.  Notes maturing  beyond three years will most likely receive a long-term
debt rating.

Note rating symbols and definitions are as follows:

         SP-1     Strong   capacity  to  pay  principal  and  interest.   Issues
                  determined to possess very strong  characteristics are given a
                  plus (+) designation.

         SP-2     Satisfactory capacity to pay principal and interest, with some
                  vulnerability  to adverse  financial and economic changes over
                  the term of the notes.

         SP-3     Speculative capacity to pay principal and interest.


<PAGE>

                           Moody's Short-Term Ratings

Moody's  short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations.  These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

         Issuers  rated  Prime-l (or  supporting  institutions)  have a superior
         ability for repayment of senior  short-term debt  obligations.  Prime-l
         repayment  ability  will often be  evidenced  by many of the  following
         characteristics:  (i)  leading  market  positions  in  well-established
         industries,  (ii)  high  rates  of  return  on  funds  employed,  (iii)
         conservative  capitalization  structure with moderate  reliance on debt
         and ample asset protection,  (iv) broad margins in earnings coverage of
         fixed financial charges and high internal cash generation, and (v) well
         established  access to a range of financial markets and assured sources
         of alternate liquidity.

         Issuers  rated  Prime-2  (or  supporting  institutions)  have a  strong
         ability for repayment of senior short-term debt obligations.  This will
         normally be evidenced by many of the  characteristics  cited above, but
         to a lesser degree.  Earnings trends and coverage ratios,  while sound,
         may be more subject to variation. Capitalization characteristics, while
         still appropriate,  may be more affected by external conditions.  Ample
         alternate liquidity is maintained.

         Issuers rated Prime-3 (or supporting  institutions)  have an acceptable
         ability for repayment of senior short-term  obligations.  The effect of
         industry   characteristics   and  market   compositions   may  be  more
         pronounced.  Variability  in earnings and  profitability  may result in
         changes in the level of debt  protection  measurements  and may require
         relatively high financial  leverage.  Adequate  alternate  liquidity is
         maintained.

         Issuers  rated Not  Prime do not fall  within  any of the Prime  rating
         categories.


                Fitch Investors Service, Inc. Short-Term Ratings

Fitch's  short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit,  medium-term notes, and municipal and investment
notes.

The  short-term  rating places greater  emphasis than a long-term  rating on the
existence of liquidity  necessary to meet the issuer's  obligations  in a timely
manner.

           F-1+   Exceptionally  Strong  Credit  Quality.  Issues  assigned this
                  rating  are  regarded  as  having  the  strongest   degree  of
                  assurance for timely payment.

           F-1    Very  Strong  Credit  Quality.  Issues  assigned  this  rating
                  reflect an assurance of timely  payment only  slightly less in
                  degree than issues rated F.

           F-2    Good  Credit  Quality.  Issues  assigned  this  rating  have a
                  satisfactory  degree of assurance  for timely  payment but the
                  margin of safety is not as great as for issues  assigned  F-1+
                  and F-1 ratings.

           F-3    Fair  Credit   Quality.   Issues  assigned  this  rating  have
                  characteristics  suggesting  that the degree of assurance  for
                  timely payment is adequate; however, near-term adverse changes
                  could cause  these  securities  to be rated  below  investment
                  grade.


<PAGE>



           F-S    Weak  Credit   Quality.   Issues  assigned  this  rating  have
                  characteristics  suggesting a minimal  degree of assurance for
                  timely payment and are vulnerable to near-term adverse changes
                  in financial and economic conditions.

           D      Default  Issues  assigned  this  rating  are in actual or
                  imminent payment default.

           LOC    The symbol LOC indicates  that the rating is based on a letter
                  of credit issued by a commercial bank.


                   Duff & Phelps, Inc. Short-Term Debt Ratings

Duff & Phelps'  short-term  ratings are consistent with the rating criteria used
by  money  market  participants.  The  ratings  apply  to all  obligations  with
maturities of under one year,  including commercial paper, the uninsured portion
of  certificates  of deposit,  unsecured  bank  loans,  master  notes,  banker's
acceptances,  irrevocable letters of credit, and current maturities of long-term
debt.
Asset-backed commercial paper also is rated according to this scale.

Emphasis  is  placed  on  liquidity,  which is  defined  as not only  cash  from
operations  but also  access to  alternative  sources of funds  including  trade
credit, bank lines, and the capital markets.  An important  consideration is the
level of an obligor's reliance on short-term funds on an ongoing basis.


         Rating Scale:      Definition

                            High Grade


         D-1+                Highest  certainty  of timely  payment.  Short-term
                             liquidity, including internal operating factors and
                             or  access to  alternative  sources  of  funds,  is
                             outstanding,  and  safety is just  below  risk-free
                             U.S. Treasury short-term obligations.

         D-1                 Very high  certainty of timely  payment.  Liquidity
                             factors  are   excellent   and  supported  by  good
                             fundamental  protection  factors.  Risk factors are
                             minor.

         D-1-                High certainty of timely payment. Liquidity factors
                             are  strong  and  supported  by  good   fundamental
                             protection factors. Risk factors are very small.

                             Good Grade

         D-2                 Good certainty of timely payment. Liquidity factors
                             and  company   fundamentals  are  sound.   Although
                             ongoing  funding needs may enlarge total  financing
                             requirements,  access to  capital  markets is good.
                             Risk factors are small.

                             Satisfactory Grade

         D-3                 Satisfactory liquidity and other protection factors
                             qualify issues as to investment grade. Risk factors
                             are larger and subject to more variation.
                             Nevertheless, timely payment is expected.

<PAGE>

                             Non-Investment Grade

         D-4                 Speculative investment  characteristics.  Liquidity
                             is not sufficient to insure  against  disruption in
                             debt service.  Operating  factors and market access
                             may be subject to a high degree of variation.

                             Default

         D-5                 Issuer failed to meet scheduled principal and/or
                             interest payments.


                   Thomson BankWatch (TBW) Short-Term Ratings

The TBW  Short-Term  Ratings apply,  unless  otherwise  noted,  to specific debt
instruments  of the rated  entities  with a  maturity  of one year or less.  TBW
Short-Term  Ratings  are  intended  to assess  the  likelihood  of  untimely  or
incomplete payments of principal or interest.

         TBW-1       The highest category; indicates a very high likelihood that
                     principal and interest will be paid on a timely basis.

         TBW-2        The second  highest  category;  while the degree of safety
                      regarding  timely  repayment of principal  and interest is
                      strong,  the  relative  degree of safety is not as high as
                      for issues rated TBW- I.

         TBW-3        The lowest investment-grade category; indicates that while
                      the obligation is more susceptible to adverse developments
                      (both  internal  and  external)  than  those  with  higher
                      ratings, the capacity to service principal and interest in
                      a timely fashion is considered adequate.

         TBW-4        The lowest rating category; this rating is regarded as
                      non-investment grade and therefore speculative.


                             IBCA Short-Term Ratings

IBCA  Short-Term  Ratings  assess  the  borrowing  characteristics  of banks and
corporations,  and the capacity for timely  repayment of debt  obligations.  The
Short-Term Ratings relate to debt that has a maturity of less than one year.

         A1       Obligations  supported  by the  highest  capacity  for  timely
                  repayment.  Where issues possess a particularly  strong credit
                  feature, a rating of A1+ is assigned.

         A2       Obligations supported by a good capacity for timely repayment.

         A3       Obligations   supported  by  a  satisfactory  capacity  for
                  timely repayment.

         B        Obligations  for which there is an  uncertainty as to the
                  capacity to ensure timely repayment.

         C        Obligations  for which  there is a high risk of default or
                  which are currently in default.

<PAGE>


                                 Moody's & S&P's
                         Short-Term Muni Bonds and Notes

Short-term  municipal  bonds  and notes are  rated by  Moody's  and by S&P.  The
ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's  MIG  1/VMIG 1  indicates  the best  quality.  There is  present  strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

Moody's MIG 2/VMIG 2 indicates  high quality.  Margins of  protection  are ample
although not so large as in the preceding group.

Moody's MIG 3/VMIG 3 indicates  favorable  quality.  All  security  elements are
accounted  for but there is lacking the  undeniable  strength  of the  preceding
grades.  Liquidity and cash flow  protection may be narrow and market access for
refinancing is likely to be less well established.

Moody' s MIG 4/VMIG 4 indicates adequate quality.  Protection  commonly regarded
as required of an investment  security is present and although not distinctly or
predominantly speculative, there is specific risk.

Standard & Poor's rating SP-1  indicates  very strong or strong  capacity to pay
principal and interest.  Those issues determined to possess  overwhelming safety
characteristics will be given a plus (+) designation.

Standard & Poor's rating SP-2 indicates  satisfactory  capacity to pay principal
and interest.

Standard & Poor's rating SP-3  indicates  speculative  capacity to pay principal
and interest.

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
IDS LIFE SERIES FUND, INC.

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments in securities, of the Equity, Income, Money Market,
Managed,  Government  Securities and International Equity Portfolios of IDS Life
Series Fund, Inc. as of April 30, 1999, and the related statements of operations
for the year then ended, the statements of changes in net assets for each of the
years in the two-year period ended April 30, 1999, and the financial  highlights
for each of the years in the  five-year  period  ended  April 30,  1999 (for the
four-year  period ended April 30, 1999 and for the period from October 28, 1994,
commencement  of  operations,  to April 30,  1995 for the  International  Equity
Portfolio.)  These  financial  statements  and the financial  highlights are the
responsibility of fund management.  Our  responsibility is to express an opinion
on these financial statements and the financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Investment  securities  held in custody are  confirmed to us by the
custodian. As to securities purchased and sold but not received or delivered, we
request confirmations from brokers, and where replies are not received, we carry
out other appropriate auditing procedures.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Equity, Income, Money Market,  Managed,  Government Securities and International
Equity  Portfolios  of IDS Life Series  Fund,  Inc. as of April 30, 1999 and the
results of their  operations,  changes in their net  assets,  and the  financial
highlights for the periods stated in the first  paragraph  above,  in conformity
with generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 4, 1999

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statements of assets and liabilities
IDS Life Series Fund, Inc.

                                                                                   Equity       Income           Money
                                                                                 Portfolio     Portfolio         Market
April 30, 1999                                                                                                  Portfolio

Assets
Investments in securities, at value (Note 1):
<S>                                                                           <C>              <C>             <C>
   (identified cost: $723,985,592; $96,279,852 and $45,649,448, respectively) $  995,922,538   $95,928,941     $45,649,448
Cash in bank on demand deposit                                                        70,704        36,981         124,022
Receivable for investment securities sold                                          9,428,089       693,721          25,633
Dividends and accrued interest receivable                                             42,250     1,623,737              --
Receivable for capital stock sold                                                         --       351,456          35,258
                                                                                      ------       -------          ------
Total assets                                                                   1,005,463,581    98,634,836      45,834,361
                                                                               -------------    ----------      ----------
Liabilities
Dividends payable to shareholders (Note 1)                                                --       509,685         158,350
Payable for investment securities purchased                                       10,772,592       476,423              --
Accrued investment management services fee                                           565,157        55,991          18,523
Payable for capital stock redeemed                                                   384,448            --          69,404
Other accrued expenses                                                                26,306        14,274          24,144
Options contracts written, at value
   (premium received $2,198,981 for Equity Portfolio) (Note 6)                     4,778,438            --              --
                                                                                   ---------        ------           -----
Total liabilities                                                                 16,526,941     1,056,373         270,421
                                                                                  ----------     ---------         -------
Net assets applicable to outstanding capital stock                            $  988,936,640   $97,578,463     $45,563,940
                                                                              ==============   ===========     ===========
Represented by
Capital stock-- $.001 par value (Note 1)                                      $       35,576   $     9,866     $    45,565
Additional paid-in capital                                                       811,590,010    98,879,611      45,516,269
Undistributed (excess of distributions over) net investment income                        --        23,969           3,100
Accumulated net realized gain (loss)                                             (92,046,435)     (984,072)           (994)
Unrealized appreciation (depreciation) on investments and on
   translation of assets and liabilities in foreign currencies                   269,357,489      (350,911)             --
                                                                                 -----------      --------        --------
Total-- representing net assets applicable to outstanding capital stock       $  988,936,640   $97,578,463     $45,563,940
                                                                              ==============   ===========     ===========
Shares outstanding                                                                35,575,712     9,866,496      45,565,159
                                                                                  ----------     ---------      ----------
Net asset value per share of outstanding capital stock                        $        27.80   $      9.89     $      1.00
                                                                              --------------   -----------     -----------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of assets and liabilities (continued)
IDS Life Series Fund, Inc.
                                                                                 Managed        Government     International
                                                                                Portfolio       Securities        Equity
April 30, 1999                                                                                   Portfolio       Portfolio

Assets
Investments in securities, at value (Note 1):
<S>                                                                           <C>              <C>              <C>
  (identified cost: $537,947,223; $24,125,797 and $233,523,553, respectively) $681,021,108     $24,364,582      $281,075,909
Cash in bank on demand deposit                                                      17,653          81,691            95,634
Receivable for investment securities sold                                          111,344         997,987         1,748,709
Dividends and accrued interest receivable                                        4,587,352         172,772           699,633
Unrealized appreciation on foreign currency contracts
   held, at value (Notes 1 and 4)                                                       --              --             6,602
Receivable for capital stock sold                                                3,152,415          42,255           506,009
                                                                                 ---------          ------           -------
Total assets                                                                   688,889,872      25,659,287       284,132,496
                                                                               -----------      ----------       -----------
 Liabilities
Dividends payable to shareholders (Note 1)                                       3,195,374          85,888           539,770
Payable for investment securities purchased                                        121,000       3,621,106           346,703
Accrued investment management services fee                                         397,294          12,272           217,574
Payable for capital stock redeemed                                                      --           2,434                --
Other accrued expenses                                                              22,325           2,177            27,210
                                                                                    ------           -----            ------
Total liabilities                                                                3,735,993       3,723,877         1,131,257
                                                                                 ---------       ---------         ---------
Net assets applicable to outstanding capital stock                            $685,153,879     $21,935,410      $283,001,239
                                                                              ============     ===========      ============
Represented by
Capital stock-- $.001 par value (Note 1)                                      $     34,125     $     2,165      $     14,862
Additional paid-in capital                                                     535,348,049      21,612,750       230,057,324
Undistributed (excess of distributions over) net investment income                (254,517)         (3,870)             (833)
Accumulated net realized gain (loss)                                             7,315,281          85,580         5,393,850
Unrealized appreciation (depreciation) on investments and on
   translation of assets and liabilities in foreign currencies (Note 7)        142,710,941         238,785        47,536,036
                                                                               -----------         -------        ----------
Total-- representing net assets applicable to outstanding capital stock       $685,153,879     $21,935,410      $283,001,239
                                                                              ============     ===========      ============
Shares outstanding                                                              34,124,634       2,165,452        14,862,376
                                                                                ----------       ---------        ----------
Net asset value per share of outstanding capital stock                        $      20.08     $     10.13      $      19.04
                                                                              ------------     -----------      ------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations
IDS Life Series Fund, Inc.

                                                                             Equity               Income                Money
                                                                            Portfolio            Portfolio             Market
Year ended April 30, 1999                                                                                             Portfolio

Investment income
Income:
<S>                                                                      <C>                    <C>                 <C>
Dividends                                                                $  1,448,049           $      154          $       --
Interest                                                                    2,733,760            6,666,779           1,991,128
   Less foreign taxes withheld                                                (23,258)                  --                  --
                                                                              -------               ------               -----
Total income                                                                4,158,551            6,666,933           1,991,128
                                                                            ---------            ---------           ---------
Expenses (Note 2):
Investment management and services fee                                      6,157,181              630,775             187,130
Custodian fees                                                                176,249               24,359              27,563
Audit fees                                                                     15,500               10,000               7,500
Directors fees                                                                  6,195                  617                 260
Printing and postage                                                           45,793                7,160               1,910
Other                                                                           5,895                  580                 193
                                                                                -----                  ---                 ---
Total expenses                                                              6,406,813              673,491             224,556
                                                                            ---------              -------             -------
Investment income (loss)-- net                                             (2,248,262)           5,993,442           1,766,572
                                                                           ----------            ---------           ---------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (including $5,307,404 realized loss on
      investments of affiliated issuers for Equity Portfolio) (Note 3)    (90,022,272)            (966,603)                (25)
   Foreign currency transactions                                                6,850                   (7)                 --
   Options contracts written (Note 6)                                       1,890,886                   --                  --
                                   -                                        ---------                -----               -----
Net realized gain (loss) on investments                                   (88,124,536)            (966,610)                (25)
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies      73,036,482           (1,882,801)                 --
                                                                           ----------           ----------               -----
Net gain (loss) on investments and foreign currencies                     (15,088,054)          (2,849,411)                (25)
                                                                          -----------           ----------                 ---
Net increase (decrease) in net assets resulting from operations          $(17,336,316)          $3,144,031          $1,766,547
                                                                         ============           ==========          ==========

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations (continued)
IDS Life Series Fund, Inc.
                                                                             Managed            Government        International
                                                                            Portfolio           Securities            Equity
Year ended April 30, 1999                                                                        Portfolio          Portfolio

Investment income
Income:
<S>                                                                       <C>                   <C>                <C>
Dividends                                                                 $ 2,476,757           $       --         $ 2,868,780
Interest                                                                   15,388,076              993,474           2,255,892
   Less foreign taxes withheld                                                 (2,812)                  --            (128,512)
                                                                               ------                -----            --------
Total income                                                               17,862,021              993,474           4,996,160
Expenses (Note 2):
Investment management and services fee                                      4,211,867              116,139           2,302,001
Custodian fees                                                                150,485               17,149             224,700
Audit fees                                                                     14,500                8,500              12,500
Directors fees                                                                  4,177                  114               1,667
Printing and postage                                                           41,392                2,712               2,000
Other                                                                           3,865                  150               1,447
                                                                                -----                  ---               -----
Total expenses                                                              4,426,286              144,764           2,544,315
   Less expenses voluntarily reimbursed by IDSLife                                 --              (12,034)                 --
                                                                                -----              -------               -----
Total expenses-- net                                                        4,426,286              132,730           2,544,315
                                                                            ---------              -------           ---------
Investment income (loss)-- net                                             13,435,735              860,744           2,451,845
                                                                           ----------              -------           ---------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactons (Note 3)                                            5,671,652               89,785           5,453,189
   Financial futures contracts                                              2,133,444                   --                  --
   Foreign currency transactions                                              (70,351)                  --            (147,024)
   Options contracts written (Note 6)                                           7,920                   --                  --
                                                                                -----                -----               -----
Net realized gain (loss) on investments                                     7,742,665               89,785           5,306,165
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies      44,855,676             (134,841)         13,907,417
                                                                           ----------             --------          ----------
Net gain (loss) on investments and foreign currencies                      52,598,341              (45,056)         19,213,582
                                                                           ----------              -------          ----------
Net increase (decrease) in net assets resulting from operations           $66,034,076           $  815,688         $21,665,427
                                                                          ===========           ==========         ===========

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
IDS Life Series Fund, Inc.
                                                                              Equity Portfolio                Income Portfolio
Year ended April 30,                                                        1999           1998             1999            1998
 Operations and distributions
<S>                                                                   <C>             <C>              <C>             <C>
Investment income (loss)-- net                                        $ (2,248,262)   $ (2,253,021)    $ 5,993,442     $ 4,972,299
Net realized gain (loss) on investments                                (88,124,536)    137,928,346        (966,610)        575,895
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies   73,036,482     153,419,212      (1,882,801)      1,370,727
                                                                        ----------     -----------      ----------       ---------
Net increase (decrease) in net assets resulting from operations        (17,336,316)    289,094,537       3,144,031       6,918,921
                                                                       -----------     -----------       ---------       ---------
Distributions to shareholders from:
   Net investment income                                                        --         (20,999)     (5,993,479)     (4,972,299)
   Net realized gain                                                  (139,606,605)    (25,086,345)       (589,189)       (287,088)
                                                                      ------------     -----------        --------        --------
Total distributions                                                   (139,606,605)    (25,107,344)     (6,582,668)     (5,259,387)
                                                                      ------------     -----------      ----------      ----------
Capital share transactions (Note 5)
Proceeds from sales                                                     96,248,573     108,453,258      17,071,293      14,789,401
Reinvested distributions at net asset value                            139,606,605      25,107,344       6,582,668       5,259,387
Payments for redemptions                                               (23,792,543)    (15,248,865)     (5,410,142)     (5,679,799)
                                                                       -----------     -----------      ----------      ----------
Increase (decrease) in net assets from capital share transactions      212,062,635     118,311,737      18,243,819      14,368,989
                                                                       -----------     -----------      ----------      ----------
Total increase (decrease) in net assets                                 55,119,714     382,298,930      14,805,182      16,028,523
Net assets at beginning of year                                        933,816,926     551,517,996      82,773,281      66,744,758
                                                                       -----------     -----------      ----------      ----------
Net assets at end of year                                             $988,936,640    $933,816,926     $97,578,463     $82,773,281
                                                                      ============    ============     ===========     ===========
Undistributed (excess of distributions over) net investment income    $         --    $         --     $    23,969     $    20,872
                                                                      ------------      ----------     -----------     -----------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets (continued)
IDS Life Series Fund, Inc.


                                                                          Money Market Portfolio             Managed Portfolio
Year ended April 30,                                                       1999            1998            1999             1998

Operations and distributions
<S>                                                                   <C>             <C>            <C>              <C>
Investment income (loss)-- net                                        $  1,766,572    $  1,575,961   $  13,435,735    $ 12,977,787
Net realized gain (loss) on investments                                        (25)           (159)      7,742,665      35,844,608
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies           --              --      44,855,676      66,941,764
                                                                              ----            ----      ----------      ----------
Net increase (decrease) in net assets resulting from operations          1,766,547       1,575,802      66,034,076     115,764,159
                                                                         ---------       ---------      ----------     -----------
Distributions to shareholders from:
   Net investment income                                                (1,763,472)     (1,575,961)    (13,365,384)    (12,977,741)
   Net realized gain                                                            --              --     (36,482,550)    (31,257,376)
                                                                              ----            ----     -----------     -----------
Total distributions                                                     (1,763,472)     (1,575,961)    (49,847,934)    (44,235,117)
                                                                        ----------      ----------     -----------     -----------
 Capital share transactions (Note 5)
Proceeds from sales                                                     26,717,943      19,622,034      54,815,469      64,443,186
Reinvested distributions at net asset value                              1,763,472       1,575,961      49,847,934      44,235,117
Payments for redemptions                                               (17,293,901)    (15,370,198)    (16,393,026)    (10,246,876)
                                                                       -----------     -----------     -----------     -----------
Increase (decrease) in net assets from capital share transactions       11,187,514       5,827,797      88,270,377      98,431,427
                                                                        ----------       ---------      ----------      ----------
Total increase (decrease) in net assets                                 11,190,589       5,827,638     104,456,519     169,960,469
Net assets at beginning of year                                         34,373,351      28,545,713     580,697,360     410,736,891
                                                                        ----------      ----------     -----------     -----------
Net assets at end of year                                             $ 45,563,940    $ 34,373,351   $ 685,153,879    $580,697,360
                                                                      ============    ============   =============    ============
Undistributed (excess of distributions over) net investment income    $      3,100    $         --   $    (254,517)   $    (98,258)
                                                                      ------------    ------------   -------------    ------------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets (continued)
IDS Life Series Fund, Inc.
                                                                    Government Securities Portfolio  International Equity Portfolio
Year ended April 30,                                                       1999            1998            1999            1998

Operations and distributions
<S>                                                                    <C>             <C>            <C>             <C>
Investment income (loss)-- net                                         $   860,744     $   785,608    $  2,451,845    $    833,466
Net realized gain (loss) on investments                                     89,785         134,337       5,306,165       8,299,556
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies     (134,841)        445,383      13,907,417      33,874,515
                                                                          --------         -------      ----------      ----------
Net increase (decrease) in net assets resulting from operations            815,688       1,365,328      21,665,427      43,007,537
                                                                           -------       ---------      ----------      ----------
Distributions to shareholders from:
   Net investment income                                                  (854,104)       (785,584)     (2,272,892)       (800,705)
   Excess distributions of net investment income                                --              --              --        (548,730)
   Net realized gain                                                      (130,692)       (141,363)     (7,835,052)     (3,978,926)
                                                                          --------        --------      ----------      ----------
Total distributions                                                       (984,796)       (926,947)    (10,107,944)     (5,328,361)
                                                                          --------        --------     -----------      ----------
Capital share transactions (Note 5)
Proceeds from sales                                                      9,394,678       4,424,154      47,763,156      51,860,011
Reinvested distributions at net asset value                                984,796         926,947      10,107,944       5,328,361
Payments for redemptions                                                (2,881,530)     (4,560,150)     (4,000,061)     (3,168,693)
                                                                        ----------      ----------      ----------      ----------
Increase (decrease) in net assets from capital share transactions        7,497,944         790,951      53,871,039      54,019,679
                                                                         ---------         -------      ----------      ----------
Total increase (decrease) in net assets                                  7,328,836       1,229,332      65,428,522      91,698,855
Net assets at beginning of year                                         14,606,574      13,377,242     217,572,717     125,873,862
                                                                        ----------      ----------     -----------     -----------

Net assets at end of year                                              $21,935,410     $14,606,574    $283,001,239    $217,572,717
                                                                       ===========     ===========    ============    ============
Undistributed (excess of distributions over) net investment income     $    (3,870)    $   (14,715)   $       (833)   $    (32,762)
                                                                       -----------     -----------    ------------    ------------

See accompanying notes to financial statements.

</TABLE>
<PAGE>

Notes to Financial Statements
IDS Life Series Fund, Inc.


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
IDSLife Series Fund, Inc. is registered under the Investment Company Act of 1940
(as amended) as a diversified, open-end management investment company. Each Fund
has 10 billion  authorized  shares of capital stock and the primary  investments
are as follows:

   Equity Portfolio primarily invests in U.S. common stocks and securities
   convertible into common stock;

   Income Portfolio primarily invests in investment grade corporate bonds and
   governement securities;

   Money Market Portfolio primarily invests in high-quality, short-term debt
   securities;

   Managed Portfolio primarily invests in a combination of equity and debt
   securities;

   Government Securities Portfolio primarily invests in securities issued or
   guaranteed as to principal and interest by the U.S. government and its
   agencies; and

   International  Equity Portfolio invests primarily in common stocks of foreign
   issuers.

Shares  of  each  Fund  are  sold  to IDS  Life  Insurance  Company  (IDS  Life)
subaccounts or IDS Life Insurance  Company of New York subaccounts in connection
with the sale of variable insurance contracts.

The Fund's significant accounting policies are summarized as follows:

Use of estimates
Preparing  financial  statements that conform to generally  accepted  accounting
principles   requires   management  to  make  estimates  (e.g.,  on  assets  and
liabilities) that could differ from actual results.

Valuation of securities
All securities are valued at the close of each business day.  Securities  traded
on national  securities  exchanges  or included in national  market  systems are
valued at the last quoted sales price.  Debt securities are generally  traded in
the  over-the-counter  market and are valued at a price that reflects fair value
as quoted by dealers in these  securities or by an independent  pricing service.
Securities for which market  quotations are not readily  available are valued at
fair value according to methods selected in good faith by the board.  Short-term
securities in the Fund, except Money Market Portfolio,  maturing in more than 60
days from the  valuation  date are  valued at the  market  price or  approximate
market value based on current interest rates;  those maturing in 60 days or less
are  valued at  amortized  cost.  Pursuant  to Rule  2a-7 of the 1940  Act,  all
securities  in the Money Market  Portfolio  are valued daily at amortized  cost,
which approximates  market value in order to maintain a constant net asset value
of $1 per share.

Option transactions
To produce  incremental  earnings,  protect  gains,  and  facilitate  buying and
selling of securities for investments,  the Fund, except Money Market Portfolio,
may buy and sell put or call options and write covered call options on portfolio
securities as well as write cash-secured put options. The risk in writing a call
option is that the Fund gives up the  opportunity for profit if the market price
of the security increases. The risk in writing a put option is that the Fund may
incur a loss if the market  price of the  security  decreases  and the option is
exercised.  The risk in buying an option is that the Fund pays a premium whether
or not the option is exercised.

The Fund also has the  additional  risk of being  unable to enter into a closing
transaction if a liquid secondary market does not exist. The Fund also may write
over-the-counter options where completing the obligation depends upon the credit
standing of the other party.

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

Futures transactions
To gain  exposure to or protect  itself from market  changes,  the Fund,  except
Money Market Portfolio,  may buy and sell financial future  contracts.  Risks of
entering into future contracts and related options include the possibility of an
illiquid market and that a change in the value of the contract or option may not
correlate with changes in the value of the underlying securities.

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

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

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

Illiquid securities
As of April 30, 1999,  investments in securities for Equity  Portfolio  included
issues that are illiquid which the Fund  currently  limits to 10% of net assets,
at market value, at the time of purchase. The aggregate value of such securities
as of April 30, 1999 was $5,000,001  representing  0.5% of net assets for Equity
Portfolio.  According to board guidelines,  certain unregistered  securities are
determined to be liquid and are not included within the 10% limitation specified
above.

Securities purchased on a when-issued basis
Delivery and payment for  securities  that have been  purchased by the Fund on a
forward-commitment  or when-issued  basis can take place one month or more after
the transaction date. During this period,  such securities are subject to market
fluctuations  and  they may  affect  the  Fund's  net  assets  the same as owned
securities.  The Fund  designates  cash or  liquid  high-grade  short-term  debt
securities at least equal to the amount of its commitment. As of April 30, 1999,
Government  Securities  Portfolio had entered into  outstanding  when-issued  or
forward-commitments of $2,633,060.
<PAGE>
<TABLE>
<CAPTION>

Federal income taxes
The Fund's  policy is to comply with all sections of the  Internal  Revenue Code
that  apply to  regulated  investment  companies  and to  distribute  all of its
taxable income to shareholders. No provision for income taxes is thus required.
Each Fund is treated as a separate entity for federal income tax purposes.

Net  investment  income  (loss) and net realized  gains  (losses) may differ for
financial   statement   and  tax  purposes   primarily   because  of  wash  sale
transactions,  foreign  currency  exchange gains and losses,  and the timing and
amount of market  discount  recognized  as ordinary  income.  The  character  of
distributions  made during the year from net  investment  income or net realized
gains may differ from their  ultimate  characterization  for federal  income tax
purposes. Also, due to the timing of dividend distributions,  the fiscal year in
which  amounts  are  distributed  may  differ  from the year that the  income or
realized gains (losses) are recorded by the Fund.

On  the  statements  of  assets  and  liabilities,  as  a  result  of  permanent
book-to-tax differences, undistributed net investment income and accumulated net
realized  gain  (loss)  have  been  increased  (decreased),   resulting  in  net
reclassification adjustments to additional paid-in capital by the following:

                                                                                                   Government       International
                                                   Equity         Income           Managed          Securities          Equity
                                                  Portfolio      Portfolio        Portfolio          Portfolio         Portfolio

<S>                                              <C>              <C>              <C>               <C>               <C>
Undistributed net investment income              $2,248,262       $  3,134         $(226,610)        $  4,205          $(147,024)
Accumulated net realized gain (loss)                 80,434         (3,134)          226,610           (4,205)           147,024
                                                     ------         ------           -------           ------            -------
Additional paid-in capital reductions (increase) $2,328,696       $     --         $      --         $     --          $      --

Dividends to shareholders
As of April 30, 1999,  dividends  declared for each Fund payable May 3, 1999 are
as follows:

   Income Portfolio                   $.052
   Money Market Portfolio             $.004
   Managed Portfolio                  $.094
   Government Securities Portfolio    $.041
   International Equity Portfolio     $.036

Distributions  to  shareholders  are recorded as of the close of business on the
record date and are payable on the first business day following the record date.
Dividends from net investment income are declared daily and distributed  monthly
for the Money Market,  Income and Government  Securities Portfolios and declared
and  distributed  quarterly  for the Equity,  Managed and  International  Equity
Portfolios.  Capital gain distributions,  when available, will be made annually.
However,  additional capital gain distributions may be made periodically  during
the fiscal year in order to comply with the Internal  Revenue Code as applicable
to regulated investment companies.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Dividend income is recognized on the ex-dividend  date or upon receipt of
ex-dividend  notification  in the case of certain foreign  securities.  Interest
income,  including level-yield  amortization of premium and discount, is accrued
daily.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

2. INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
The Fund has an Investment  Management and Services Agreement with IDS Life. For
its services,  IDS Life is paid a fee based on the  aggregate  average daily net
assets of each  Fund.  The fee is 0.7% on an annual  basis for  Equity,  Income,
Managed and Government Securities Portfolios. For Money Market Portfolio the fee
is 0.5% on an annual basis. For International  Equity Portfolio the fee is 0.95%
on an annual basis.

IDS Life and American Express Financial  Corporation have an Investment Advisory
Agreement which calls for IDS Life to pay American Express Financial Corporation
a fee for  investment  advice about the Fund's  portfolios.  The fee paid by IDS
Life is 0.25% of Equity, Income, Money Market, Managed and Government Securities
Portfolios'  average daily net assets for the year.  The fee paid by IDS Life is
0.35% of International Equity Portfolio's average daily net assets for the year.

In  addition  to paying its own  management  fee,  the Fund also pays its taxes,
brokerage  commissions  and  nonadvisory  expenses.  Expenses  that  relate to a
particular  Fund, such as custodian fees and registration  fees for shares,  are
paid by that Fund.  Other  expenses  are  allocated  to the Fund in an equitable
manner as determined by the Fund's board.  Each Fund also pays custodian fees to
American Express Trust Company, an affiliate of IDS Life.

IDS Life has voluntarily agreed to reimburse each Fund for non-advisory expenses
which exceed 0.1% on an annual basis of average daily net assets of each Fund.


3. SECURITIES TRANSACTIONS
For the year ended April 30, 1999,  cost of purchases and proceeds from sales of
securities  aggregated,  respectively,  $243,317,620  and $231,780,182 for Money
Market Portfolio. Cost of purchases and proceeds from sales of securities (other
than short-term obligations) aggregated for each Fund are as follows:

Fund                              Purchases               Proceeds

Equity Portfolio                $1,111,739,293        $1,093,451,278
Income Portfolio                    28,407,839            18,591,361
Managed Portfolio                  572,586,955           535,019,349
Government Securities Portfolio     20,642,856            14,151,841
International Equity Portfolio     167,425,488           144,445,459

Realized gains and losses are determined on an identified cost basis.

Brokerage  commissions paid to brokers  affiliated with IDS Life were $9,828 and
$3,702 for Equity Portfolio and Managed  Portfolio,  respectively,  for the year
ended April 30, 1999.

4. FOREIGN CURRENCY CONTRACTS
As of April 30,  1999,  International  Equity  Portfolio  has  foreign  currency
exchange  contracts that obligate it to deliver  currencies at specified  future
dates.  The unrealized  appreciation  and/or  depreciation on these contracts is
included in the accompanying  financial statements.  See "Summary of significant
accounting policies." The terms of the open contracts are as follows:

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

<S>                              <C>                       <C>                       <C>                         <C>
May 3, 1999                      251,773                   267,899                   $1,876                      $--
                         European Monetary Unit          U.S. Dollar
May 3, 1999                      345,770                  3,196,639                     746                       --
                               U.S. Dollar              Mexican Peso
May 6, 1999                    40,961,017                  344,378                    1,307                       --
                              Japanese Yen               U.S. Dollar
May 7, 1999                    57,517,554                  482,773                    1,031                       --
                              Japanese Yen               U.S. Dollar
May 28, 1999                     184,531                   196,618                    1,642                       --
                         European Monetary Unit          U.S. Dollar
Total                                                                                $6,602                      $--

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

5. CAPITAL SHARE TRANSACTIONS
Transactions  in shares of capital  stock for each Fund for the years  indicated
are as follows:

                                                                         Year ended April 30, 1999
                                                                        Money                       Government      International
                                         Equity         Income          Market         Managed      Securities         Equity
                                        Portfolio      Portfolio       Portfolio      Portfolio      Portfolio        Portfolio

<S>                                     <C>           <C>             <C>             <C>             <C>            <C>
Sold                                    3,674,588     1,697,801       26,720,544      2,965,062       914,617        2,679,831
Issued for reinvested distributions     5,307,274       655,205        1,763,642      2,729,787        95,971          534,400
Redeemed                                 (902,671)     (539,281)     (17,295,607)      (883,671)     (280,555)        (219,595)
                                         --------      --------      -----------       --------      --------         --------
Net increase (decrease)                 8,079,191     1,813,725       11,188,579      4,811,178       730,033        2,994,636


                                                                         Year ended April 30, 1998

                                                                          Money                     Government      International
                                          Equity         Income          Market        Managed      Securities         Equity
                                        Portfolio      Portfolio       Portfolio      Portfolio      Portfolio        Portfolio

Sold                                    3,690,818     1,441,650       19,623,972      3,499,409       440,153        3,199,923
Issued for reinvested distributions       878,375       512,508        1,576,114      2,439,015        91,894          310,769
Redeemed                                 (519,416)     (554,245)     (15,371,758)      (559,693)     (451,521)        (190,260)
                                         --------      --------      -----------       --------      --------         --------
Net increase (decrease)                 4,049,777     1,399,913        5,828,328      5,378,731        80,526        3,320,432

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

6. OPTIONS CONTRACTS WRITTEN
Contracts  and premium  amounts  associated  with options  contracts  written by
Equity Portfolio are as follows:

         Year ended April 30, 1999
                                                   Puts                                      Calls
                                    Contracts               Premium            Contracts                Premium
Balance April 30, 1998                   --             $         --                 --              $        --
<S>                                   <C>                  <C>                   <C>                   <C>
Opened                                8,900                2,926,591             16,363                7,787,977
Closed                               (6,000)              (2,253,738)            (4,613)              (1,992,941)
Exercised                              (299)                 (55,164)            (6,050)              (2,981,868)
Expired                              (2,201)                (562,314)            (2,400)                (669,562)
                                     ------                 --------             ------                 --------
Balance April 30, 1999                  400             $     55,375              3,300               $2,143,606

See "Summary of significant accounting policies."

Contracts  and premium  amounts  associated  with options  contracts  written by
Managed Portfolio are as follows:

                                         Year ended April 30, 1999
                                                   Calls
                                     Contracts               Premium
Balance April 30, 1998                  --                  $    --
Opened                                  16                    7,920
Expired                                (16)                  (7,920)
Balance April 30, 1999                  --                  $    --

See "Summary of significant accounting policies."

7. STOCK INDEX FUTURES CONTRACTS
As of April 30, 1999,  investments in securities for Managed Portfolio  included
securities valued at $1,077,568 that were pledged as collateral to cover initial
margin  deposits on 44 open  purchase  contracts.  The market  value of the open
purchase  contracts as of April 30, 1999, was $14,701,500  with a net unrealized
loss of $361,426. See "Summary of significant accounting policies"

8. CAPITAL LOSS CARRYOVER
For federal  income tax purposes,  Equity  Portfolio and Income  Portfolio  have
capital loss carryovers of $91,910,864 and $979,456,  respectively,  as of April
30, 1999, that will expire in 2007 for Equity Portfolio and 2007-2008 for Income
Portfolio  if not  offset by  capital  gains.  It is  unlikely  the  board  will
authorize a distribution  of any net realized  capital gains until the available
capital loss carryover has been offset or expires.


9. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
is presented on pages 28-33 of the prospectus.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

IDS Life Series Fund,Inc.
Equity Portfolio
April 30, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (93.4%)(e)
Issuer                                                        Shares           Value(a)

Aerospace & defense (0.9%)
<S>                                                          <C>             <C>
HEICO Cl A                                                   425,000         $8,951,563

Airlines (1.1%)
Atlantic Coast Airlines Holdings                             150,000(b)       4,631,250
SkyWest                                                      225,000          5,850,000
Total                                                                        10,481,250

Automotive & related (1.6%)
Dura Automotive Systems Cl A     300,000(b)                8,587,500
O'Reilly Automotive                                          150,000(b)       6,862,500
Total                                                                        15,450,000

Banks and savings & loans (2.8%)
CompuCredit                                                  350,000(b)       5,600,000
Creditrust                                                   250,000(b)       5,625,000
Golden State Bancorp                                         241,500(b)       5,931,844
TeleBanc Financial                                            60,000(b)       6,217,500
UnionBanCal                                                  130,000          4,436,250
Total                                                                        27,810,594

Communications equipment & services (9.3%)
America Online                                               120,000(b,f)    17,130,000
CMGI                                                          65,000(b)      16,546,563
Concentric Network                                           135,000(b)      11,272,500
Network Solutions Cl A                                       100,000(b)       7,775,000
Rhythms NetConnections                                        40,000(b)       3,300,000
Sterling Commerce                                            700,000(b)      21,918,749
Tellabs                                                      125,000(b)      13,695,313
Total                                                                        91,638,125

Computers & office equipment (24.2%)
American Management Systems                                  150,000(b)       5,156,250
Ascend Communications                                        100,000(b)       9,662,500
BindView Development                                         240,000(b)       5,160,000
BMC Software                                                 360,000(b)      15,502,500
Cisco Systems                                                157,500(b)      17,964,843
Citrix Systems                                               125,000(b)       5,312,500
Comdisco                                                     100,000          2,631,250
Compuware                                                    430,000(b)      10,481,250
Critical Path                                                 34,600(b)       3,442,700
CSG Systems Intl                                             200,000(b)       7,725,000
Descartes Systems Group                                      380,000(b,c)     2,398,750
EMC                                                           42,500(b)       4,629,844
Equant                                                        50,000(b,c)     4,462,500
Extreme Networks                                              25,000(b)       1,385,938
Fiserv                                                       225,000(b)      13,176,563
Fundtech                                                     300,000(b)      10,331,250
InfoSpace.com                                                 60,000(b)       8,598,750
Legato Systems                                               232,055(b)       9,383,724
MAXIMUS                                                      300,000(b)       7,800,000
Mercury Interactive                                           29,900(b)         842,806
Metzler Group                                                294,800(b)       8,217,550
Mpath Interactive                                             62,400(b)       2,457,000
Multex.com                                                    50,000(b)       2,150,000
Net Perceptions                                               25,000(b)         659,375
Pervasive Software                                           250,000(b)       3,625,000
Profit Recovery Group Intl                                   300,000(b,f)    10,950,000
Rational Software                                            300,000(b)       8,887,500
SunGard Data Systems                                         540,300(b)      17,255,831
VeriSign                                                      80,000(b)       9,200,000
WebTrends                                                    200,000(b)      10,625,000
Whittman-Hart                                                200,000(b)       5,650,000
Xoom.com                                                      63,000(b)       4,410,000
Yahoo!                                                        50,000(b)       8,734,375
Total                                                                       238,870,549

Electronics (10.5%)
Advanced Energy Inds                                         125,000(b)       3,460,938
Altera                                                        70,000(b)       5,057,500
Conexant Systems                                             100,000(b)       4,075,000
Flextronics Intl                                             200,000(b)       9,337,500
Galileo Technology                                           200,000(b)       4,600,000
Jabil Circuit                                                200,000(b,f)     9,312,500
KLA-Tencor                                                   135,000(b)       6,699,375
Novellus Systems                                             185,000(b)       8,741,250
PMC-Sierra                                                    37,600(b)       3,604,900
RF Micro Devices                                             100,000(b)       5,587,500
Sawtek                                                       150,000(b)       5,287,500
Taiwan Semiconductor Mfg ADR                                 100,000(b)       2,400,000
Teradyne                                                     140,000(b)       6,606,250
Uniphase                                                     200,000(b)      24,274,999
Vitesse Semiconductor                                        100,000(b)       4,631,250
Total                                                                       103,676,462

Financial services (5.9%)
Capital One Financial                                         50,000          8,684,375
Knight/Trimark Group Cl A                                    325,000(b,f)    49,785,938
Total                                                                        58,470,313

Food (0.4%)
U.S. Foodservice                                             100,000(b)       4,206,250

Furniture & appliances (0.3%)
Select Comfort                                               200,000(b)       3,237,500

Health care (3.2%)
Bausch & Lomb                                                 20,000(f)       1,500,000
Boston Scientific                                            100,000(b)       4,256,250
Genzyme (General Division)                                   100,000(b)       3,775,000
Maxxim Medical                                               175,000(b)       2,789,063
Medicis Pharmaceutical Cl A                                  300,000(b)       7,293,749
Medtronic                                                     75,000          5,395,313
Pharmacyclics                                                250,000(b)       3,562,500
Stryker                                                       15,700            960,644
Watson Pharmaceuticals                                        40,000(b,f)     1,620,000
Total                                                                        31,152,519

Health care services (2.2%)
Medical Manager                                              150,000(b)       4,275,000
Quintiles Transnational                                      250,000(b)      10,140,625
Sunrise Assisted Living                                      175,000(b)       7,000,000
Total                                                                        21,415,625

Insurance (0.6%)
Blanch (EW) Holdings                                         100,000          5,887,500

Leisure time & entertainment (0.3%)
Ticketmaster Online-Citysearch Cl B                          100,000(b)       3,162,500

Media (7.1%)
Adelphia Communications Cl A                                 110,000(b)       7,507,500
Cablevision Systems Cl A                                      80,000(b)       6,190,000
Outdoor Systems                                              717,800(b)      18,079,588
TeleWest Communications                                    1,330,000(b,c)     6,130,236
Univision Communications Cl A                                550,000(b)      31,831,249
Value America                                                 20,000(b)         788,750
Total                                                                        70,527,323

Miscellaneous (0.4%)
Marimba                                                        6,800(b)         413,100
Resource America Cl A                                        250,000          3,093,750
WorldGate Communications                                      30,000(b)         855,000
Total                                                                         4,361,850

Multi-industry conglomerates (3.7%)
ACNielsen                                                    100,000(b)       2,787,500
Electronics for Imaging                                      100,000(b)       4,731,250
ITT Educational Services                                     475,000(b)      11,667,188
Personnel Group of America                                   300,000(b)       2,737,500
SM&A Corp                                                    330,000          2,475,000
Tyco Intl                                                    150,000(c)      12,187,500
Total                                                                        36,585,938

Restaurants & lodging (0.8%)
Papa John's Intl                                             200,000(b)       8,037,500

Retail (8.5%)
99 Cents Only Stores                                          60,000(b,f)     2,827,500
AnnTaylor Stores                                             100,000(b)       4,750,000
Bed Bath & Beyond                                            200,000(b)       7,137,500
Borders Group                                                200,000(b)       2,887,500
Circuit City Stores                                           75,000          4,612,500
CVS                                                          200,000          9,525,000
Egghead.com                                                  400,000(b)       5,600,000
Family Dollar Stores                                         250,000          6,031,250
Kohl's                                                       110,000(b)       7,308,125
Rite Aid                                                     162,000          3,776,625
Tiffany & Co                                                 210,000         17,639,999
TJX Companies                                                200,000          6,662,500
Valley Media                                                 150,000(b)       3,768,750
Venator Group                                                150,000(b)       1,453,125
Total                                                                        83,980,374

Textiles & apparel (1.1%)
Abercrombie & Fitch                                           75,000(b)       7,134,375
Tommy Hilfiger                                                50,000(b)       3,493,750
Total                                                                        10,628,125

Transportation (1.8%)
C.H. Robinson Worldwide                                      250,000          7,484,375
Covenant Transport                                           325,000(b)       4,468,750
Kansas City Southern Inds                                    100,000          5,956,250
Total                                                                        17,909,375

Utilities -- telephone (6.8%)
Allegiance Telecom                                           200,000(b)       9,200,000
COLT Telecom Group ADR                                       200,000(b,c)    15,275,000
Energis                                                      300,000(b,c)     8,175,930
Global TeleSystems Group                                      51,000(b)       3,372,375
Omnipoint                                                    375,000(b)       6,656,250
RCN                                                          100,000(b)       4,862,500
Viatel                                                       100,000(b)       4,600,000
Western Wireless Cl A                                         70,000(b)       2,874,375
WinStar Communications                                       250,000(b)      12,156,250
Total                                                                        67,172,680

Total common stocks
(Cost: $651,814,057)                                                       $923,613,915


Preferred stock (0.5%)

Issuer                                                       Shares           Value(a)

MARS
   Cv Series C                                             2,702,703(g)      $5,000,001


Total preferred stock

(Cost: $5,000,000)                                                           $5,000,001

See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Options purchased (0.1%)
Issuer                    Shares       Exercise     Expiration        Value(a)
                                         price         date
Calls
Altera                    50,000          $65       Sept. 1999        $762,500
Rite Aid                 120,000           40        July 1999          15,000
Venator Group            100,000           10        Aug. 1999         175,000


Total options purchased

(Cost: $810,600)                                                      $952,500


Short-term securities (6.7%)(f)
Issuer                                    Annualized        Amount            Value(a)
                                         yield on date     payable at
                                          of purchase       maturity

U.S. government agencies (5.3%)
Federal Home Loan Mtge Corp Disc Nts
<S>   <C>                                      <C>        <C>                <C>
   05-06-99                                    4.80%      $7,900,000         $7,894,766
   05-14-99                                    4.71        2,000,000          1,996,606
   05-14-99                                    4.82          500,000            498,996
   05-18-99                                    4.77        8,500,000          8,480,974
   06-21-99                                    4.72       20,000,000         19,862,445
Federal Natl Mtge Assn Disc Nts
   05-19-99                                    4.71        1,600,000          1,596,248
   05-20-99                                    4.69       12,500,000         12,469,124
Total                                                                        52,799,159

Commercial paper (1.4%)
BMW US Capital
   05-05-99                                    4.86        3,200,000          3,198,283
BOC Group
   05-03-99                                    4.92        1,000,000            999,727
CAFCO
   06-01-99                                    4.82        1,900,000(d)       1,892,147
Dresdner US Finance
   06-02-99                                    4.81        3,700,000          3,684,246
Fleet Funding
   06-03-99                                    4.82        2,900,000(d)       2,887,240
   06-09-99                                    4.82          900,000(d)         895,320
Total                                                                        13,556,963

Total short-term securities
(Cost: $66,360,935)                                                         $66,356,122

Total investments in securities
(Cost: $723,985,592)(h)                                                    $995,922,538


See accompanying notes to investments in securities.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Notes to investments in securities

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

(b) Non-income producing.

(c) Foreign  security values are stated in U.S.  dollars.  As of April 30, 1999,
the value of foreign securities represented 4.92% of net assets.

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

(e) Investments  representing 5% or more of the outstanding voting securities of
the issuer.  Transactions  with companies that are or were affiliates during the
year ended April 30, 1999 are as follows:

Issuer                Beginning    Purchase       Sales       Ending   Dividend  Value(a)
                        cost         cost         cost         cost     income

<S>                 <C>                 <C>    <C>               <C>       <C>      <C>
Rock of Ages*       $5,604,628          $--    $5,604,628        $--       $--      $--

Tier Technologies*          --    6,027,188     6,027,188         --        --       --

Total               $5,604,628   $6,027,188   $11,631,816        $--       $--      $--

*Issuer was not an affiliate for the entire year ended April 30, 1999.

(f) At April 30, 1999,  securities valued at $28,497,188 were held to cover open
call options written as follows:

                                           Exercise    Expiration     Value(a)
Issuer                         Shares        price        date

99 Cents Only Stores            15,000        $50        May 1999      $17,813

America Online                  60,000        130        May 1999    1,136,250

Jabil Circuit                  100,000         55        May 1999       46,875

Knight/Trimark Group Cl A      75,0000        110        May 1999    3,525,000

Profit Recovery Group Intl      40,000         40        May 1999       30,000

Watson Pharmaceuticals          40,000         50        May 1999       17,500

Total                                                               $4,773,438

At April 30, 1999,  cash or short-term  securities were designated to cover open
put options written as follows:

                                       Exercise      Expiration       Value(a)
Issuer                  Shares           price          date

Bausch & Lomb            40,000           $65          May 1999         $5,000

(g) Identifies issues considered to be illiquid as to their  marketability  (see
Note  1 to the  financial  statements).  Information  concerning  such  security
holdings at April 30, 1999, is as follows:


Security                                    Acquisition date        Cost

MARS

 Cv Series C                                   02-17-99           $5,000,000

(h) At April 30, 1999,  the cost of securities  for federal  income tax purposes
was   $724,121,164   and  the  aggregate  gross   unrealized   appreciation  and
depreciation based on that cost was:

Unrealized appreciation                                        $292,588,329
Unrealized depreciation                                         (20,786,955)
                                                                -----------
Net unrealized appreciation                                    $271,801,374


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

IDS Life Series Fund,Inc.
Income Portfolio
April 30, 1999

(Percentages represent value of investments compared to net assets)

Bonds (89.5%)
Issuer                                       Coupon         Principal          Value(a)
                                              rate            amount

Government obligations (3.7%)
Govt of Russia
   (Russian Ruble)
<S>                                            <C>           <C>                 <C>
      12-15-20                                 6.63%         150,000(b,c)        $9,563
   (U.S. Dollar)
      12-29-49                                 6.63            6,875(b,c)           455
People's Republic of China
   (U.S. Dollar)
      07-03-01                                 7.38          100,000(c)         101,840
Republic of Argentina
   (Argentine Peso)
      02-12-07                                11.75          200,000(c)         186,952
United Mexican States
   (U.S. Dollar)
      03-12-08                                 8.63          250,000(c)         245,625
U.S. Treasury
      11-15-27                                 6.13        3,000,000          3,105,232
Total                                                                         3,649,667

Mortgage-backed securities (22.4%)
Federal Home Loan Mtge Corp
      06-01-09                                 5.50          584,724            572,421
      08-01-11                                 6.50        1,616,688          1,636,217
      03-01-13                                 5.50          909,544            884,840
      06-15-20                                 8.00          126,382            130,094
   Collateralized Mtge Obligation
      04-15-22                                 8.50        1,000,000          1,047,350
Federal Natl Mtge Assn
      03-15-01                                 5.63          600,000            603,486
      04-15-03                                 5.75        2,000,000          2,010,153
      02-15-08                                 5.75          500,000            496,553
      06-01-10                                 6.50          798,829            806,985
      02-01-11                                 6.00        1,441,278          1,430,915
      09-01-13                                 6.00        1,861,068          1,846,950
      11-01-13                                 6.00        1,899,936          1,883,905
      07-01-26                                 7.00        1,607,204          1,629,945
      12-01-27                                 6.00        2,370,906          2,300,872
      12-01-27                                 6.50        1,965,597          1,954,944
      10-01-28                                 6.50        1,980,951          1,969,808
Merrill Lynch Mtge Investors
      06-15-21                                 7.99          129,203            120,219
Morgan Stanley Capital
   Collateralized Mtge Obligation
      11-15-28                                 6.59          591,730            596,180
Total                                                                        21,921,837

Aerospace & defense (0.6%)
BE Aerospace
   Sr Sub Nts Series B
      02-01-06                                 9.88          100,000            104,000
Goodrich (BF)
      07-01-01                                 9.63          150,000            160,914
Newport News Shipbuilding
   Sr Nts
      12-01-06                                 8.63           75,000             80,625
Northrop-Grumman
      03-01-06                                 7.00          250,000            254,021
Total                                                                           599,560

Airlines (0.4%)
Continental Airlines
   Series 1996A
      04-15-15                                 6.94          372,211            378,550

Automotive & related (0.4%)
Arvin Capital
   Company Guaranty
      02-01-27                                 9.50          250,000            267,179
MSX Intl
   Company Guaranty
      01-15-08                                11.38          125,000            125,000
Total                                                                           392,179

Banks and savings & loans (6.8%)
Banca Commercial Italian
   (U.S. Dollar)
      07-15-07                                 8.25          300,000(c)         325,370
Banco General
   (U.S. Dollar)
      08-01-02                                 7.70          350,000(c,d)       323,852
Bank One
   Medium-term Nts Series A
      02-17-09                                 6.00          500,000            485,565
Capital One Bank
      05-15-08                                 6.70          500,000            490,070
Comerica Bank
   Sub Nts
      10-01-08                                 6.00          500,000            482,049
Corp Andina de Fomento
   (U.S. Dollar)
      02-01-03                                 7.10          300,000(c)         297,731
Crestar Capital
   Company Guaranty
      12-15-26                                 8.16          350,000            373,302
Dao Heng Bank
   (U.S. Dollar) Sub Nts
      01-24-07                                 7.75          500,000(c,d)       463,750
Fleet Financial Group
   Sub Nts
      12-01-01                                 9.00          200,000            216,215
Greenpoint Capital
   Company Guaranty
      06-01-27                                 9.10          200,000            213,179
Hubco Capital Trust I
   Company Guaranty Series B
      02-01-27                                 8.98          500,000            512,383
MBNA American Bank
   Sub Nts
      03-15-08                                 6.75          500,000            486,978
Mellon Capital
   Company Guaranty Series A
      12-01-26                                 7.72          500,000            508,002
Norwest
   Sr Medium-term Nts Series G
      09-15-02                                 6.38          400,000            404,831
Union Planters Bank
   Sub Nts
      03-15-18                                 6.50          500,000            486,849
US Bancorp
   Sub Nts
      09-15-07                                 6.88          400,000            412,113
Washington Mutual Capital
   Company Guaranty
      06-01-27                                 8.38          200,000(d)         213,721
Total                                                                         6,695,960

Building materials & construction (1.7%)
Carlisle Companies
   Sr Nts
      01-15-07                                 7.25          500,000            525,442
Foster Wheeler
   11-15-05                                    6.75          300,000            290,638
Pulte
   Sr Nts
      12-15-03                                 7.00          300,000            305,508
Southdown
   Sr Sub Nts Series B
      03-01-06                                10.00           50,000             55,250
Tyco Intl Group
   (U.S. Dollar) Company Guaranty
      06-15-03                                 6.25          500,000(c)         502,470
Total                                                                         1,679,308

Chemicals (1.4%)
Allied Waste North America
   Company Guaranty Series B
      01-01-09                                 7.88          350,000            343,875
IMC Global
      10-15-01                                 6.63          500,000            502,922
USA Waste Services
   Sr Nts
      10-01-07                                 7.13          500,000            519,951
Total                                                                         1,366,748

Commercial finance (0.1%)
Netia Holdings
   (U.S. Dollar) Company Guaranty Series B
      11-01-07                                10.25          100,000(c)          96,000

Communications equipment & services (1.8%)
EchoStar DBS
   Sr Nts
      02-01-09                                 9.38          205,000(d)         214,225
Iridium LLC/Capital
   Company Guaranty Series C
      07-15-05                                11.25           40,000             12,400
IXC Communications
   Sr Sub Nts
      04-15-08                                 9.00          250,000            253,750
Jordan Telecommunications Products
   Sr Nts Series B
      08-01-07                                 9.88          250,000            252,500
KMC Telecom Holdings
   Zero Coupon Sr Disc Nts
      02-15-03                                12.78          250,000(e)         142,500
MJD Communications
   Sr Sub Nts Series B
      05-01-08                                 9.50          100,000            101,000
NTL
   Zero Coupon Sr Nts Series B
      04-01-03                                 9.78          190,000(e)         133,475
PhoneTel Technologies
   Sr Nts
      12-15-06                                12.00          125,000(b)          36,250
U S West Capital Funding
   Company Guaranty
      07-15-28                                 6.88          500,000            496,505
Versatel Telecom
   (U.S. Dollar) Sr Nts
      05-15-08                                13.25          100,000(c)         108,000
Total                                                                         1,750,605

Computers & office equipment (0.3%)
Globix
   Sr Nts
      05-01-05                                13.00          250,000            257,188
PSINet
   Sr Nts Series B
      02-15-05                                10.00           50,000             52,500
Total 309,688

Electronics (0.8%)
Hyundai Semiconductor
   (U.S. Dollar) Sr Nts
      05-15-07                                 8.63          500,000(c,d)       423,140
Thomas & Betts
      01-15-06                                 6.50          400,000            401,024
Total                                                                           824,164

Energy (3.1%)
Gulf Canada Resources
      07-01-05                                 9.63          500,000            520,625
Honam Oil Refinery
   (U.S. Dollar)
      10-15-05                                 7.13          250,000(c,d)       236,250
Lodestar Holdings
   Company Guaranty
      05-15-05                                11.50          250,000            195,000
Oryx Energy
      10-15-05                                 8.13          500,000            535,957
R & B Falcon
      04-15-08                                 6.95          500,000            367,033
Roil
   (U.S. Dollar)
      12-05-02                                12.78          203,580(c,d)        71,253
Trizec Hahn
   Sr Nts
      09-15-04                                 9.50          100,000             99,750
USX
      03-01-08                                 6.85          500,000            498,628
Woodside Petroleum
   (U.S. Dollar)
      04-15-08                                 6.60          500,000(c,d)       457,339
Total                                                                         2,981,835

Energy equipment & services (1.2%)
DI Inds
   Sr Nts
      07-01-07                                 8.88          150,000            127,500
Global Marine
      09-01-07                                 7.13          500,000            496,687
Pioneer Natural Resource
      01-15-08                                 6.50          500,000            421,627
Pool Energy Services
   Company Guaranty Series B
      04-01-08                                 8.63          100,000            101,500
Total                                                                         1,147,314

Financial services (4.8%)
Airplanes GPA Cl D
   (U.S. Dollar) Series 1
      03-15-19                                10.88          100,000(c)          98,850
American General Finance
   Sr Nts
      11-01-03                                 5.75          500,000            494,561
Arcadia Financial
   Sr Nts
      03-15-07                                11.50          130,000            107,900
Associates
      11-01-03                                 5.75          350,000            346,598
Avco Financial Services
   Sr Nts
      07-15-99                                 7.25          300,000            301,135
Barclays North America Capital
      05-15-21                                 9.75          300,000            334,779
Capital One Financial
      08-01-08                                 7.13          500,000            481,156
GMAC
      11-10-03                                 5.75          500,000            494,225
Household Finance
   Medium-term Nts Series E
      06-17-08                                 6.40          500,000            496,555
Providian Master Trust
   Series 1997-4 Cl A
      06-15-07                                 6.25          500,000            508,155
Providian Natl Bank
   Sr Nts
      03-15-03                                 6.70          500,000            501,794
Wilmington Trust
      05-01-08                                 6.63          500,000            495,833
Total                                                                         4,661,541

Food (0.2%)
Ameriserve Food Distributions
   Company Guaranty
      07-15-07                                10.13          100,000             83,000
Chiquita Brands Intl
   Sr Nts
      01-15-04                                 9.63          100,000            104,250
Total                                                                           187,250

Furniture & appliances (0.1%)
Interface
   Sr Sub Nts Series B
      11-15-05                                 9.50          100,000            105,875

Health care (0.7%)
Alaris Medical Systems
   Company Guaranty
      12-01-06                                 9.75          150,000            153,750
Watson Pharmaceuticals
   Sr Nts
      05-15-08                                 7.13          500,000            500,477
Total                                                                           654,227

Health care services (2.5%)
Cardinal Health
      07-15-08                                 6.25          500,000            489,701
Columbia/HCA Healthcare
      06-15-05                                 6.91          100,000             93,158
HEALTHSOUTH
   Sr Nts
      06-15-08                                 7.00          500,000            475,587
Magellan Health Services
   Sr Sub Nts
      02-15-08                                 9.00          125,000            105,625
Manor Care
   Sr Nts
      06-15-06                                 7.50          250,000            258,575
Oxford Health Plans
   Sr Nts
      05-15-05                                11.00           50,000(d)          51,250
Paracelsus Healthcare
   Sr Sub Nts
      08-15-06                                10.00          350,000            252,000
Service Corp Intl
      03-15-20                                 6.30          500,000            491,250
Tenet Healthcare
   Sr Sub Nts
      12-01-08                                 8.13          200,000(d)         194,498
Total                                                                         2,411,644

Household products (0.6%)
Chattem
   Company Guaranty Series B
      04-01-08                                 8.88          250,000            252,812
Revlon Consumer Products
   Sr Nts
      02-01-06                                 8.13          250,000            248,125
Scotts
   Sr Sub Nts
      01-15-09                                 8.63          115,000(d)         119,169
Total                                                                           620,106

Industrial equipment & services (2.5%)
AGCO
   Sr Sub Nts
      03-15-06                                 8.50          250,000            234,375
ARAMARK Services
   Company Guaranty
      12-01-06                                 7.10          500,000            507,252
Case
      08-01-05                                 7.25          400,000            404,723
Ingersoll-Rand
   Sr Nts
      02-15-01                                 6.26          500,000            505,669
Motor & Gears
   Sr Nts Series D
      11-15-06                                10.75          250,000            258,125
Terex
   Company Guaranty
      04-01-08                                 8.88          250,000            247,813
Wesco Distribution
   Company Guaranty Series B
      06-01-08                                 9.13          250,000            260,000
Total                                                                         2,417,957

Insurance (2.0%)
American General Institute Capital
   Company Guaranty Series A
      12-01-45                                 7.57          250,000(d)         259,239
American United Life Insurance
      03-30-26                                 7.75          200,000(d)         202,016
Americo Life
   Sr Sub Nts
      06-01-05                                 9.25          100,000            102,500
Conseco Financing Trust
   Company Guaranty
      11-15-26                                 8.70          300,000            281,373
Orion Capital
   Company Guaranty
      04-15-28                                 7.70          250,000            212,699
SAFECO Capital
   Company Guaranty
      07-15-37                                 8.07          500,000            496,507
Veritas Holdings
   (U.S. Dollar) Sr Nts
      12-15-03                                 9.63          127,000(c)         129,540
Zurich Capital
   (U.S. Dollar) Company Guaranty
      06-01-37                                 8.38          250,000(c,d)       264,881
Total                                                                         1,948,755

Leisure time & entertainment (2.2%)
Coast Hotels & Casino
   Sr Sub Nts
      04-01-09                                 9.50           75,000(d)          76,688
Hammons (JQ) Hotels
   1st Mtge
      02-15-04                                 8.88          250,000            233,750
Hollywood Park
   Sr Sub Nts
      02-15-07                                 9.25          250,000(d)         259,375
Mirage Resorts
      02-01-08                                 6.75          500,000            486,604
Riviera Holdings
   Company Guaranty
      08-15-04                                10.00          250,000            237,500
Time Warner
      02-01-24                                 7.57          350,000            371,962
Trump Holdings & Funding
   Sr Nts
      06-15-05                                15.50          250,000            249,688
United Artists Theatres
   Series 1995A
      07-01-15                                 9.30           94,448             84,890
Venetian Casino/LV Sands
   Company Guaranty
      11-15-04                                12.25          150,000            159,000
Total                                                                         2,159,457

Media (4.2%)
CBS
   Sr Nts
      05-20-05                                 7.15          500,000            513,499
Chancellor Media
   Sr Nts
      11-01-08                                 8.00          500,000(d)         516,250
Comcast
   Sr Sub Deb
      10-15-06                                 9.13          500,000            547,499
Comcast Cable Communications
      11-15-08                                 6.20          300,000            295,761
Globo Communicacoes Participacoes
   (U.S. Dollar) Sr Nts
      12-05-08                                10.63          275,000(c,d)       222,063
Lamar Advertising
   Company Guaranty
      12-01-06                                 9.63          275,000            297,000
Lenfest Communications
   Sr Nts
      11-01-05                                 8.38          250,000            271,875
MDC Communications
   (U.S. Dollar) Sr Sub Nts
      12-01-06                                10.50          100,000(c)         101,250
Quebecor Printing Capital
   Company Guaranty
      01-15-07                                 7.25          500,000            505,787
TCI Communications
      08-01-15                                 8.75          350,000            423,048
TeleWest Communications
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      04-15-04                                 9.25          125,000(c,d.e)      84,375
Time Warner Entertainment
   Sr Nts
      07-15-33                                 8.38          250,000            293,283
Total                                                                         4,071,690

Metals (0.9%)
Alcan Aluminum
   (U.S. Dollar)
      01-15-22                                 8.88          200,000(c)         216,803
Imexsa Export Trust
   (U.S. Dollar)
      05-31-03                                10.13          175,960(c,d)       168,922
Natl Steel
   1st Mtge
      03-01-09                                 9.88          250,000(d)         264,375
Ormet
   Company Guaranty
      08-15-08                                11.00          200,000(d)         193,000
Total                                                                           843,100

Miscellaneous (5.8%)
Adams Outdoor Advertising
   Sr Nts
      03-15-06                                10.75          100,000            109,500
Advanced Glassfiber Yarn
   Sr Sub Nts
      01-15-09                                 9.88          185,000(d)         189,163
Bistro Trust
   Sub Nts
      12-31-02                                 9.50          250,000(d)         240,550
California Infrastructure-
   San Diego Gas & Electric
      03-25-02                                 6.04          381,179            383,306
   Southern California Edison
      03-25-02                                 6.14          770,447            775,162
Delphes 2
   (U.S. Dollar)
      05-05-09                                 7.75          600,000(c)         592,499
Dura Operating
   Sr Sub Nts
      05-01-09                                 9.00          250,000(d)         255,625
Florida Windstorm
   (MBIA Insured)
      02-25-19                                 7.13          500,000(d,f)       499,137
Grant Geophysical
   Company Guaranty Series B
      02-15-08                                 9.75          100,000             50,000
Great Central Mines
   (U.S. Dollar) Sr Nts
      04-01-08                                 8.88          250,000(c,d)       247,500
Guangdong Enterprises
   (U.S. Dollar) Sr Nts
      05-22-07                                 8.88          200,000(c,d)        65,000
Hyder
   (U.S. Dollar)
      12-15-07                                 6.88          500,000(c,d)       503,010
ISG Resources
      04-15-08                                10.00          140,000            144,200
Jorgensen (Earle M)
   Sr Nts
      04-01-05                                 9.50          275,000            259,188
NSM Steel
   Company Guaranty
      02-01-06                                12.00          175,000(b)          35,219
Oshkosh Truck
   Company Guaranty
      03-01-08                                 8.75          250,000            257,500
Outsourcing Solutions
   Sr Sub Nts Series B
      11-01-06                                11.00          140,000            139,300
Pierce Leahy Command
   Company Guaranty
      05-15-08                                 8.13          200,000            198,500
Provident Companies
      03-15-38                                 7.41          500,000            495,208
Stellex Inds
   Sr Sub Nts Series B
      11-01-07                                 9.50          250,000            228,125
Total                                                                         5,667,692

Multi-industry conglomerates (2.2%)
Coltec Inds
   Company Guaranty
      04-15-08                                 7.50          500,000            523,751
Crane
      06-15-99                                 7.25          300,000            300,436
Hutchison Whampoa Finance
   (U.S. Dollar) Company Guaranty Series A
      08-01-07                                 6.95          250,000(c,d)       248,574
   (U.S. Dollar) Company Guaranty Series B
      08-01-17                                 7.45          125,000(c,d)       114,642
Jordan Inds
   Sr Nts Series C
      08-01-07                                10.38          175,000(d)         178,500
Prime Succession
   Sr Sub Nts
      08-15-04                                10.75           65,000             46,881
USI American Holdings
   Sr Nts Series B
      12-01-06                                 7.25          425,000            429,641
Westinghouse Electric
      06-01-01                                 8.88          250,000            260,925
Total                                                                         2,103,350

Paper & packaging (1.9%)
Ball
   Company Guaranty
      08-01-08                                 8.25          250,000            259,375
Chesapeake
      05-01-03                                 9.88          100,000            112,736
Gaylord Container
   Sr Nts
      06-15-07                                 9.75          150,000            144,750
   Sr Nts Series B
      06-15-07                                 9.38          100,000             94,500
Intl Paper
      11-15-12                                 5.13           85,000             71,866
Owens-Illinois
   Sr Nts
      05-15-07                                 8.10          250,000            260,442
      05-15-08                                 7.35          250,000            249,179
Packaging Corp of America
   Sr Sub Nts
      04-01-09                                 9.63          250,000(d)         260,000
Quno
   (U.S. Dollar) Sr Nts
      05-15-05                                 9.13          250,000(c)         263,125
Silgan Holdings
      06-01-09                                 9.00          100,000            103,000
Total                                                                         1,818,973

Real estate investment trust (0.3%)
Property Trust of America
      02-15-14                                 7.50          300,000            299,154

Restaurants & lodging (0.7%)
Domino's
   Sr Sub Nts
      01-15-09                                10.38          175,000(d)         182,000
MGM Grand
      02-06-08                                 6.88          500,000            460,568
Total                                                                           642,568

Retail (2.2%)
Federated Dept Stores
      02-15-28                                 7.00          250,000            245,113
Kroger
   Sr Nts
      07-15-06                                 8.15          500,000            548,240
Maxim Group
   Company Guaranty Series B
      10-15-07                                 9.25          250,000            251,250
Meyer (Fred)
   Company Guaranty
      03-01-08                                 7.45          250,000            262,473
Pep Boys - Manny, Moe & Jack
      06-01-05                                 7.00          300,000            292,056
Safeway
      11-15-01                                 5.88          500,000            501,324
Total                                                                         2,100,456

Textiles & apparel (0.5%)
Tommy Hilfiger USA
   Company Guaranty
      06-01-03                                 6.50          500,000            487,456

Transportation (1.6%)
Enterprise Rent-A-Car USA Finance
      02-15-08                                 6.80          200,000(d)         199,980
   Medium-term Nts
      12-15-99                                 8.75          300,000(d)         305,406
Greater Beijing
   (U.S. Dollar) Sr Nts
      06-15-04                                 9.25          100,000(c)          55,000
Hermes Europe RailTel
   (U.S. Dollar) Sr Nts
      01-15-09                                10.38          200,000(c)         213,000
Ryder System
   Series N
      05-15-01                                 9.25          150,000            158,675
Union Pacific
      02-01-08                                 6.63          500,000            500,753
Zhuhai Highway
   (U.S. Dollar) Sub Nts
      07-01-08                                12.00          250,000(c,d)       132,500
Total                                                                         1,565,314

Utilities -- electric (3.5%)
CalEnergy
   Sr Nts
      09-15-06                                 9.50          250,000            279,688
California Infrastructure-
   Pacific Gas & Electric
      06-25-02                                 6.15        1,000,000          1,006,369
Cleveland Electric Illuminating
   1st Mtge Series B
      05-15-05                                 9.50          250,000            266,912
CMS Energy
   Sr Nts
      05-15-02                                 8.13          200,000            205,764
   Sr Nts Series B
      11-15-00                                 7.38          300,000            302,325
Connecticut Light & Power
   1st Mtge Series C
      06-01-02                                 7.75          250,000            256,744
El Paso Electric
   1st Mtge Series D
      02-01-06                                 8.90          100,000            113,000
Houston Inds
      06-01-01                                 9.38          150,000            159,926
Israel Electric
   (U.S. Dollar) Sr Nts
      12-15-06                                 7.25          300,000(c)         302,307
Midland Funding
   Series A
      07-23-05                                11.75          100,000            113,000
Sithe Independence Funding
   Series A
      12-30-13                                 9.00          100,000            112,012
Western Massachusetts Electric
   1st Mtge Series B
      07-01-01                                 7.38          250,000            253,902
Total                                                                         3,371,949

Utilities -- gas (0.6%)
Columbia Gas System
   Series E
      11-28-10                                 7.32          500,000            511,430
Southwest Gas
   Series F
      06-15-02                                 9.75          100,000            109,391
Total                                                                           620,821

Utilities -- telephone (4.9%)
Airtouch Communications
      05-01-08                                 6.65          500,000            510,149
Cable & Wireless Communications
   (U.S. Dollar)
      03-06-03                                 6.38          500,000(c)         502,555
Call-Net Enterprises
   (U.S. Dollar) Sr Nts
      08-15-08                                 8.00          175,000(c)         171,500
Grupo Iusacell
   (U.S. Dollar)
      07-15-04                                10.00          100,000(c)          96,500
GTE Florida
      02-01-28                                 6.86          500,000            501,806
GTE North
   Series F
      02-15-10                                 6.38          500,000            502,841
Intermedia Communications
   Sr Nts Series B
      11-01-07                                 8.88          100,000            101,000
McLeod USA
   Sr Nts
      03-15-08                                 8.38          105,000            105,525
      02-15-09                                 8.13          250,000(d)         248,750
MetroNet Communications
   (U.S. Dollar) Sr Nts
      11-01-08                                10.63          200,000(c,d)       235,500
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      06-15-03                                10.03          300,000(c,e)       234,750
NEXTLINK Communications
   Sr Nts
      11-15-08                                10.75          500,000(d)         538,750
Primus Telecommunications Group
   Sr Nts
      08-01-04                                11.75          200,000            208,000
Qwest Communications Intl
      11-01-08                                 7.50          500,000(d)         525,244
RSL Communications
   (U.S. Dollar) Company Guaranty
      11-15-06                                12.25          250,000(c)         280,000
Total                                                                         4,762,870

Total bonds
(Cost: $87,708,805)                                                         $87,315,620


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Other (--%)

Issuer                                             Shares          Value(a)

Bell Technology
   Warrants                                          250            $24,375
Intermedia Communications
   Warrants                                          100             12,400
KMC Telecom Holdings
   Warrants                                          700              1,750
Primus Telecommunications
   Warrants                                          200              3,000
Versatel
   Warrants                                          100              7,000
Total                                                                48,525

Total other
(Cost: $5,331)                                                      $48,525

Short-term securities (8.8%)
Issuer                                    Annualized         Amount           Value(a)
                                         yield on date     payable at
                                          of purchase       maturity

U.S. government agencies
Federal Home Loan Bank Disc Nts
<S>                                            <C>          <C>                <C>
      05-26-99                                 4.70%        $800,000           $797,394
      06-30-99                                 4.73        1,600,000          1,586,715
Federal Home Loan Mtge Corp Disc Nts
      05-04-99                                 4.76          500,000            499,803
      05-06-99                                 4.80          600,000            599,603
      05-12-99                                 4.80          600,000            599,126
      05-18-99                                 4.79          600,000            598,482
      06-04-99                                 4.71          600,000            597,342
      06-04-99                                 4.78          700,000            696,863
      06-22-99                                 4.72        1,000,000            993,226
   Federal Natl Mtge Assn Disc Nts
      05-19-99                                 4.71          500,000            498,828
      05-19-99                                 4.72        1,100,000          1,097,414

Total short-term securities
(Cost: $8,565,716)                                                           $8,564,796

Total investments in securities
(Cost: $96,279,852)(g)                                                      $95,928,941


See accompanying notes to investments in securities.

</TABLE>
<PAGE>

Notes to investments in securities

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

(b) Non-income producing.  For long-term debt securities,  item identified is in
default as to payment of interest and/or principal.

(c) Foreign  security values are stated in U.S.  dollars.  For debt  securities,
principal  amounts are  denominated in the currency  indicated.  As of April 30,
1999, the value of foreign securities represented 9.63% of net assets.

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

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

(f) The following abbreviation is used in portfolio descriptions to identify the
insurer of the issue:

MBIA -- Municipal Bond Investors Assurance

(g) At April 30, 1999,  the cost of securities  for federal  income tax purposes
was $96,241,943 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

Unrealized appreciation                                           $1,753,337
Unrealized depreciation                                           (2,066,339)
                                                                  ----------
Net unrealized depreciation                                        $(313,002)

See accompanying notes to investments in securities.

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

IDS Life Series Fund, Inc.
Money Market Portfolio
April 30, 1999

(Percentages represent value of investments compared to net assets)

U.S. government agency (8.5%)
Issuer                                     Annualized       Amount            Value(a)
                                         yield on date     payable at
                                          of purchase       maturity

Federal Home Loan Mtge Corp Disc Nt
<S>                                            <C>        <C>                <C>
   06-22-99                                    4.72%      $3,900,000         $3,873,581

Total U.S. government agency
(Cost: $3,873,581)                                                           $3,873,581

Certificate of deposit (3.7%)
U.S. Bank Minneapolis
   07-30-99                                    4.98%      $1,700,000         $1,700,000

Total certificate of deposit
(Cost: $1,700,000)                                                           $1,700,000

Commercial paper (79.3%)

Automotive & related (7.6%)
Daimler-Benz
   07-13-99                                    4.86%      $1,900,000         $1,881,661
Ford Motor Credit
   07-08-99                                    4.87        1,600,000          1,585,584
Total                                                                         3,467,245

Banks and savings & loans (14.1%)
ANZ (Delaware)
   10-12-99                                    4.91        1,300,000          1,271,573
Kredietbank North America Finance
   05-10-99                                    4.86        2,000,000          1,997,600
NBD Bank Canada
   06-21-99                                    4.91        1,000,000            993,129
Westpac Capital
   06-10-99                                    4.92        1,600,000          1,591,431
   10-19-99                                    4.91          600,000            586,320
Total                                                                         6,440,053

Broker dealers (7.6%)
Bear Stearns
   05-26-99                                    4.86          500,000            498,337
Morgan Stanley, Dean Witter, Discover & Co
   05-13-99                                    4.90          500,000            499,190
   07-12-99                                    4.87          800,000            792,304
Goldman Sachs Group
   10-13-99                                    4.91        1,700,000          1,662,600
Total                                                                         3,452,431

Commercial finance (16.4%)
Delaware Funding
   06-18-99                                    4.89        1,800,000(b)       1,788,384
Falcon Asset
   05-14-99                                    4.90          600,000(b)         598,943
   05-20-99                                    4.91        1,300,000(b)       1,296,666
New Center Asset Trust
   06-04-99                                    4.93        1,700,000          1,692,229
Variable Funding Capital
   07-20-99                                    4.86        2,100,000(b)       2,077,553
Total                                                                         7,453,775

Energy (4.6%)
Petrofina (Delaware)
   07-14-99                                    4.86        2,100,000          2,079,237

Financial services (18.6%)
Associates First Capital
   07-30-99                                    4.87          900,000            889,200
Corporate Receivables
   07-16-99                                    4.89        2,100,000(b)       2,078,586
Intl Lease Finance
   05-11-99                                    4.91        1,500,000          1,497,987
Sheffield Receivables
   05-17-99                                    4.92        2,000,000(b)       1,995,662
Windmill Funding
   05-04-99                                    4.87        2,000,000(b)       1,999,197
Total                                                                         8,460,632

Health care (1.3%)
Becton Dickinson
   07-13-99                                    4.85          600,000            594,160

Insurance (1.3%)
American General Finance
   05-07-99                                    4.89          600,000            599,518

Miscellaneous (5.4%)
Thames Asset Global
   08-16-99                                    4.90        2,000,000(b)       1,971,348
USAA Capital
   08-26-99                                    4.87          500,000            492,216
Total                                                                         2,463,564

Utilities -- electric (2.4%)
Northern States Power
   05-07-99                                    4.88        1,100,000          1,099,105

Total commercial paper
(Cost: $36,109,720)                                                         $36,109,720


Letters of credit (8.7%)
Bank of America-
AES Hawaii
   06-09-99                                    4.90%      $2,000,000         $1,989,492
Bank of New York-
River Fuel Trust
   07-27-99                                    4.88        2,000,000(b)       1,976,655

Total letters of credit
(Cost: $3,966,147)                                                           $3,966,147

Total investments in securities
(Cost: $45,649,448)(c)                                                      $45,649,448



Notes to investments in securities

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

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

(c) Also  represents  the cost of securities  for federal income tax purposes at
April 30, 1999.



See accompanying notes to investments in securities.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

IDS Life Series Fund, Inc.
Managed Portfolio
April 30, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (62.5%)
Issuer                                                       Shares           Value(a)

Banks and savings & loans (4.7%)
<S>                                                          <C>            <C>
Bank of America                                              140,000        $10,053,750
Mellon Bank                                                   80,000          5,945,000
Washington Mutual                                            140,000          5,757,500
Wells Fargo                                                  240,000         10,365,000
Total                                                                        32,121,250

Chemicals (0.8%)
Waste Management                                             100,000          5,650,000

Communications equipment & services (3.1%)
American Tower Cl A                                          300,000(b)       6,356,250
Lucent Technologies                                          150,000          9,018,750
Nortel Networks                                               90,000(b,c)     6,136,875
Total                                                                        21,511,875

Computers & office equipment (14.0%)
America Online                                               150,000         21,412,500
Ascend Communications                                         80,000(b)       7,730,000
BMC Software                                                 160,000(b)       6,890,000
Cisco Systems                                                140,000(b)      15,968,750
Dell Computer                                                160,000(b)       6,590,000
Fiserv                                                        40,000(b)       2,342,500
Inktomi                                                       30,000(b)       3,592,500
Intl Business Machines                                        40,000          8,367,500
Microsoft                                                    280,000(b)      22,767,500
Total                                                                        95,661,250

Electronics (2.5%)
Intel                                                        180,000         11,013,750
Maxim Integrated Products                                    110,000(b)       6,160,000
Total                                                                        17,173,750

Financial services (2.1%)
Citigroup                                                    110,000          8,277,500
Mutual Risk Management                                       150,000(c)       5,831,250
Total                                                                        14,108,750

Food (1.9%)
Keebler Foods                                                200,000(b)       6,425,000
U.S. Foodservice                                             160,000(b)       6,730,000
Total                                                                        13,155,000

Health care (8.7%)
American Home Products                                       165,000         10,065,000
Boston Scientific                                            400,000(b)      17,025,000
Guidant                                                      100,000          5,368,750
Medtronic                                                    140,000         10,071,250
Pfizer                                                        80,000          9,205,000
Schering-Plough                                              170,000          8,213,125
Total                                                                        59,948,125

Industrial equipment & services (0.4%)
Illinois Tool Works                                           40,000          3,080,000

Insurance (1.9%)
ACE                                                          150,000(c)       4,537,500
American Intl Group                                           70,000          8,220,625
Total                                                                        12,758,125

Leisure time & entertainment (1.2%)
Harley-Davidson                                              140,000          8,347,500

Media (3.5%)
Comcast Cl A                                                 140,000          8,802,500
MediaOne Group                                               190,000(b)      15,496,875
Total                                                                        24,299,375

Multi-industry conglomerates (6.1%)
Danaher                                                      140,000          9,301,250
General Electric                                             160,000         16,880,000
Tyco Intl                                                    190,000(c)      15,437,500
Total                                                                        41,618,750

Retail (6.4%)
Costco Companies                                              60,000(b)       4,856,250
CVS                                                          170,000          8,096,250
Kohl's                                                        80,000(b)       5,315,000
Kroger                                                        70,000(b)       3,801,875
Rite Aid                                                     210,000          4,895,625
Safeway                                                      125,000(b)       6,742,188
Wal-Mart Stores                                              220,000         10,120,000
Total                                                                        43,827,188

Utilities -- telephone (5.1%)
Ameritech                                                    100,000          6,843,750
AT&T                                                         135,000          6,817,500
MCI WorldCom                                                 260,000(b)      21,368,750
Total                                                                        35,030,000

Total common stocks
(Cost: $280,280,545)                                                       $428,290,938


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Preferred stock & other (0.2%)

Issuer                                               Shares          Value(a)

Bar Technologies
   Warrants                                            500            $27,500
Bell Technology
   Warrants                                            750             73,125
Century Maintenance
   13.25% Pay-in-kind Series C                      10,636(e)       1,169,960
Clearnet Communications
   Warrants                                            990              7,920
Poland Telecom
   Warrants                                            775(c)          27,125
Vialog
Warrants                                             2,075            103,750

Total preferred stock & other
(Cost: $1,257,050)                                                 $1,409,380

Bonds (28.6%)
Issuer                                       Coupon         Principal         Value(a)
                                              rate            amount

Government obligations (7.2%)
Govt of Algeria
   (U.S. Dollar)
<S>                                            <C>           <C>                <C>
      03-04-00                                 7.06%         $45,455(c)         $40,455
Govt of Russia
   (Russian Ruble)
      09-27-00                                14.00        3,158,829(b,c)         3,586
Govt Trust Certs Israel
      11-15-01                                 9.25          154,481            158,335
U.S. Treasury
      11-15-05                                 5.88       22,000,000         22,617,082
      05-15-07                                 6.63       20,500,000(f)      22,077,291
      08-15-23                                 6.25        4,000,000          4,162,960
Total                                                                        49,059,709

Mortgage-backed securities (7.1%)
Federal Home Loan Mtge Corp
      03-01-13                                 5.50          909,544            884,840
      11-01-22                                 8.00          271,809            284,986
      08-01-24                                 8.00          289,211            301,604
      07-01-28                                 6.00        2,425,952          2,354,459
Federal Natl Mtge Assn
      02-15-08                                 5.75       10,000,000          9,931,055
      01-01-09                                 5.50        1,275,415          1,246,182
      06-01-10                                 6.50        1,065,106          1,075,980
      08-01-11                                 8.50          753,232            786,262
      09-01-13                                 6.00          930,534            923,475
      04-01-22                                 8.00          100,661            105,164
      04-01-23                                 8.50          150,292            158,798
      05-01-24                                 6.00        1,443,286          1,405,270
      06-01-24                                 9.00           76,055             81,416
      06-01-25                                 8.50          307,732(f)         323,710
      08-01-25                                 7.50          446,171            459,096
      09-01-25                                 6.50          840,379            835,984
      09-01-25                                 7.00          613,024            621,888
      12-01-25                                 7.00        1,459,743          1,480,850
      02-01-26                                 7.00          620,490            629,270
      04-01-26                                 7.00          740,221            750,695
      05-01-26                                 7.50        1,367,709          1,406,908
      09-01-26                                 7.50          686,695            706,376
      09-01-28                                 6.00        2,058,691          1,996,745
      09-01-28                                 6.50        1,985,029          1,973,880
      11-01-28                                 6.00        5,966,152          5,787,281
      12-01-28                                 6.00        3,975,572          3,855,946
      12-01-28                                 6.50        1,979,419          1,968,453
      01-01-29                                 6.50        2,966,447          2,950,013
   Collateralized Mtge Obligation
      09-25-08                                 4.50        1,500,000          1,393,000
Merrill Lynch Mtge Investors
      06-15-21                                 7.99          206,726(d)         192,352
Merrill Lynch Mtge Investors Cl D
   Series 1996-C2
      12-21-28                                 6.96          900,000            871,083
Total                                                                        47,743,021

Aerospace & defense (0.1%)
Northrop-Grumman
      03-01-16                                 7.75          500,000            520,035

Airlines (--%)
Continental Airlines
   Series 1996A
      04-15-15                                 6.94          465,264            473,187

Automotive & related (0.1%)
MSX Intl
   Company Guaranty
      01-15-08                                11.38          855,000            855,000

Banks and savings & loans (1.1%)
Banca Commercial Italian
   (U.S. Dollar)
      07-15-07                                 8.25          500,000(c)         542,284
Banco General
   (U.S. Dollar)
      08-01-02                                 7.70          750,000(c,d)       693,968
BankAmerica
   Sub Nts Series B
      12-31-26                                 7.70        1,000,000(d)       1,007,863
CEI Citicorp Holdings
   (Argentine Peso)
      02-14-07                                11.25          250,000(c,d)       185,000
Dao Heng Bank
   (U.S. Dollar) Sub Nts
      01-24-07                                 7.75          750,000(c,d)       695,625
Firstar Capital
   Company Guaranty Series B
      12-15-26                                 8.32          500,000            518,777
Mellon Capital
   Company Guaranty Series A
      12-01-26                                 7.72          750,000            762,005
Morgan (JP)
   Sr Sub Medium-term Nts Series A
      02-15-12                                 5.70          500,000(h)         448,530
Norwest
   Sr Medium-term Nts Series G
      09-15-02                                 6.38          800,000            809,661
Riggs Natl
   Sub Nts
      02-01-06                                 8.50          100,000            104,250
Union Planters Bank
   Sub Nts
      03-15-18                                 6.50          500,000            486,849
Union Planters Capital
   Company Guaranty
      12-15-26                                 8.20        1,000,000            991,222
Wilshire Financial Services
   Series B
      08-15-04                                13.00          750,000(b)         112,500
Total                                                                         7,358,534

Building materials & construction (0.4%)
Formica
   Sr Sub Nts
      03-01-09                                10.88          850,000(d)         859,562
Foster Wheeler
      11-15-05                                 6.75          750,000            726,595
Pulte
   Sr Nts
      12-15-03                                 7.00          500,000            509,180
Tyco Intl Group
   (U.S. Dollar) Company Guaranty
      01-15-29                                 6.88          700,000(c)         682,200
Total                                                                         2,777,537

Chemicals (0.3%)
Allied Waste North America
   Company Guaranty Series B
      01-01-09                                 7.88          700,000            687,750
Waste Management
   Sr Nts
      07-15-28                                 7.00        1,500,000          1,449,237
Total                                                                         2,136,987

Communications equipment & services (0.8%)
Jordan Telecommunications Products
   Sr Nts Series B
      08-01-07                                 9.88        1,000,000          1,010,000
NTL
   Zero Coupon Sr Nts Series B
      04-01-03                                 9.10        1,515,000(g)       1,064,288
PhoneTel Technologies
   Sr Nts
      12-15-06                                12.00        1,000,000(b)         290,000
Talton Holdings
   Company Guaranty Sr Nts Series B
      06-30-07                                11.00          315,000            284,288
U S West Capital Funding
   Company Guaranty
      07-15-28                                 6.88        1,000,000            993,010
Vialog
   Company Guaranty
      11-15-01                                12.75        2,075,000          1,691,124
Total                                                                         5,332,710

Computers & office equipment (0.2%)
Cooperative Computing
   Sr Sub Nts
      02-01-08                                 9.00          500,000            450,000
Globix
   Sr Nts
      05-01-05                                13.00          750,000            771,563
Total                                                                         1,221,563

Electronics (0.2%)
Hyundai Semiconductor
  (U.S. Dollar) Sr Nts
      05-15-07                                 8.63          500,000(c,d)       423,139
Reliance Electric
      04-15-03                                 6.80          500,000            515,962
Thomas & Betts
      01-15-06                                 6.50          400,000            401,024
Total                                                                         1,340,125

Energy (0.7%)
Enron Oil & Gas
      11-15-06                                 6.70        1,000,000          1,016,482
Honam Oil Refinery
   (U.S. Dollar)
      10-15-05                                 7.13        1,000,000(c,d)       945,000
Parker & Parsley Petroleum
   Sr Nts
      08-15-07                                 8.25          500,000            455,302
Rayovac
   Sr Sub Nts Series B
      11-01-06                                10.25          925,000          1,011,719
USX
      03-01-08                                 6.85        1,500,000          1,495,883
Total                                                                         4,924,386

Energy equipment & services (0.1%)
Northern Offshore ASA
   (U.S. Dollar) Company Guaranty
      05-15-05                                10.00        1,250,000(c,d)       475,000

Financial services (0.5%)
Arcadia Financial
   Sr Nts
      03-15-07                                11.50        1,000,000            815,000
Bat-CRAVE-800
      08-12-00                                 6.68          700,000(d)         706,075
GenAmerica Capital
   Company Guaranty
      06-30-27                                 8.53          500,000            476,262
Salomon
   Sr Nts
      01-15-06                                 6.75          500,000            501,265
Wilmington Trust
      05-01-08                                 6.63          800,000            793,333
Total                                                                         3,291,935

Food (0.1%)
Daya Guna
   (U.S. Dollar) Company Guaranty
      06-01-07                                10.00          400,000(c,d)       296,000
RAB Enterprises
   Company Guaranty
      05-01-05                                10.50        1,250,000            687,500
Total 983,500

Health care (0.2%)
Watson Pharmaceuticals
   Sr Nts
      05-15-08                                 7.13        1,500,000          1,501,431

Health care services (0.7%)
Paracelsus Healthcare
   Sr Sub Nts
      08-15-06                                10.00        1,000,000            720,000
Physician Sales & Service
   Company Guaranty
      10-01-07                                 8.50        1,000,000          1,018,750
Service Corp Intl
      03-15-08                                 6.50        1,500,000          1,430,972
Tenet Healthcare
   Sr Sub Nts
      12-01-08                                 8.13        1,800,000(d)       1,750,482
Total                                                                         4,920,204

Household products (--%)
Scotts
   Sr Sub Nts
      01-15-09                                 8.63          290,000(d)         300,513

Industrial equipment & services (0.3%)
Ametek
   Sr Nts
      07-15-08                                 7.20        1,500,000          1,438,627
Case
      08-01-05                                 7.25          850,000            860,035
Total                                                                         2,298,662

Insurance (0.6%)
American United Life Insurance
      03-30-26                                 7.75          500,000(d)         505,040
Americo Life
   Sr Sub Nts
      06-01-05                                 9.25          600,000            615,000
New England Mutual
      02-15-24                                 7.88          250,000(d)         271,476
Presidential Life
   Sr Nts
      02-15-09                                 7.88          750,000            731,226
Principal Mutual
      03-01-44                                 8.00          250,000(d)         261,988
SAFECO Capital
   Company Guaranty
      07-15-37                                 8.07        1,000,000            993,015
SunAmerica
      08-30-05                                 7.34          700,000            746,756
Total                                                                         4,124,501

Leisure time & entertainment (0.4%)
Coast Hotels & Casino
   Sr Sub Nts
      04-01-09                                 9.50          900,000(d)         920,250
Time Warner
   Sr Nts
      01-15-28                                 6.95          500,000            498,080
Trump Atlantic City Assn/Funding
   1st Mtge Company Guaranty
      05-01-06                                11.25        1,000,000            875,000
United Artists Theatres
   Series 1995A
      07-01-15                                 9.30          708,359            636,680
Total                                                                         2,930,010

Media (1.8%)
Capstar Broadcasting
   Zero Coupon Sr Disc Nts
      02-01-02                                 7.49        1,000,000(d,g)       855,000
Chancellor Media
   Sr Nts
      11-01-08                                 8.00        1,000,000(d)       1,032,500
Cox Communications
      06-15-25                                 7.63          500,000            539,712
CSC Holdings
   Sr Nts
      07-15-08                                 7.25        1,000,000          1,014,566
   Sr Sub Nts
      11-01-05                                 9.25          500,000            538,750
Globo Communicacoes Participacoes
   (U.S. Dollar) Sr Nts
      12-05-08                                10.63        1,000,000(c,d)       807,500
Outdoor Systems
   Company Guaranty
      06-15-07                                 8.88        1,000,000          1,065,000
Paxson Communications
   Sr Sub Nts
      10-01-02                                11.63        1,000,000          1,047,500
Price Communications Wireless
   Company Guaranty Series B
      12-15-06                                 9.13        1,000,000          1,052,500
Rogers Cablesystems
   (Canadian Dollar)
      01-15-14                                 9.65          600,000(c)         453,953
Sony
   (U.S. Dollar)
      03-04-03                                 6.13        1,400,000(c)       1,409,568
TCI Communications
      08-01-15                                 8.75        1,000,000          1,208,707
TeleWest Communications
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      04-15-09                                 9.25          400,000(c,d)       270,000
Time Warner Entertainment
   Sr Nts
      07-15-33                                 8.38          500,000            586,566
Turner Broadcasting
      07-01-13                                 8.38          250,000            286,632
Total                                                                        12,168,454

Metals (0.1%)
EnviroSource
   Sr Nts
      06-15-03                                 9.75          170,000             98,600
   Sr Nts Series B
      06-15-03                                 9.75          400,000            232,000
Imexsa Export Trust
   (U.S. Dollar)
      05-31-03                                10.13          439,901(c,d)       422,305
Total                                                                           752,905

Miscellaneous (1.2%)
Advanced Glassfiber Yarn
   Sr Sub Nts
      01-15-09                                 9.88          615,000(d)         628,838
Bistro Trust
   Sub Nts
      12-31-02                                 9.50        1,000,000(d)         962,200
Centaur Mining & Exploration
   (U.S. Dollar) Company Guaranty
      12-01-07                                11.00          500,000(c)         472,500
DTE Burns Harbor LLC
   (U.S. Dollar) Sr Nts
      01-30-03                                 6.57          630,840(c,d)       613,807
Great Central Mines
   (U.S. Dollar) Sr Nts
      04-01-08                                 8.88        1,000,000(c,d)       990,000
ISG Resources
      04-15-08                                10.00          835,000            860,050
Nationwide Credit
   Sr Nts Series A
      01-15-08                                10.25          750,000            401,250
Norcal Waste Systems
   Company Guaranty Series B
      11-15-05                                13.50          500,000            556,250
NSM Steel
   Company Guaranty
      02-01-06                                12.00          625,000(b,d)       125,781
NTex
   (U.S. Dollar) Sr Nts
      06-01-06                                11.50          700,000(c)         647,500
Outsourcing Solutions
   Sr Sub Nts Series B
      11-01-06                                11.00        1,000,000            995,000
Poland Telecom Finance
   (U.S. Dollar) Company Guaranty Series B
      12-01-07                                14.00          775,000(c)         709,125
United Inds
   Sr Sub Nts
      04-01-09                                 9.88          360,000(d)         375,300
Total                                                                         8,337,601

Multi-industry conglomerates (0.5%)
Coltec Inds
   Company Guaranty
      04-15-08                                 7.50        1,000,000          1,047,500
Crane
      06-15-99                                 7.25          250,000            250,364
Hutchison Whampoa Finance
   (U.S. Dollar) Company Guaranty
      08-01-17                                 7.45          250,000(c,d)       229,285
Prime Succession
   Sr Sub Nts
      08-15-04                                10.75        1,000,000            721,250
USI American Holdings
   Sr Nts Series B
      12-01-06                                 7.25          850,000            859,282
Total                                                                         3,107,681

Paper & packaging (0.5%)
Doman Inds
   (U.S. Dollar) Sr Nts Series B
      11-15-07                                 9.25          350,000(c)         238,000
Gaylord Container
   Sr Nts Series B
      06-15-07                                 9.38        1,000,000            945,000
Intl Paper
      11-15-12                                 5.13          250,000            211,372
Owens-Illinois
   Sr Nts
      05-15-08                                 7.35        1,500,000          1,495,071
Packaging Corp of America
   Sr Sub Nts
      04-01-09                                 9.63          250,000(d)         260,000
Repap New Brunswick
   (U.S. Dollar) Sr Nts
      06-01-04                                 9.00          600,000(c)         580,500
Total                                                                         3,729,943

Real estate investment trust (0.1%)
Property Trust of America
      02-15-14                                 7.50          750,000            747,886

Restaurants & lodging (0.1%)
Domino's
   Sr Sub Nts
      01-15-09                                10.38          650,000(d)         676,000

Retail (0.2%)
Meyer (Fred)
   Company Guaranty
      03-01-08                                 7.45        1,000,000          1,049,891
Pep Boys - Manny, Moe & Jack
      06-01-05                                 7.00          500,000            486,761
Total                                                                         1,536,652

Textiles & apparel (0.2%)
Anvil Knitwear
   Sr Nts Series B
      03-15-07                                10.88        1,000,000            500,000
Westpoint Stevens
   Sr Nts
      06-15-08                                 7.88          750,000            774,375
Total                                                                         1,274,375

Transportation (0.3%)
American Architectural
   Company Guaranty
      12-01-07                                11.75        1,000,000            800,000
Enterprises Shipholding
   (U.S. Dollar) Sr Nts
      05-01-08                                 8.88        1,000,000(c)         700,000
Greater Beijing First Expressways
   (U.S. Dollar) Sr Nts
      06-15-04                                 9.25          200,000(c)         110,000
      06-15-07                                 9.50          300,000(c)         159,000
Total                                                                         1,769,000

Utilities -- electric (1.1%)
Alabama Power
   1st Mtge
      12-01-24                                 9.00          300,000            322,238
California Infrastructure-
   Pacific Gas & Electric Series 1997-1
      09-25-05                                 6.32        1,000,000          1,018,010
Cleveland Electric Illuminating
   1st Mtge Series B
      05-15-05                                 9.50        1,000,000          1,067,649
CMS Energy
   Sr Nts
      11-15-04                                 7.63          500,000            511,357
Connecticut Light & Power
   1st Mtge Series C
      06-01-02                                 7.75        1,000,000          1,026,975
El Paso Electric
   1st Mtge Series D
      02-01-06                                 8.90          650,000            734,500
Jersey Central Power & Light
   1st Mtge
      11-01-25                                 6.75        1,000,000            938,138
Salton Sea Funding
   Series C
      05-30-10                                 7.84          300,000            317,507
Sithe Independence Funding
   Series A
      12-30-13                                 9.00          150,000            168,018
Texas-New Mexico Power
   1st Mtge Series U
      09-15-00                                 9.25          400,000            415,000
TU Electric Capital
   Company Guaranty
      01-30-37                                 8.18          750,000            781,078
Total                                                                         7,300,470

Utilities -- telephone (1.4%)
Airtouch Communications
      05-01-08                                 6.65        1,000,000          1,020,298
Bell Atlantic
      09-01-08                                 6.38           70,000             68,670
   Series P
      01-01-06                                 4.88          130,000            121,722
Geotek Communications
   Cv Sr Sub Nts
      02-15-01                                12.00          205,000(b)             256
GTE North
   Series F
      02-15-10                                 6.38        1,000,000          1,005,682
Intermedia Communications
   Sr Nts Series B
      11-01-07                                 8.88          500,000            505,000
Zero Coupon Sr Disc Nts Series B
      07-15-02                                 9.54        1,000,000(g)         767,500
ITC Deltacom
   Sr Nts
      03-01-08                                 8.88        1,150,000          1,187,375
McLeod USA
   Sr Nts
      02-15-09                                 8.13          500,000(d)         497,500
MetroNet Communications
   (U.S. Dollar) Sr Nts
      11-01-08                                10.63          400,000(c,d)       471,000
   (U.S. Dollar) Zero Coupon Sr Disc Nts
      06-15-03                                 9.95          250,000(c,g)       195,625
Mountain States Telephone & Telegraph
      06-01-05                                 5.50           80,000             77,159
Qwest Communications Intl
      11-01-08                                 7.50        1,000,000(d)       1,050,488
Rogers Cantel
   (U.S. Dollar)
      06-01-08                                 9.38          450,000(c)         497,250
RSL Communications
   (U.S. Dollar) Company Guaranty
      11-15-08                                10.50          500,000(c)         522,500
U S WEST Communications
      11-10-26                                 7.20          700,000            697,495
WorldCom
      04-01-07                                 7.75        1,000,000          1,079,437
Total                                                                         9,764,957

Total bonds
(Cost: $200,818,460)                                                       $195,734,474

Issuer                                      Annualized      Amount            Value(a)
                                          yield on date   Payable at
                                           of purchase     maturity
U.S. government agencies (7.8%)
Federal Home Loan Mtge Corp Disc Nts
      05-07-99                                 4.80%      $1,200,000         $1,199,046
      05-10-99                                 4.77        2,700,000          2,696,801
      05-12-99                                 4.73        1,600,000          1,597,692
      05-18-99                                 4.79        2,100,000          2,094,687
      05-24-99                                 4.71       17,500,000         17,447,563
      06-16-99                                 4.75        4,100,000          4,072,968
      06-21-99                                 4.72        4,700,000          4,667,675
      06-22-99                                 4.72        2,600,000          2,582,386
Federal Natl Mtge Assn Disc Nts
      05-07-99                                 4.72        8,500,000          8,493,327
      06-17-99                                 4.73        9,000,000          8,943,918
Total 53,796,063

Commercial paper (0.3%)
Deutsche Bank Financial
      06-15-99                                 4.81          500,000            497,013
Fleet Funding
      06-09-99                                 4.82        1,300,000(i)       1,293,240
Total                                                                         1,790,253

Total short-term securities
(Cost: $55,591,168)                                                         $55,586,316

Total investments in securities
(Cost: $537,947,223)(j)                                                    $681,021,108



See accompanying notes to investments in securities.

</TABLE>
<PAGE>

Notes to investments in securities

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

(b) Non-income producing.  For long-term debt securities,  item identified is in
default as to payment of interest and/or principal.

(c) Foreign  security values are stated in U.S.  dollars.  For debt  securities,
principal  amounts are  denominated in the currency  indicated.  As of April 30,
1999, the value of foreign securities represented 6.93% of net assets.

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

(e) Pay-in-kind  securities are securities in which the issuer makes interest or
dividend payments in cash or in additional  securities.  The securities  usually
have the same terms as the original holdings.

(f) Partially  pledged as initial  margin  deposit on the  following  open stock
index futures purchase contracts (see Note 7 to the financial statements):

Type of security                                                     Contracts
S&P 500 Index, June 1999                                                    44

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

(h) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on April 30, 1999.

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

(j) At April 30, 1999,  the cost of securities  for federal  income tax purposes
was   $537,884,462   and  the  aggregate  gross   unrealized   appreciation  and
depreciation based on that cost was:

Unrealized appreciation                                          $154,689,047
Unrealized depreciation                                           (11,552,401)
                                                                  -----------
Net unrealized appreciation                                      $143,136,646



See accompanying notes to investments in securities.
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

IDS Life Series Fund, Inc.
Government Securities Portfolio
April 30, 1999

(Percentages represent value of investments compared to net assets)

Bonds (92.9%)
Issuer                                       Coupon          Principal        Value(a)
                                              rate            amount

Mortgage-backed securities (74.1%)
Federal Home Loan Mtge Corp
<S>                                            <C>          <C>                <C>
      06-01-12                                 7.00%        $170,754           $174,702
      01-01-13                                 6.00          357,799            355,621
      02-01-13                                 6.50          245,802            248,580
      12-01-27                                 6.00          289,145            281,058
      05-01-28                                 7.00          345,957            351,022
      08-01-28                                 7.00          190,079            192,950
Federal Natl Mtge Assn
      02-13-04                                 5.13        1,125,000          1,101,388
      02-15-08                                 5.75          550,000            546,208
      05-15-08                                 6.00          400,000            403,038
      03-01-10                                 5.50          500,000(b)         485,313
      03-01-10                                 6.50          630,000(b)         635,709
      06-01-10                                 6.50          266,276            268,995
      08-01-11                                 8.50           97,920            102,214
      09-01-12                                 7.00          179,656            183,643
      03-01-13                                 6.00          183,566            182,344
      04-01-13                                 5.50          375,948            365,451
      06-01-13                                 6.00          720,837            715,370
      07-01-13                                 6.00          466,950            463,009
      07-01-13                                 6.50          458,322            462,594
      03-01-23                                 9.00           75,757             81,049
      04-01-23                                 8.50          150,292            158,798
      09-01-23                                 8.50          208,473            220,403
      03-01-25                                 6.50        1,000,000(b)         994,063
      03-01-25                                 7.00          500,000(b)         506,719
      03-01-25                                 8.50           60,597             63,799
      09-01-25                                 7.00          180,266            182,873
      04-01-27                                 6.50          241,449            240,441
      03-01-28                                 6.50        1,034,874          1,029,260
      04-01-28                                 6.00          287,692            279,072
      08-01-28                                 7.00          455,631            462,030
      09-01-28                                 6.00          665,197            645,181
      10-01-28                                 6.00          737,617            715,422
      10-01-28                                 7.00        1,012,159          1,026,157
      11-01-28                                 6.00          494,912            480,065
      12-01-28                                 6.50          494,855            492,113
      12-01-28                                 7.00          386,066            391,495
      03-01-29                                 6.50          497,083            494,329
   Collateralized Mtge Obligation
      07-18-19                                 5.50          250,000            246,295
Govt Natl Mtge Assn
      05-15-17                                 8.00           33,083             34,887
Total                                                                        16,263,660

U.S. government obligations (18.8%)
Resolution Funding Corp
      10-15-19                                 8.13          400,000            491,213
   Zero Coupon
      04-15-05                                 5.66          200,000(c)         143,401
      10-15-09                                 7.12          460,000(c)         250,026
U.S. Treasury
      02-28-03                                 5.50          150,000            151,273
      11-15-16                                 7.50          700,000            820,473
      08-15-23                                 6.25          725,000            754,537
      11-15-24                                 7.50          895,000          1,081,333
      08-15-25                                 6.88          150,000            169,176
   TIPS
      01-15-09                                 3.88          250,000(d)         249,610
Total 4,111,042

Total bonds
(Cost: $20,135,917)                                                         $20,374,702

Short-term securities (18.2%)

Issuer                                     Annualized         Amount          Value(a)
                                          yield on date     payable at
                                           of purchase       maturity
U.S. government agencies
Federal Home Loan Bank Disc Nts
      05-21-99                                 4.77%        $700,000           $698,157
      05-26-99                                 4.70          700,000            697,720
Federal Home Loan Mtge Corp Disc Nts
      05-06-99                                 4.80        1,300,000          1,299,138
      05-14-99                                 4.69          600,000            598,986
      06-15-99                                 4.73          700,000            695,879

Total short-term securities
(Cost: $3,989,880)                                                           $3,989,880

Total investments in securities
(Cost: $24,125,797)(e)                                                      $24,364,582


See accompanying notes to investments in securities.

</TABLE>
<PAGE>

Notes to investments in securities

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

(b) At April 30, 1999,  the cost of  securities  purchased,  including  interest
purchased, on a when-issued basis was $2,633,060.

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

(d) U.S. Treasury inflation-protection securities (TIPS) are securities in which
the  principal  amount is adjusted for  inflation  and the  semiannual  interest
payments equal a fixed percentage of the inflation-adjusted principal amount.

(e) At April 30, 1999,  the cost of securities  for federal  income tax purposes
was $24,123,314 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

Unrealized appreciation                                               $336,432
Unrealized depreciation                                                (95,164)
                                                                       -------
Net unrealized appreciation                                           $241,268



See accompanying notes to investments in securities.

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

IDS Life Series Fund, Inc.
International Equity Portfolio
April 30, 1999

(Percentages represent value of investments compared to net assets)

Common stocks (83.5%)
Issuer                                                        Shares          Value(a)

Argentina (0.3%)

Utilities -- telephone
<S>                                                           <C>              <C>
Telefonica de Argentina ADR                                   23,000           $859,625

Australia (1.7%)

Insurance (0.8%)
AMP                                                          186,000          2,172,462

Transportation (0.9%)
Brambles Inds                                                 88,000          2,585,880

Canada (1.0%)

Multi-industry conglomerates (0.5%)
Bombardier Cl B                                               99,100          1,536,961

Utilities -- telephone (0.5%)
BCE                                                           31,800          1,452,863

France (15.7%)

Banks and savings & loans (3.1%)
Banque Natl de Paris                                         106,643          8,839,670

Electronics (2.2%)
SGS-Thomson Microelectronics                                  59,990          6,249,805

Energy (6.8%)
Elf Aquitaine                                                 57,644          8,953,278
Total Petroleum Cl B                                          75,474         10,335,062
Total                                                                        19,288,340

Food (1.1%)
Sodexho Alliance                                              19,048          3,125,586

Industrial equipment & services (2.1%)
Castorama Dubois                                              24,440          5,848,978

Utilities -- electric (0.4%)
Suez Lyonnaise des Eaux                                        6,193          1,053,507

Germany (6.9%)

Automotive & related (3.5%)
Bayerische Motoren Werke                                       8,030          5,752,490
Volkswagen                                                    59,008          4,183,543
Total                                                                         9,936,033

Industrial equipment & services (3.4%)
Mannesmann                                                    72,546          9,550,856

Hong Kong (0.6%)

Multi-industry conglomerates
Hutchison Whampoa                                            200,000          1,793,320

Italy (6.2%)

Banks and savings & loans (5.9%)
Banca Intesa                                                 884,710          4,711,346
Instituto Bancario San Paolo di Torino                       398,411          5,977,640
Unicredito Italiano                                        1,205,780          6,115,355
Total                                                                        16,804,341

Utilities -- telephone (0.3%)
Telecom Italia                                                85,169            906,198

Japan (5.6%)

Automotive & related (0.5%)
Honda Motor                                                   35,000          1,541,939

Banks and savings & loans (0.2%)
Sakura Bank                                                  169,000            652,526

Computers & office equipment (1.2%)
Fujitsu                                                      201,000          3,442,728

Electronics (0.8%)
Fujikura                                                      39,000            203,174
Tokyo Electron                                                38,000          2,164,245
Total                                                                         2,367,419

Media (0.5%)
Sony                                                          16,000          1,494,200

Utilities -- telephone (2.4%)
Nippon Telegraph & Telephone                                   3,810          4,148,415
NTT Mobile Communication Network                                 470          2,755,559
Total                                                                         6,903,974

Mexico (1.7%)

Banks and savings & loans (0.1%)
Grupo Financiero Banamex Accival                             130,570(b)         332,784

Media (0.4%)
Grupo Televisa                                                26,900(b)       1,102,900

Multi-industry conglomerates (0.5%)
Grupo Financiero Banorte Cl B                              1,000,000(b)       1,296,537

Retail (0.7%)
Controladora Comercial Mexicana GDR                           90,000          1,878,750

Netherlands (5.2%)

Industrial equipment & services (2.8%)
Philips Electronics                                           91,906          7,914,292

Utilities -- telephone (2.4%)
Equant                                                        76,112          6,908,070

Singapore (1.1%)

Banks and savings & loans (0.1%)
United Overseas Bank                                          32,000            247,126

Financial services (1.0%)
DBS Land                                                   1,535,000          2,841,439

Spain (3.5%)

Building materials & construction (1.0%)
Fomento de Construcciones y Contractas                        46,855          2,861,505

Utilities - telephone (2.5%)
Telefonica de Espana                                         149,641          7,012,207

Sweden (3.2%)

Banks and savings & loans (0.6%)
Nordbanken Holding                                           263,119          1,652,677

Communications equipment & services (2.6%)
Ericsson (LM) Cl B                                           284,543          7,469,339

Switzerland (3.5%)

Banks and savings & loans
UBS                                                           29,173          9,907,305

United Kingdom (17.2%)

Banks and savings & loans (0.4%)
Standard Chartered                                            60,205          1,086,742

Insurance (0.7%)
Allied Zurich                                                136,698          1,873,719

Media (0.9%)
British Sky Broadcasting Group                               278,930          2,465,853

Multi-industry conglomerates (5.2%)
General Electric                                             983,559         10,380,187
Williams                                                     621,664          4,238,070
Total                                                                        14,618,257

Retail (1.5%)
Great Universal Stores                                       362,974          4,137,323

Transportation (1.3%)
Stagecoach Holdings                                        1,091,798          3,785,264

Utilities - telephone (7.3%)
Cable & Wireless Communications                              568,861          6,493,207
Orange                                                       467,622          6,341,983
Vodafone                                                     432,895          7,925,527
Total                                                                        20,760,717

United States (9.7%)

Communications equipment & services (1.0%)
Lucent Technologies                                           49,400          2,970,175

Computers & office equipment (1.2%)
America Online                                                14,600          2,084,150
Intel                                                         23,000          1,407,313
Total                                                                         3,491,463

Financial services (0.7%)
Citigroup                                                     28,000          2,107,000

Health care (0.8%)
Pfizer                                                        20,500         2,358,781

Household products (0.9%)
Colgate-Palmolive                                             24,000          2,458,500

Retail (2.7%)
Rite Aid                                                      90,000          2,098,125
Safeway                                                       48,000(b)       2,589,000
Wal-Mart Stores                                               65,200          2,999,200
Total                                                                         7,686,325

Utilities -- telephone (2.4%)
AT&T                                                          48,600          2,454,300
MCI WorldCom                                                  18,800(b)       1,545,125
SBC Communications                                            47,400          2,654,400
Total 6,653,825

Total common stocks
(Cost: $190,019,371)                                                       $236,286,086


See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Other (0.4%)

Issuer                                            Shares           Value(a)

Italy (0.4%)
Banca Intesa
   Warrants                                       884,710         $1,009,543

Spain (--%)
Telefonica
   Rights                                         149,641            139,136

Total other
(Cost: $194,747)                                                  $1,148,679

Bond (4.4%)
Issuer                                      Coupon         Principal          Value(a)
                                             rate            amount

United Kingdom
United Kingdom Treasury
   (British Pound)
<S>                                            <C>         <C>              <C>
      06-07-02                                 7.00%       7,300,000        $12,424,556

Total bond
(Cost: $12,091,023)                                                         $12,424,556


Short-term securities (11.0%)

Issuer                                    Annualized         Amount           Value(a)
                                         yield on date     payable at
                                          of purchase       maturity

U.S. government agencies (9.8%)
Federal Home Loan Mtge Corp Disc Nts
      05-06-99                                 4.75%      $1,300,000         $1,299,144
      05-14-99                                 4.77        3,100,000          3,094,694
      05-17-99                                 4.80          900,000            897,846
      05-18-99                                 4.79        1,600,000          1,595,952
      05-20-99                                 4.75       12,800,000         12,768,079
      06-15-99                                 4.73        1,100,000          1,093,524
      06-16-99                                 4.75        2,000,000          1,986,814
Federal Natl Mtge Assn Disc Nts
      05-18-99                                 4.70        3,900,000          3,891,363
      05-19-99                                 4.72        1,100,000          1,097,415
Total                                                                        27,724,831

Commercial paper (1.2%)
Ciesco LP
      05-27-99                                 4.82          600,000(c)         597,920
GTE Funding
      05-05-99                                 4.85          800,000            799,570
Salomon Smith Barney
      05-10-99                                 4.84        1,100,000          1,098,675
Thames Asset Global
      05-27-99                                 4.83          500,000(c)         498,259
Westpac Capital
      06-10-99                                 4.83          500,000            497,333
Total                                                                         3,491,757

Total short-term securities
(Cost: $31,218,412)                                                         $31,216,588

Total investments in securities
(Cost: $233,523,553)(d)                                                    $281,075,909



See accompanying notes to investments in securities.

</TABLE>
<PAGE>

Notes to investments in securities


(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.  Foreign  security  values  are  stated  in U.S.  dollars.  For debt
securities, principal amounts are denominated in the currency indicated.

(b) Non-income producing.

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

(d) At April 30, 1999,  the cost of securities  for federal  income tax purposes
was   $233,582,894   and  the  aggregate  gross   unrealized   appreciation  and
depreciation based on that cost was:

Unrealized appreciation                                         $50,628,947
Unrealized depreciation                                          (3,135,932)
                                                                 ----------
Net unrealized appreciation                                     $47,493,015



See accompanying notes to investments in securities.

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a)      Articles of  Incorporation  as amended  December  20, 1994,  filed
         electronically  as Exhibit 1 with  Post-Effective  Amendment No. 18 to
         Registration Statement No. 2-97636 are incorporated by reference.

(b)      By-laws filed electronically as Exhibit 2 with Post-Effective Amendment
         No. 15 to Registration Statement No. 2-97636 are incorporated by
         reference.

(c)      Stock   Certificate  filed  as  Exhibit  No.  3  to  Registrant's
         Registration Statement No. 2-97636 is incorporated by reference.

(d)(1)   Investment  Management and Services  Agreement between IDS Life
         Insurance  Company and the Registrant  dated December 17, 1985,  filed
         electronically as Exhibit 5(a) with Post-Effective Amendment No. 15 to
         Registration Statement No. 2-97636 is incorporated by reference.

(d)(2)   Investment  Advisory  Agreement  between  IDS  Life  Insurance
         Company and  IDS/American  Express  Inc.,  dated July 11, 1984,  filed
         electronically as Exhibit 5(b) with Post-Effective Amendment No. 15 to
         Registration Statement No. 2-97636 is incorporated by reference.

(d)(3)   Addendum to  Investment  Advisory  Agreement  between IDS Life
         Insurance Company and American Express  Financial  Corporation for IDS
         Life  International  Equity  Portfolio,  dated January 1, 1995,  filed
         electronically as Exhibit 5(c) with Post Effective Amendment No. 20 to
         Registration Statement No. 2-97636 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 equal to 15 percent of their annual salaries, the
         maximum amount permitted under Section 404 (a) of the Internal Revenue
         Code.

(g)(1)   Custodian  Agreement  between IDS Trust Company and Registrant
         dated  January  1,  1986,  filed  electronically  as  Exhibit  8  with
         Post-Effective  Amendment No. 15 to Registration Statement No. 2-97636
         is incorporated by reference.

(g)(2)   Custody  Agreement dated May 13, 1999 between  American Express
         Trust Company and The Bank of New York filed electronically as Exhibit
         g(3) with IDS Precious Metals Fund, Inc. Post-Effective  Amendment No.
         33 to  Registration  Statement  No.  2-93745 filed on or about May 24,
         1999 is incorporated by reference.

(h)      Other Material Contracts: None.

(i)      Opinion and consent of counsel as to the legality of the securities
         being registered, dated Feb. 9, 1999, filed electronically as Exhibit
         (i) with Post-Effective Amendment No. 23 to Registration Statement No.
         2-97636 is incorporated by reference.

(j)      Independent Auditors' Consent filed electronically herewith.

(k)      Omitted Financial Statements: None.

(l)      Initial Capital Agreements: None.

(m)      Rule 12b-1 Plan: None.

(n)      Financial Data Schedule: Not applicable.

(o)(1)   Power of Attorney dated April 11, 1997, filed electronically as
         Exhibit  17  with  Post-Effective  Amendment  No.  20 to  Registration
         Statement No. 2-97636 is incorporated by reference.

(o)(2)   Power of Attorney dated April 20, 1999, filed electronically as
         Exhibit  o(2) with  Post-Effective  Amendment  No. 24 to  Registration
         Statement No. 2-97636 is incorporated by reference.


<PAGE>



Item 24. Persons Controlled by or Under Common Control with Registrant

                  Not Applicable.

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 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.

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>


Item 26.  Business  and  Other  Connections  of  Investment  Adviser  (IDS  Life
          Insurance Company)

Directors and officers of IDS Life Insurance Company who are directors and/or
officers of one or more other companies:
<TABLE>
<CAPTION>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David J. Berry,                                              IDS Tower 10
Vice President                                               Minneapolis, MN  55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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                                Senior Vice President and
                                Corporation                                               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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James A. Mitchell,              AMEX Assurance Company       IDS Tower 10                 Director
Director, Chairman of the                                    Minneapolis, MN 55440
Board and Chief Executive
Officer

                                American Enterprise                                       Director
                                Investment Services Inc.

                                American Express Financial                                Executive Vice President
                                Advisors Inc.

                                American Express Financial                                Director and Executive
                                Corporation                                               Vice President

                                American Express Service                                  Director and Senior Vice
                                Corporation                                               President

                                American Express Tax and                                  Director
                                Business Services Inc.

                                IDS Certificate Company                                   Director

                                IDS Plan Services of                                      Director
                                California, Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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, Minnesota

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 of 1940, the Registrant, IDS Life Series Fund, Inc. certifies that
it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement under rule 485(b) under the Securities Act and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Minneapolis and
State of Minnesota on the 28th day of June, 1999.


IDS LIFE SERIES FUND, INC.


By  /s/  Richard W. Kling*
         Richard W. Kling, President

By  /s/  Jeffrey S. Horton*
         Jeffrey S. Horton, Vice President and Treasurer

By /s/   Philip C. Wentzel**
         Philip C. Wentzel Controller

Pursuant to the requirements of 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 28th day of June, 1999.

Signature                                            Capacity

/s/      James M. Jensen**                           Director
         James M. Jensen

/s/      Richard W. Kling*                           Director
         Richard W. Kling

/s/      Edward Landes*                              Director
         Edward Landes

/s/      Carl N. Platou*                             Director
         Carl N. Platou

/s/      Gordon H. Ritz*                             Director
         Gordon H. Ritz


*Signed pursuant to Power of Attorney dated April 11, 1997, filed electronically
as Exhibit 17 with Post-Effective Amendment No. 20 to Registration Statement No.
2-97636 is incorporated by reference.

**Signed pursuant to Power of Attorney dated April 20, 1999, filed
electronically herewith.


/s/ Mary Ellyn Minenko
Mary Ellyn Minenko



<PAGE>


                         CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 25
                               TO REGISTRATION STATEMENT NO. 2-97636

This Post-Effective Amendment comprises the following papers and documents:

The facing sheet.

Part A.

         The prospectus.

Part B.

         Statement of Additional Information.

Part C.

         Other Information.

The signatures.

                                 EXHIBIT INDEX

EXHIBIT (j)    Independent Auditors' Consent

Independent auditors' consent

The board and shareholders
IDS Life Series Fund, Inc.:
    Equity Portfolio
    Government Securities Portfolio
    Income Portfolio
    International Equity Portfolio
    Managed Portfolio
    Money Market Portfolio


We  consent  to the  use of our  reports  included  or  incorporated  herein  by
reference,  and to the  references  to our Firm  under  the  heading  "Financial
highlights" in Part A and  "INDEPENDENT  AUDITORS" in Part B of the Registration
Statement.


                                                       /s/ KPMG Peat Marwick LLP
                                                           KPMG Peat Marwick LLP



Minneapolis, Minnesota
June 29, 1999




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission