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. 23 (File No. 33-20872) [X]
------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY (ACT OF 1940)
Amendment No. 25 (File No. 811-5522)
----
AXP UTILITIES INCOME FUND, INC.
200 AXP Financial Center
Minneapolis, MN 55474
Leslie L. Ogg - 901 S. Marquette Ave., Suite 2810
Minneapolis, MN 55402-3268
(612) 330-9283
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on June 26, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
<PAGE>
AXP(SM)
Utilities
Income Fund
AUG. 27, 1999 PROSPECTUS
REVISED AS OF JUNE 26, 2000
AMERICAN
EXPRESS-Registered Trademark-
FUNDS
AXP UTILITIES INCOME FUND SEEKS TO PROVIDE
SHAREHOLDERS WITH A HIGH LEVEL OF
CURRENT INCOME. SECONDARY GOALS ARE GROWTH
OF INCOME AND CAPITAL. [GRAPHIC]
Please note that this Fund:
- is not a bank deposit
- is not federally insured
- is not endorsed by any bank or government agency
- is not guaranteed to achieve its goal
Like all mutual funds, the Securities and Exchange Commission
has not approved or disapproved these securities or passed upon
the adequacy of this prospectus. Any representation to the [GRAPHIC]
contrary is a criminal offense.
[LOGO]
<PAGE>
Table of Contents
TAKE A CLOSER LOOK AT:
THE FUND...............................3p
Goal...................................3p
Investment Strategy....................3p
Risks..................................5p
Past Performance.......................7p
Fees and Expenses......................9p
Management............................10p
BUYING AND SELLING SHARES.............11p
Valuing Fund Shares...................11p
Investment Options....................12p
Purchasing Shares.....................14p
Transactions through Third Parties....17p
Sales Charges.........................17p
Exchanging/Selling Shares.............21p
DISTRIBUTIONS AND TAXES...............26p
OTHER INFORMATION.....................28p
FINANCIAL HIGHLIGHTS..................29p
FUND INFORMATION KEY
[GRAPHIC] GOAL AND INVESTMENT STRATEGY
The Fund's particular investment goal and the strategies it intends
to use in pursuing its goal.
[GRAPHIC] RISKS
The major risk factors associated with the Fund.
[GRAPHIC] FEES AND EXPENSES
The overall costs incurred by an investor in the Fund, including
sales charges and annual expenses.
[GRAPHIC] MANAGEMENT
The individual or group designated by the investment manager to
handle the Fund's day-to-day management.
[GRAPHIC] FINANCIAL HIGHLIGHTS
Tables showing the Fund's financial performance.
------------------------------------------------------------------------------
2p AXP UTILITIES INCOME FUND
<PAGE>
The Fund
[GRAPHIC] GOAL
AXP Utilities Income Fund (the Fund) seeks to provide shareholders with a high
level of current income. Secondary goals are growth of income and capital.
Because any investment involves risk, achieving these goals cannot be
guaranteed.
INVESTMENT STRATEGY
Under normal market conditions, the Fund will invest at least 65% of its
total assets in securities of companies in the utilities industry. These
companies primarily are engaged in the ownership or operation of facilities
used to produce or supply electric power, natural gas, water, sanitary
services, telecommunications, and other communications services (excluding
radio and television broadcasters) for public use or consumption. The
securities include common stocks, preferred stocks, convertible securities,
and investment grade bonds. The Fund may invest up to 25% of its total assets
in foreign investments.
The selection of securities issued by companies in the utilities industry is
the primary decision in building the investment portfolio.
In pursuit of the Fund's goal, American Express Financial Corporation (AEFC),
the Fund's investment manager, chooses investments by:
- Considering opportunities and risks by reviewing interest rate and economic
forecasts both domestically and abroad.
- Determining specific industry weightings within the
principal utility sectors which include: electric utilities,
natural gas utilities (pipelines and distribution companies), and telephone
companies (local, cellular, and long distance companies). This decision is
made based on factors such as pending legislative and regulatory issues,
demand for product, technological changes and innovations, and productivity
trends.
- Identifying the appropriate split among:
-- cash,
-- bonds,
-- convertible securities (AEFA will utilize convertible securities to
increase yield),
-- preferred stock, and
-- common stock.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 3p
<PAGE>
- Selecting the securities of companies with:
-- effective management,
-- financial strength, and
-- competitive market position.
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 (however,
securities that are downgraded in quality may continue to be held by the
Fund),
-- the security is overvalued relative to alternative investments,
-- the company does not meet AEFC's performance expectations,
-- AEFC wishes to lock-in profits,
-- AEFC identifies a more attractive opportunity, and
-- the issuer or the security fails to meet the other standards described
above.
Although not a primary investment strategy, the Fund also may invest in other
instruments, such as money market securities, commercial paper, and
derivatives (such as futures, options and forward contracts).
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 prevent the
Fund from achieving its investment objective. During these times, AEFC may
make frequent securities trades that could result in increased fees,
expenses, and taxes.
For more information on strategies and holdings, see the Fund's Statement of
Additional Information (SAI) and the annual/semiannual reports.
------------------------------------------------------------------------------
4p AXP UTILITIES INCOME FUND
<PAGE>
[GRAPHIC] 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
INTEREST RATE RISK
LEGAL/LEGISLATIVE RISK
EVENT RISK
FOREIGN 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.
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). In general, the longer the maturity of a bond, the higher its yield
and the greater its sensitivity to changes in interest rates.
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.
EVENT RISK
Occasionally, the value of a security may be seriously and unexpectedly
changed by a natural or industrial accident or occurrence.
FOREIGN RISK
The following are all components of foreign 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.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 5p
<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.
STYLE RISK
The Fund invests primarily in securities of companies in the utilities
industry. 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). Utilities are sensitive
to interest rate changes and they are subject to regulatory and legal rulings
that may affect the value of their securities. Additionally, fluctuations in
demand, the availability and cost of fuels, special risks of constructing and
operating facilities (including nuclear facilities), lack of control over
pricing, merger and acquisition activity, and the regulated nature of their
businesses all impact the value of their securities. Historically, many
utilities have been limited to certain geographic areas and in the types of
business they can enter. However, in recent years, changes in regulatory
climate have allowed utilities to provide new products and services outside
their traditional geographic areas.
------------------------------------------------------------------------------
6p AXP UTILITIES INCOME FUND
<PAGE>
PAST PERFORMANCE
The following bar chart and table indicate the risks and variability of
investing in the Fund by showing:
- how the Fund's performance has varied for each full calendar year shown on
the chart below, and
- how the Fund's average annual total returns compare to a recognized indexes.
How the Fund has performed in the past does not indicate how the Fund will
perform in the future.
[GRAPH]
<TABLE>
<CAPTION>
CLASS A PERFORMANCE (BASED ON CALENDAR YEARS)
<S> <C>
1990 -1.86%
1991 +22.13%
1992 +10.34%
1993 +19.25%
1994 -7.08%
1995 +23.43%
1996 +14.41%
1997 +29.05%
1998 +22.81%
1999 +8.71%
</TABLE>
During the period shown in the bar chart, the highest return for a calendar
quarter was +13.69% (quarter ending December 1997) and the lowest return for
a calendar quarter was -6.51% (quarter ending September 1990).
The 5.75% sales charge applicable to Class A shares of the Fund is not
reflected in the bar chart; if reflected, returns would be lower than those
shown. The performance of Class B, Class C and Class Y may vary from that
shown above because of differences in sales charges and fees.
The Fund's year to date return as of March 31, 2000 was +3.44%.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 7p
<PAGE>
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (AS OF DEC. 31, 1999)
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
<S> <C> <C> <C> <C>
Utilities Income:
Class A +2.46% +18.06% +12.89% -- %
Class B +3.96% -- % -- % +19.27%(a)
Class Y +8.77% -- % -- % +20.49%(a)
S&P 500 Index +21.04% +28.56% +18.21% +27.74%(b)
Lipper Utility Funds Index +14.53% +18.83% +12.15% +18.81%(b)
</TABLE>
(a) Inception date was March 20, 1995.
(b) Measurement period started April 1, 1995.
This table shows total returns from hypothetical investments in Class A,
Class B and Class Y shares of the Fund. These returns are compared to the
indexes shown for the same periods. The performance of Classes A, B and Y
vary because of differences in sales charges and fees. Past performance for
Class Y for the periods prior to March 20, 1995 may be calculated based on
the performance of Class A, adjusted to reflect differences in sales charges,
although not for other differences in expenses. Class C is new as of the date
of this prospectus and therefore performance information is not available.
FOR PURPOSES OF THIS CALCULATION WE ASSUMED:
- the maximum sales charge for Class A shares,
- sales at the end of the period and deduction of the applicable contingent
deferred sales charge (CDSC) for Class B shares,
- no sales charge for Class Y shares, and
- no adjustments for taxes paid by an investor on the reinvested income and
capital gains.
Standard & Poor's 500 Index (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
companies may be generally larger than those in which the Fund invests.
Lipper Utility Funds Index, an unmanaged index published by Lipper Inc.,
includes the 30 largest funds that are generally similar to the Fund,
although some funds in the index may have somewhat different investment
policies or objectives.
------------------------------------------------------------------------------
8p AXP UTILITIES INCOME FUND
<PAGE>
[GRAPHIC] FEES AND EXPENSES
Fund investors pay various expenses. The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C CLASS Y
<S> <C> <C> <C> <C>
Maximum sales charge (load) imposed on purchases(a)
(as a percentage of offering price) 5.75%(b) none none none
---------------------------------------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase) none 5% 1%(c) none
---------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(d) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS: CLASS A CLASS B CLASS C CLASS Y
Management fees 0.59% 0.59% 0.59% 0.59%
Distribution (12b-1) fees 0.25% 1.00% 1.00% 0.00%
Other expenses(e) 0.19% 0.21% 0.21% 0.29%
Total 1.03% 1.80% 1.80% 0.88%
</TABLE>
(a) This charge may be reduced depending on the value of your total
investments in American Express mutual funds. See "Sales Charges."
(b) For Class A purchases over $500,000 on which the sales charge is waived,
a 1% sales charge applies if you sell your shares less than one year after
purchase.
(c) For Class C purchases, a 1% sales charge applies if you sell your shares
less than one year after purchase.
(d) Expenses for Class A, Class B and Class Y are based on actual expenses
for the last fiscal year, restated to reflect current fees. Expenses for
Class C are based on estimated amounts for the current fiscal year.
(e) Other expenses include an administrative services fee, a shareholder
services fee for Class Y, a transfer agency fee and other nonadvisory
expenses.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 9p
<PAGE>
EXAMPLE
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.
Assume you invest $10,000 and the Fund earns a 5% annual return. The
operating expenses remain the same each year. If you hold your shares until
the end of the years shown, your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A(a) $674 $884 $1,112 $1,766
Class B(b) $583 $867 $1,076 $1,918(d)
Class B(c) $183 $567 $ 976 $1,918(d)
Class C $183 $567 $ 976 $2,121
Class Y $ 90 $281 $ 488 $1,089
</TABLE>
(a) Includes a 5.75% sales charge.
(b) Assumes you sold your Class B shares at the end of the period and
incurred the applicable CDSC.
(c) Assumes you did not sell your Class B shares at the end of the period.
(d) Based on conversion of Class B shares to Class A shares in the ninth year
of ownership.
THIS EXAMPLE DOES NOT REPRESENT ACTUAL EXPENSES, PAST OR FUTURE. ACTUAL
EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN.
[GRAPHIC] MANAGEMENT
Bern Fleming, senior portfolio manager, joined AEFC in 1985. He worked as a
utility analyst before becoming portfolio manager of this Fund in January
1995.
------------------------------------------------------------------------------
10p AXP UTILITIES INCOME FUND
<PAGE>
Buying and Selling Shares
VALUING FUND SHARES
The public offering price for Class A is the net asset value (NAV) adjusted
for the sales charge. For Class B, Class C and Class Y, it is the NAV.
The 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 Time (CT), each business day (any day the New York
Stock Exchange is open).
Fund shares may be purchased through various third-party organizations,
including 401(k) plans, banks, brokers and investment advisers. Where
authorized by the Fund, orders will be priced at the NAV next computed after
receipt by the organization or their selected agent.
The Fund's investments are valued based on market quotations, or where market
quotations are not readily available, based on methods selected in good faith
by the board. If the Fund's investment policies permit it to invest in
securities that are 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.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 11p
<PAGE>
INVESTMENT OPTIONS
1. CLASS A shares are sold to the public with a sales charge at the time of
purchase and an annual distribution (12b-1) fee of 0.25%.
2. CLASS B shares are sold to the public with a contingent deferred sales charge
(CDSC) and an annual distribution fee of 1.00%.
3. CLASS C shares are sold to the public without a sales charge at the time of
purchase and with an annual distribution fee of 1.00%.
4. CLASS Y shares are sold to qualifying institutional investors without a sales
charge or distribution fee. Please see the SAI for information on eligibility
to purchase Class Y shares.
INVESTMENT OPTIONS SUMMARY:
The Fund offers four different classes of shares. There are differences among
the fees and expenses for each class. Not everyone is eligible to buy every
class. After determining which classes you are eligible to buy, decide which
class best suits your needs. Your financial advisor can help you with this
decision.
The following table shows the key features of each class:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABILITY Available to Available to Available to Limited to qualifying
all investors. all investors. all investors. institutional investors.
---------------------------------------------------------------------------------------------------------------------------
INITIAL SALES CHARGE Yes. Payable at time No. Entire purchase No. Entire purchase No. Entire purchase
of purchase. Lower price is invested in price is invested in price is invested in
sales charge for shares of the Fund. shares of the Fund. shares of the Fund.
larger investments.
---------------------------------------------------------------------------------------------------------------------------
DEFERRED SALES CHARGE On purchases over Maximum 5% 1% CDSC applies if None.
$500,000, 1% CDSC during the first year you sell your shares
applies if you sell decreasing to 0% less than 1 year
your shares less than after six years. after purchase.
1 year after purchase.
---------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION AND/OR Yes.* Yes.* Yes.* Yes.
SHAREHOLDER SERVICE FEE 0.25% 1.00% 1.00% 0.10%
---------------------------------------------------------------------------------------------------------------------------
CONVERSION TO CLASS A N/A Yes, automatically in No. No.
ninth calendar year
of ownership
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Fund has adopted a plan under Rule 12b-1 of the Investment Company
Act of 1940 that allows it to pay distribution and servicing-related
expenses for the sale of Class A, Class B and Class C shares. Because
these fees are paid out of the Fund's assets on an on-going basis, the
fees may cost long-term shareholders more than paying other types of
sales charges imposed by some mutual funds.
------------------------------------------------------------------------------
12p AXP UTILITIES INCOME FUND
<PAGE>
SHOULD YOU PURCHASE CLASS A, CLASS B OR CLASS C SHARES?
If your investments in American Express mutual funds total $250,000 or
more, Class A shares may be the better option because the sales charge
is reduced for larger purchases. If you qualify for a waiver of the
sales charge, Class A shares will be the best option.
If you invest less than $250,000, consider how long you plan to hold
your shares. Class B shares have a higher annual distribution fee than
Class A shares and a CDSC for six years. Class B shares convert to Class
A shares in the ninth calendar year of ownership. Class B shares
purchased through reinvested dividends and distributions also will
convert to Class A shares in the same proportion as the other Class B
shares.
Class C shares also have a higher annual distribution fee than Class A
shares. Class C shares have no sales charge if you hold the shares for
one year or longer. Unlike Class B shares, Class C shares do not convert
to Class A. As a result, you will pay a 1% distribution fee for as long
as you hold Class C shares. If you choose a deferred sales charge option
(Class B or Class C), generally you should consider Class B shares if
you intend to hold your shares for more than six years. Consider Class C
shares if you intend to hold your shares less than six years. To help
you determine what investment is best for you, consult your financial
advisor.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 13p
<PAGE>
PURCHASING SHARES
TO PURCHASE SHARES THROUGH A BROKERAGE ACCOUNT OR FROM ENTITIES OTHER
THAN AMERICAN EXPRESS FINANCIAL ADVISORS INC., PLEASE CONSULT YOUR
SELLING AGENT. THE FOLLOWING SECTION EXPLAINS HOW YOU CAN PURCHASE
SHARES FROM AMERICAN EXPRESS FINANCIAL ADVISORS (THE DISTRIBUTOR).
If you do not have a mutual fund account, you need to establish one.
Your financial advisor will help you fill out and submit an application.
Once your account is set up, you can choose among several convenient
ways to invest.
When you purchase shares for a new or existing account, your order will
be priced at the next NAV calculated after your order is accepted by the
Fund. If your application does not specify which class of shares you are
purchasing, we will assume you are investing in Class A shares.
IMPORTANT: When you open an account, you must provide your correct
Taxpayer Identification Number (TIN), which is either your Social
Security or Employer Identification number.
If you do not provide the correct TIN, you could be subject to backup
withholding of 31% of taxable distributions and proceeds from certain
sales and exchanges. You also could be subject to further penalties,
such as:
- a $50 penalty for each failure to supply your correct TIN,
- a civil penalty of $500 if you make a false statement that results in no
backup withholding, and
- criminal penalties for falsifying information.
You also could be subject to backup withholding, if the IRS notifies us
to do so, because you failed to report required interest or dividends on
your tax return.
------------------------------------------------------------------------------
14p AXP UTILITIES INCOME FUND
<PAGE>
<TABLE>
<CAPTION>
HOW TO DETERMINE THE CORRECT TIN
FOR THIS TYPE OF ACCOUNT: USE THE SOCIAL SECURITY OR EMPLOYER IDENTIFICATION NUMBER OF:
<S> <C>
Individual or joint account The individual or one of the owners listed on the joint account
---------------------------------------------------------------------------------------------------------------------------
Custodian account of a minor The minor
(Uniform Gifts/Transfers to Minors Act)
---------------------------------------------------------------------------------------------------------------------------
A revocable living trust The grantor-trustee (the person who puts the money into the trust)
---------------------------------------------------------------------------------------------------------------------------
An irrevocable trust, pension trust or estate The legal entity (not the personal representative or trustee, unless
no legal entity is designated in the account title)
---------------------------------------------------------------------------------------------------------------------------
Sole proprietorship The owner
---------------------------------------------------------------------------------------------------------------------------
Partnership The partnership
---------------------------------------------------------------------------------------------------------------------------
Corporate The corporation
---------------------------------------------------------------------------------------------------------------------------
Association, club or tax-exempt organization The organization
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
For details on TIN requirements, contact your financial advisor to
obtain a copy of federal Form W-9, "Request for Taxpayer Identification
Number and Certification." You also may obtain the form on the Internet
at (http://www.irs.gov/prod/forms_pubs/).
THREE WAYS TO INVEST
1 BY MAIL: [GRAPHIC]
Once your account has been established, send your check with the
account number on it to:
AMERICAN EXPRESS FUNDS
70200 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474
<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S> <C>
Initial investment: $2,000
Additional investments: $100
Account balances: $300
Qualified accounts: none
</TABLE>
If your account balance falls below $300, you will be asked to increase
it to $300 or establish a scheduled investment plan. If you do not do so
within 30 days, your shares can be sold and the proceeds mailed to you.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 15p
<PAGE>
2 BY SCHEDULED INVESTMENT PLAN: [GRAPHIC]
Contact your financial advisor for assistance in setting up one of the
following scheduled plans:
- automatic payroll deduction,
- bank authorization,
- direct deposit of Social Security check, or o other plan approved by
the Fund.
<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S> <C>
Initial investment: $100
Additional investments: $50/mo. for qualified accounts; $100/mo.
for nonqualified accounts
Account balances: none (on active plans with monthly payments)
</TABLE>
If your account balance is below $2,000, you must make payments at least
monthly.
3 BY WIRE OR ELECTRONIC FUNDS TRANSFER: [GRAPHIC]
If you have an established account, you may wire money to:
NORWEST BANK MINNESOTA (UNTIL JULY 2000)
WELLS FARGO BANK MINNESOTA N.A. (AFTER JULY 2000)
ROUTING TRANSIT NO. 091000019
Give these instructions:
Credit American Express Financial Advisors Account #0000030015 for
personal account # (your account number) for (your name). Please
remember that you need to provide all 10 digits.
If this information is not included, the order may be rejected, and all
money received by the Fund, less any costs the Fund or American Express
Client Service Corporation (AECSC) incurs, will be returned promptly.
<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S> <C>
Each wire investment: $1,000
</TABLE>
------------------------------------------------------------------------------
16p AXP UTILITIES INCOME FUND
<PAGE>
TRANSACTIONS THROUGH THIRD PARTIES
You may buy or sell shares through certain 401(k) plans, banks,
broker-dealers, financial advisors or other investment professionals.
These organizations may charge you a fee for this service and may have
different policies. Some policy differences may include different
minimum investment amounts, exchange privileges, fund choices and cutoff
times for investments. The Fund and the Distributor are not responsible
for the failure of one of these organizations to carry out its
obligations to its customers. Some organizations may receive
compensation from the Distributor or its affiliates for shareholder
recordkeeping and similar services. Where authorized by the Fund, some
organizations may designate selected agents to accept purchase or sale
orders on the Fund's behalf. To buy or sell shares through third parties
or determine if there are policy differences, please consult your
selling agent. For other pertinent information related to buying or
selling shares, please refer to the appropriate section in the
prospectus.
SALES CHARGES
CLASS A -- INITIAL SALES CHARGE ALTERNATIVE
When you purchase Class A shares, you pay a sales charge as shown in the
following table:
<TABLE>
<CAPTION>
TOTAL INVESTMENT SALES CHARGE AS PERCENTAGE OF:
PUBLIC OFFERING PRICE(a) NET AMOUNT INVESTED
<S> <C> <C>
Up to $50,000 5.75% 6.10%
$50,000 - $99,999 4.75 4.99
$100,000 - $249,999 3.75 3.90
$250,000 - $499,999 2.50 2.56
$500,000 - $999,999 2.00* 2.04*
$1,000,000 or more 0.00 0.00
</TABLE>
(a) Offering price includes the sales charge.
* The sales charge will be waived until Dec. 31, 2000.
THE SALES CHARGE ON CLASS A SHARES MAY BE LOWER THAN 5.75%, BASED ON THE
COMBINED MARKET VALUE OF:
- your current investment in this Fund,
- your previous investment in this Fund, and
- investments you and your primary household group have made in other
American Express mutual funds that have a sales charge. (The primary
household group consists of accounts in any ownership for spouses or
domestic partners and their unmarried children under 21. For purposes of
this policy, domestic partners are individuals who maintain a shared
primary residence and have joint property or other insurable interests.)
AXP Tax-Free Money Fund and Class A shares of AXP Cash Management Fund
do not have sales charges.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 17p
<PAGE>
OTHER CLASS A SALES CHARGE POLICIES:
- IRA purchases or other employee benefit plan purchases made through a payroll
deduction plan or through a plan sponsored by an employer, association of
employers, employee organization or other similar group, may be added
together to reduce sales charges for all shares purchased through that plan,
and
- if you intend to invest more than $50,000 over a period of 13 months, you can
reduce the sales charges in Class A by filing a letter of intent. For more
details, please contact your financial advisor or see the SAI.
WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES
Sales charges do not apply to:
- current or retired board members, officers or employees of the Fund or AEFC
or its subsidiaries, their spouses or domestic partners, children and
parents.
- current or retired American Express financial advisors, employees of
financial advisors, their spouses or domestic partners, children and parents.
- registered representatives and other employees of brokers, dealers or other
financial institutions having a sales agreement with the Distributor,
including their spouses, domestic partners, children and parents.
- investors who have a business relationship with a newly associated financial
advisor who joined the Distributor from another investment firm provided that
(1) the purchase is made within six months of the advisor's appointment date
with the Distributor, (2) the purchase is made with proceeds of shares sold
that were sponsored by the financial advisor's previous broker-dealer, and
(3) the proceeds are the result of a sale of an equal or greater value where
a sales load was assessed.
- qualified employee benefit plans offering participants daily access to
American Express mutual funds. Eligibility must be determined in advance. For
assistance, please contact your financial advisor. (Participants in certain
qualified plans where the initial sales charge is waived may be subject to a
deferred sales charge of up to 4%.)
- shareholders who have at least $1 million invested in American Express mutual
funds. Until Dec. 31, 2000, the sales charge does not apply to shareholders
who have at least $500,000 invested in American Express mutual fund. If the
investment is sold less than one year after purchase, a CDSC of 1% will be
charged. During that year, the CDSC will be waived only in the circumstances
described for waivers for Class B and Class C shares.
------------------------------------------------------------------------------
18p AXP UTILITIES INCOME FUND
<PAGE>
- purchases made within 90 days after a sale of shares (up to the amount sold):
-- of American Express mutual funds in a qualified plan subject to a deferred
sales charge, or
-- in a qualified plan or account where American Express Trust Company has
a recordkeeping, trustee, investment management, or investment
servicing relationship.
Send the Fund a written request along with your payment, indicating the
date and the amount of the sale.
- purchases made:
-- with dividend or capital gain distributions from this Fund or from the
same class of another American Express mutual fund,
-- through or under a wrap fee product or other investment product sponsored
by the Distributor or another authorized broker-dealer, investment
adviser, bank or investment professional,
-- within the University of Texas System ORP,
-- within a segregated separate account offered by Nationwide Life Insurance
Company or Nationwide Life and Annuity Insurance Company,
-- within the University of Massachusetts After-Tax Savings Program, or
-- through or under a subsidiary of AEFC offering Personal Trust Services'
Asset-Based pricing alternative.
- shareholders whose original purchase was in a Strategist fund merged into an
American Express fund in 2000.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 19p
<PAGE>
CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE (CDSC) ALTERNATIVE
FOR CLASS B, the CDSC is based on the sale amount and the number of calendar
years -- including the year of purchase -- between purchase and sale. The
following table shows how CDSC percentages on sales decline after a purchase:
<TABLE>
<CAPTION>
IF THE SALE IS MADE DURING THE: THE CDSC PERCENTAGE RATE IS:
<S> <C>
First year 5%
Second year 4%
Third year 4%
Fourth year 3%
Fifth year 2%
Sixth year 1%
Seventh year 0%
</TABLE>
FOR CLASS C, a 1% CDSC is charged if you sell your shares less than 1 year
after purchase.
For both Class B and Class C, if the amount you are selling causes the value
of your investment to fall below the cost of the shares you have purchased,
the CDSC is based on the lower of the cost of those shares purchased or
market value. Because the CDSC is imposed only on sales that reduce your
total purchase payments, you never have to pay a CDSC on any amount that
represents appreciation in the value of your shares, income earned by your
shares, or capital gains.
In addition, the CDSC on your sale, if any, will be based on your oldest
purchase payment. The CDSC on the next amount sold will be based on the next
oldest purchase payment.
EXAMPLE:
Assume you had invested $10,000 in Class B shares and that your investment
had appreciated in value to $12,000 after 15 months, including reinvested
dividends and capital gain distributions. You could sell up to $2,000 worth
of shares without paying a CDSC ($12,000 current value less $10,000 purchase
amount). If you sold $2,500 worth of shares, the CDSC would apply to the $500
representing part of your original purchase price. The CDSC rate would be 4%
because the sale was made during the second year after the purchase.
------------------------------------------------------------------------------
20p AXP UTILITIES INCOME FUND
<PAGE>
WAIVERS OF THE SALES CHARGE FOR CLASS B AND CLASS C SHARES
The CDSC will be waived on sales of shares:
- in the event of the shareholder's death,
- held in trust for an employee benefit plan, or
- held in IRAs or certain qualified plans if American Express Trust Company
is the custodian, such as Keogh plans, tax-sheltered custodial accounts or
corporate pension plans, provided that the shareholder is:
-- at least 59 1/2 years old AND
-- taking a retirement distribution (if the sale is part of a transfer to
an IRA or qualified plan, or a custodian-to-custodian transfer, the
CDSC will not be waived) OR
-- selling under an approved substantially equal periodic payment
arrangement.
EXCHANGING/SELLING SHARES
EXCHANGES
You can exchange your Fund shares at no charge for shares of the same class
of any other publicly offered American Express mutual fund. Exchanges into
AXP Tax-Free Money Fund may only be made from Class A shares. For complete
information on the other fund, including fees and expenses, read that fund's
prospectus carefully. Your exchange will be priced at the next NAV calculated
after it is accepted by that fund.
YOU MAY MAKE UP TO THREE EXCHANGES (1 1/2 ROUND TRIPS) WITHIN ANY 30-DAY
PERIOD.
These limits do not apply to scheduled exchange programs and certain employee
benefit plans. Exceptions may be allowed with pre-approval of the Fund.
Other exchange policies:
- Exchanges must be made into the same class of shares of the new fund.
- If your exchange creates a new account, it must satisfy the minimum
investment amount for new purchases.
- Once we receive your exchange request, you cannot cancel it.
- Shares of the new fund may not be used on the same day for another exchange.
- If your shares are pledged as collateral, the exchange will be delayed
until AECSC receives written approval from the secured party.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 21p
<PAGE>
AECSC and the Fund reserve the right to reject any exchange, limit the
amount, or modify or discontinue the exchange privilege, to prevent abuse or
adverse effects on the Fund and its shareholders. For example, if exchanges
are too numerous or too large, they may disrupt the Fund's investment
strategies or increase its costs.
SELLING SHARES
You can sell your shares at any time. The payment will be mailed within seven
days after accepting your request.
When you sell shares, the amount you receive may be more or less than the
amount you invested. Your sale price will be the next NAV calculated after
your request is accepted by the Fund, minus any applicable CDSC. You can
change your mind after requesting a sale and use all or part of the proceeds
to purchase new shares in the same account from which you sold. If you
reinvest in Class A, you will purchase the new shares at NAV rather than the
offering price on the date of a new purchase. If you reinvest in Class B or
Class C, any CDSC you paid on the amount you are reinvesting also will be
reinvested. To take advantage of this option, send a request within 90 days
of the date your sale request was received and include your account number.
This privilege may be limited or withdrawn at any time and may have tax
consequences.
The Fund reserves the right to redeem in kind.
For more details and a description of other sales policies, please see the
SAI.
------------------------------------------------------------------------------
22p AXP UTILITIES INCOME FUND
<PAGE>
TO SELL OR EXCHANGE SHARES HELD THROUGH A BROKERAGE ACCOUNT OR WITH ENTITIES
OTHER THAN AMERICAN EXPRESS FINANCIAL ADVISORS, PLEASE CONSULT YOUR SELLING
AGENT. THE FOLLOWING SECTION EXPLAINS HOW YOU CAN EXCHANGE OR SELL SHARES
HELD WITH AMERICAN EXPRESS FINANCIAL ADVISORS.
Requests to sell shares of the Fund are not allowed within 30 days of a
telephoned-in address change.
IMPORTANT: If you request a sale of shares you recently purchased by a check
or money order that is not guaranteed, the Fund will wait for your check to
clear. It may take up to 10 days from the date of purchase before payment is
made. (Payment may be made earlier if your bank provides evidence
satisfactory to the Fund and AECSC that your check has cleared.)
TWO WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES
1 BY LETTER: [GRAPHIC]
Include in your letter:
- the name of the fund(s),
- the class of shares to be exchanged or sold,
- your mutual fund account number(s) (for exchanges, both funds must be
registered in the same ownership),
- your Social Security number or Employer Identification number,
- the dollar amount or number of shares you want to exchange or sell,
- signature(s) of all registered account owners,
- for sales, indicate how you want your money delivered to you, and
- any paper certificates of shares you hold.
REGULAR OR EXPRESS MAIL:
AMERICAN EXPRESS FUNDS
70100 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 23p
<PAGE>
2 BY TELEPHONE: [GRAPHIC]
American Express Client Service Corporation
Telephone Transaction Service
800-437-3133
- The Fund and AECSC will use reasonable procedures to confirm authenticity of
telephone exchange or sale requests.
- Telephone exchange and sale privileges automatically apply to all
accounts except custodial, corporate or qualified retirement accounts.
You may request that these privileges NOT apply by writing AECSC. Each
registered owner must sign the request.
- Acting on your instructions, your financial advisor may conduct telephone
transactions on your behalf.
- Telephone privileges may be modified or discontinued at any time.
<TABLE>
<S> <C>
MINIMUM SALE AMOUNT: $100 MAXIMUM SALE AMOUNT: $50,000
</TABLE>
------------------------------------------------------------------------------
24p AXP UTILITIES INCOME FUND
<PAGE>
THREE WAYS TO RECEIVE PAYMENT WHEN YOU SELL SHARES
1 BY REGULAR OR EXPRESS MAIL: [GRAPHIC]
- Mailed to the address on record.
- Payable to names listed on the account.
NOTE: The express mail delivery charges you pay will vary depending on the
courier you select.
2 BY WIRE OR ELECTRONIC FUNDS TRANSFER: [GRAPHIC]
- Minimum wire: $1,000.
- Request that money be wired to your bank.
- Bank account must be in the same ownership as the American Express mutual
fund account.
NOTE: Pre-authorization required. For instructions, contact your financial
advisor or AECSC.
3 BY SCHEDULED PAYOUT PLAN: [GRAPHIC]
- Minimum payment: $50.
- Contact your financial advisor or AECSC to set up regular payments on a
monthly, bimonthly, quarterly, semiannual or annual basis.
- Purchasing new shares while under a payout plan may be disadvantageous
because of the sales charges.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 25p
<PAGE>
Distributions and Taxes
As a shareholder you are entitled to your share of the Fund's net income
and net gains. The Fund distributes 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 you as DIVIDENDS.
Capital gains are realized when a security is sold for a higher price
than was paid for it. Each realized capital gain or loss is long-term or
short-term depending on the length of time the Fund held the security.
Realized capital gains and losses offset each other. The Fund offsets
any net realized capital gains by any available capital loss carryovers.
Net short-term capital gains are included in net investment income. Net
realized long-term capital gains, if any, are distributed by the end of
the calendar year as CAPITAL GAIN DISTRIBUTIONS.
REINVESTMENTS
Dividends and capital gain distributions are automatically reinvested in
additional shares in the same class of the Fund, unless:
- you request distributions in cash, or
- you direct the Fund to invest your distributions in the same class of any
publicly offered American Express mutual fund for which you have previously
opened an account.
We reinvest the distributions for you at the next calculated NAV after
the distribution is paid.
If you choose cash distributions, you will receive cash only for
distributions declared after your request has been processed.
TAXES
Distributions are subject to federal income tax and may be subject to
state and local taxes in the year they are declared. You must report
distributions on your tax returns, even if they are reinvested in
additional shares.
If you buy shares shortly before the record date of a distribution you
may pay taxes on money earned by the Fund before you were a shareholder.
You will pay the full pre-distribution price for the shares, then
receive a portion of your investment back as a distribution, which may
be taxable.
------------------------------------------------------------------------------
26p AXP UTILITIES INCOME FUND
<PAGE>
For tax purposes, an exchange is considered a sale and purchase, and may
result in a gain or loss. A sale is a taxable transaction. If you sell shares
for less than their cost, the difference is a capital loss. If you sell
shares for more than their cost, the difference is a capital gain. Your gain
may be short term (for shares held for one year or less) or long term (for
shares held for more than one year).
If you buy Class A shares and within 91 days exchange into another fund, you
may not include the sales charge in your calculation of tax gain or loss on
the sale of the first fund you purchased. The sales charge may be included in
the calculation of your tax gain or loss on a subsequent sale of the second
fund you purchased.
Selling shares held in an IRA or qualified retirement account may subject you
to federal taxes, penalties and reporting requirements. Please consult your
tax advisor.
IMPORTANT: This information is a brief and selective summary of some of the
tax rules that apply to this Fund. Because tax matters are highly individual
and complex, you should consult a qualified tax advisor.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 27p
<PAGE>
Other Information
INVESTMENT MANAGER
The investment manager of the Fund is AEFC, 200 AXP Financial Center,
Minneapolis, MN 55474. The Fund pays AEFC a fee for managing its assets.
Under the Investment Management Services Agreement, the fee for the most
recent fiscal year was 0.51% of its average daily net assets. Under the
agreement, the Fund also pays taxes, brokerage commissions and nonadvisory
expenses. AEFC or an affiliate may make payments from its own resources,
which include management fees paid by the Fund, to compensate broker-dealers
or other persons for providing distribution assistance. AEFC is a
wholly-owned subsidiary of American Express Company, a financial services
company with headquarters at American Express Tower, World Financial Center,
New York, NY 10285.
------------------------------------------------------------------------------
28p AXP UTILITIES INCOME FUND
<PAGE>
[GRAPHIC] Financial Highlights
FISCAL PERIOD ENDED JUNE 30,
<TABLE>
<CAPTION>
PER SHARE INCOME AND CAPITAL CHANGES(a)
CLASS A
1999(d) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.91 $8.98 $8.04 $7.24 $6.26 $6.23
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .10 .21 .24 .25 .30 .29
Net gains (losses) (both realized and
unrealized) .17 1.52 1.93 1.01 .96 .21
---------------------------------------------------------------------------------------------------------------------------
Total from investment operations .27 1.73 2.17 1.26 1.26 .50
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.10) (.21) (.23) (.24) (.28) (.31)
Distributions from realized gains (.73) (.59) (1.00) (.22) -- (.16)
---------------------------------------------------------------------------------------------------------------------------
Total distributions (.83) (.80) (1.23) (.46) (.28) (.47)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.35 $9.91 $8.98 $8.04 $7.24 $6.26
---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $1,494 $1,372 $973 $740 $677 $601
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to
average daily net assets(b) 1.04%(e) .86% .86% .89% .90% .89%
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets 2.04%(e) 2.23% 2.81% 3.42% 4.03% 4.84%
---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities) 37% 71% 83% 90% 84% 68%
---------------------------------------------------------------------------------------------------------------------------
Total return(c) 2.86% 20.15% 28.40% 18.12% 20.28% 8.44%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest
cent.
(b) Effective fiscal year 1996, expense ratio is based on total expenses of
the Fund before reduction of earnings credits on cash balances.
(c) Total return does not reflect payment of a sales charge.
(d) Six months ended Dec. 31, 1999 (Unaudited).
(e) Adjusted to an annual basis.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 29p
<PAGE>
FISCAL PERIOD ENDED JUNE 30,
<TABLE>
<CAPTION>
PER SHARE INCOME AND CAPITAL CHANGES(a)
CLASS B
1999(f) 1999 1998 1997 1996 1995(b)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.91 $8.98 $8.04 $7.23 $6.26 $5.98
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .06 .14 .17 .19 .23 .15
Net gains (losses) (both realized and
unrealized) .17 1.52 1.94 1.03 .96 .26
---------------------------------------------------------------------------------------------------------------------------
Total from investment operations .23 1.66 2.11 1.22 1.19 .41
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.06) (.14) (.17) (.19) (.22) (.13)
Distributions from realized gains (.73) (.59) (1.00) (.22) -- --
---------------------------------------------------------------------------------------------------------------------------
Total distributions (.79) (.73) (1.17) (.41) (.22) (.13)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.35 $9.91 $8.98 $8.04 $7.23 $6.26
---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $ 593 $ 460 $ 201 $ 93 $ 47 $ 7
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average
daily net assets(c) 1.80%(d) 1.63% 1.62% 1.65% 1.68% 1.83%(d)
Ratio of net investment income
(loss)to average daily net assets 1.29%(d) 1.45% 2.01% 2.66% 3.05% 4.83%(d)
---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities) 37% 71% 83% 90% 84% 68%
---------------------------------------------------------------------------------------------------------------------------
Total return(e) 2.48% 19.29% 27.47% 17.27% 19.38% 7.41%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Effective fiscal year 1996, expense ratio is based on total expenses of
the Fund before reduction of earnings credits on cash balances.
(d) Adjusted to an annual basis.
(e) Total return does not reflect payment of a sales charge.
(f) Six months ended Dec. 31, 1999 (Unaudited).
------------------------------------------------------------------------------
30p AXP UTILITIES INCOME FUND
<PAGE>
FISCAL PERIOD ENDED JUNE 30,
<TABLE>
<CAPTION>
PER SHARE INCOME AND CAPITAL CHANGES(a)
CLASS Y
1999(f) 1999 1998 1997 1996 1995(b)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.91 $8.98 $8.04 $7.24 $6.26 $5.98
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .11 .22 .24 .26 .31 .16
Net gains (losses) (both realized and
unrealized) .16 1.52 1.94 1.02 .96 .27
---------------------------------------------------------------------------------------------------------------------------
Total from investment operations .27 1.74 2.18 1.28 1.27 .43
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.11) (.22) (.24) (.26) (.29) (.15)
Distributions from realized gains (.73) (.59) (1.00) (.22) -- --
---------------------------------------------------------------------------------------------------------------------------
Total distributions (.84) (.81) (1.24) (.48) (.29) (.15)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.34 $9.91 $8.98 $8.04 $7.24 $6.26
---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $ -- $ -- $ -- $ -- $ -- $ --
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net
assets(c) .88%(d) .79% .79% .74% .73% .84%(d)
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
(loss)to average daily net assets 2.21%(d) 2.18% 3.02% 3.57% 4.13% 5.84%d
---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities) 37% 71% 83% 90% 84% 68%
---------------------------------------------------------------------------------------------------------------------------
Total return(e) 2.87% 20.25% 28.43% 18.30% 20.48% 7.68%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Effective fiscal year 1996, expense ratio is based on total expenses of
the Fund before reduction of earnings credits on cash balances.
(d) Adjusted to an annual basis.
(e) Total return does not reflect payment of a sales charge.
(f) Six months ended Dec. 31, 1999 (Unaudited).
The information in these tables has been audited by KPMG LLP, independent
auditors. The independent auditor's report and additional information about
the performance of the Fund are contained in the Fund's annual report which,
if not included with this prospectus, may be obtained without charge.
------------------------------------------------------------------------------
PROSPECTUS -- JUNE 26, 2000 31p
<PAGE>
AMERICAN
EXPRESS-Registered Trademark-
FUNDS
This Fund, along with the other American Express mutual funds, is distributed
by American Express Financial Advisors Inc. and can be purchased from an
American Express financial advisor or from other authorized broker-dealers or
third parties. The Funds can be found under the "Amer Express" banner in most
mutual fund quotations.
Additional information about the Fund and its investments is available in the
Fund's Statement of Additional Information (SAI), annual and semiannual
reports to shareholders. In the Fund's annual report, you will find a
discussion of market conditions and investment strategies that significantly
affected the Fund during its last fiscal year. The SAI is incorporated by
reference in this prospectus. For a free copy of the SAI, the annual report
or the semiannual report contact your selling agent or American Express
Client Service Corporation.
American Express Funds
70100 AXP Financial Center, Minneapolis, MN 55474
800-862-7919 TTY: 800-846-4852
Web site address:
http://www.americanexpress.com/advisors
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
1-202-942-8090). Reports and other information about the Fund are available
on the EDGAR Database on the Commission's Internet site at
(http://www.sec.gov). Copies of this information may be obtained, after
paying a duplicating fee, by electronic request at the following E-mail
address: [email protected], or by writing to the Public Reference Section of
the Commission, Washington, D.C. 20549-0102.
Investment Company Act File #811-5522
TICKER SYMBOL
CLASS A: INUTX CLASS B: IUTBX CLASS C: N/A CLASS Y: N/A
[LOGO]
S-6341-99R (6/00)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
FOR
AXPSM UTILITIES INCOME FUND (the Fund)
Aug. 27, 1999
Revised as of June 26, 2000
This Statement of Additional Information (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 American Express financial advisor or by writing to American Express
Client Service Corporation, P.O. Box 534, Minneapolis, MN 55440-0534 or by
calling 800-862-7919.
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. The
prospectus for the Fund, dated the same date as this SAI, also is incorporated
in this SAI by reference.
<PAGE>
TABLE OF CONTENTS
Mutual Fund Checklist..................................................p.3
Fundamental Investment Policies........................................p.4
Investment Strategies and Types of Investments.........................p.6
Information Regarding Risks and Investment Strategies..................p.8
Security Transactions.................................................p.30
Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation................................p.32
Performance Information...............................................p.33
Valuing Fund Shares...................................................p.35
Investing in the Fund.................................................p.36
Selling Shares........................................................p.38
Pay-out Plans.........................................................p.39
Taxes.................................................................p.40
Agreements............................................................p.42
Organizational Information............................................p.45
Board Members and Officers............................................p.47
Compensation for Board Members........................................p.50
Independent Auditors..................................................p.50
Appendix: Description of Ratings.....................................p.51
<PAGE>
MUTUAL FUND CHECKLIST
-------------------------------------------------------------------------------
|X|
Mutual funds are NOT guaranteed or insured by any
bank or government agency. You can lose money.
|X|
Mutual funds ALWAYS carry investment risks. Some
types carry more risk than others.
|X|
A higher rate of return typically involves a
higher risk of loss.
|X|
Past performance is not a reliable indicator of
future performance.
|X|
ALL mutual funds have costs that lower investment
return.
|X|
You can buy some mutual funds by contacting them
directly. Others, like this one, are sold mainly
through brokers, banks, financial planners, or
insurance agents. If you buy through these
financial professionals, you generally will pay a
sales charge.
|X|
Shop around. Compare a mutual fund with others of
the same type before you buy.
OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:
Develop a Financial Plan
Have a plan - even a simple plan can help you take control of your financial
future. Review your plan with your advisor at least once a year or more
frequently if your circumstances change.
Dollar-Cost Averaging
An investment technique that works well for many investors is one that
eliminates random buy and sell decisions. One such system is dollar-cost
averaging. Dollar-cost averaging involves building a portfolio through the
investment of fixed amounts of money on a regular basis regardless of the price
or market condition. This may enable an investor to smooth out the effects of
the volatility of the financial markets. By using this strategy, more shares
will be purchased when the price is low and less when the price is high. As the
accompanying chart illustrates, dollar-cost averaging tends to keep the average
price paid for the shares lower than the average market price of shares
purchased, although there is no guarantee.
While this does not ensure a profit and does not protect against a loss if the
market declines, it is an effective way for many shareholders who can continue
investing through changing market conditions to accumulate shares to meet
long-term goals.
<PAGE>
Dollar-cost averaging:
-------------------------------------------------------------
Regular Market Price Shares
Investment of a Share Acquired
-------------------------------------------------------------
$100 $6.00 16.7
100 4.00 25.0
100 4.00 25.0
100 6.00 16.7
100 5.00 20.0
----- -------- ------
$500 $25.00 103.4
Average market price of a share over 5 periods: $5.00 ($25.00 divided by 5)
The average price you paid for each share: $4.84 ($500 divided by 103.4)
Diversify
Diversify your portfolio. By investing in different asset classes and different
economic environments you help protect against poor performance in one type of
investment while including investments most likely to help you achieve your
important goals.
Understand Your Investment
Know what you are buying. Make sure you understand the potential risks, rewards,
costs, and expenses associated with each of your investments.
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.
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:
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 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 Make cash loans if the total commitment amount exceeds 5% of the Fund's
total assets.
o Purchase more than 10% of the outstanding voting securities of an issuer.
<PAGE>
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 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. For purposes of this policy, real estate includes real
estate limited partnerships.
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 Lend Fund securities in excess of 30% of its net assets.
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 attempt to hedge
against certain types of risk, these practices are left to the investment
manager's sole discretion.
-------------------------------------------------------------------------------
Allowable for the Fund?
Investment strategies & types of investments:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Agency and Government Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Borrowing yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Cash/Money Market Instruments yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Collateralized Bond Obligations yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Commercial Paper yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Common Stock yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Convertible Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Corporate Bonds yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Debt Obligations yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Depositary Receipts yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Derivative Instruments yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Foreign Currency Transactions yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Foreign Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
High-Yield (High-Risk) Securities (Junk Bonds) no
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Illiquid and Restricted Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Indexed Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Inverse Floaters no
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Investment Companies yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Lending of Portfolio Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Loan Participations yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Mortgage- and Asset-Backed Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Mortgage Dollar Rolls no
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Municipal Obligations yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Preferred Stock yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Real Estate Investment Trusts yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Repurchase Agreements yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Reverse Repurchase Agreements yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Short Sales no
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Sovereign Debt yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Structured Products yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Variable- or Floating-Rate Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Warrants yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
When-Issued Securities yes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities yes
-------------------------------------------------------------------------------
<PAGE>
The following are guidelines that may be changed by the board at any time:
o Under normal market conditions, the Fund will concentrate at least 65% of
its total assets in securities of public utility companies. For purposes of
this policy the fund defines companies primarily engaged in the utilities
industry as those with at least 50% of their assets, revenues or profits
coming from utilities.
o The Fund may not purchase debt securities rated below investment grade.
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.
<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. 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. Junk bonds have greater price fluctuations and are
more likely to experience a default than investment grade bonds.
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.
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.
<PAGE>
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). In general, the longer the maturity of a bond, the higher its yield and
the greater the sensitivity to changes in interest rate.
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.
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>
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.
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.
<PAGE>
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 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.
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.
<PAGE>
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 $1,000; (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.
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.
<PAGE>
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.)
All ratings limitations are applied at the time of purchase. Subsequent to
purchase, a debt security may cease to be rated or its rating may be reduced
below the minimum required for purchase by the Fund. Neither event will require
the sale of such a security, but it will be a factor in considering whether to
continue to hold the security. To the extent that ratings change as a result of
changes in a rating organization or their rating systems, the Fund will attempt
to use comparable ratings as standards for selecting investments.
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. In addition, ADR holders may not have all the legal rights of
shareholders and may experience difficulty in receiving shareholder
communications. (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.
Derivative Instruments
Derivative instruments are commonly defined to include securities or contracts
whose values depend, in whole or in part, 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.
<PAGE>
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 for the length of the contract to sell the security at the
set price when the buyer wants to exercise the option during the length of the
contract, 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 during
the length of the contract, 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.
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.
<PAGE>
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.
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.
If the Fund is using short futures contracts for hedging purposes, the Fund may
be required to defer recognizing losses incurred on short futures contracts and
on underlying securities.
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.
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.
<PAGE>
Other Risks of Derivatives.
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.
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.
<PAGE>
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.
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.
<PAGE>
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.
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 option, 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.
<PAGE>
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.
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
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
<PAGE>
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 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 transition 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.
To the extent the Fund invests in illiquid or restricted securities, it may
encounter difficulty in determining a market value for such securities.
Disposing of illiquid or restricted securities may involve time-consuming
negotiations and legal expense, and it may be difficult or impossible for the
Fund to sell such an investment promptly and at an acceptable price.
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, the Fund 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.
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
<PAGE>
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, possessions, or sovereign nations within the territorial boundaries
of the United States (including the District of Columbia and Puerto Rico). 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.
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.)
<PAGE>
Taxable Municipal Obligations. There is another type of municipal obligation
that is subject to federal income tax for a variety of reasons. These municipal
obligations do not qualify for the federal income exemption because (a) they did
not receive necessary authorization for tax-exempt treatment from state or local
government authorities, (b) they exceed certain regulatory limitations on the
cost of issuance for tax-exempt financing or (c) they finance public or private
activities that do not qualify for the federal income tax exemption. These
non-qualifying activities might include, for example, certain types of
multi-family housing, certain professional and local sports facilities,
refinancing of certain municipal debt, and borrowing to replenish a
municipality's underfunded pension plan.
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.
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.
<PAGE>
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 at the time of replacement. 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 between the date of short
sale and the date on which the borrowed securities is replaced, the investor
loses the opportunity to participate in the gain. A "short sale against the box"
will result in a constructive sale of appreciated securities thereby generating
capital gains to the Fund.
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.
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.
<PAGE>
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.
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.
<PAGE>
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. In addition, when the Fund engages in forward commitment and
when-issued transactions, it relies on the counterparty to consummate the
transaction. The failure of the counterparty to consummate the transaction may
result in the Fund losing the opportunity to obtain a price and yield considers
to be advantageous.
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, AEFC 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, AEFC 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. 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.
The Fund, AEFC and American Express Financial Advisors Inc. (the Distributor)
each have 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 AEFC to do so to the extent authorized by
law, if AEFC 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 AEFC's overall
responsibilities with respect to the Fund and the other American Express funds
for which it acts as investment manager.
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, AEFC must follow procedures
authorized by the board. To date, three procedures have been authorized. One
procedure permits AEFC 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 AEFC, 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 AEFC, in order to obtain research and brokerage
services, to cause the Fund to pay a commission in excess of the amount another
broker might have charged. AEFC 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 AEFC believes it may obtain better
overall execution. AEFC 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.
<PAGE>
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 AEFC in providing advice to all American
Express funds 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 AEFC or
any of its subsidiaries. When the Fund buys or sells the same security as
another portfolio, fund, or account, AEFC 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, AEFC makes a comprehensive review of the broker-dealers and
the overall reasonableness of their commissions. The review evaluates execution,
operational efficiency, and research services.
The Fund paid total brokerage commissions of $3,138,422 for fiscal year ended
June 30, 1999, $2,130,303 for fiscal year 1998, and $1,896,857 for fiscal year
1997. Substantially all firms through whom transactions were executed provide
research services.
In fiscal year 1999, transactions amounting to $33,153,000 on which $43,500 in
commissions were imputed or paid, were specifically directed to firms in
exchange for research services.
As of the end of the most recent fiscal year, the Fund held 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 as
presented below:
Value of Securities
Name of Issuer owned at End of Fiscal Year
-------------- -----------------------------
Fleet Funding $2,093,712
The portfolio turnover rate was 71% in the most recent fiscal year, and 83% in
the year before.
<PAGE>
BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION
-------------------------------------------------------------------------------
Affiliates of American Express Company (of which AEFC is a wholly-owned
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. AEFC will
use an American Express affiliate only if (i) AEFC 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 Services Agreement.
Information about brokerage commissions paid by the Fund for the last three
fiscal years to brokers affiliated with AEFC 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>
Percent of
Aggregate
Aggregate Dollar Amount Aggregate Aggregate
Dollar amount of Dollar Amount Dollar Amount
of Commissions Percent of Transactions of Commissions of Commissions
Paid to Broker Aggregate Involving Paid to Broker Paid to Broker
Nature of Brokerage Payment of
Broker Affiliation Commissions Commissions
American Wholly-owned $47,328 1.51% 3.46% $22,259 $56,075
Enterprise subsidiary of
Investment AEFC
Services, 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 a class 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,
made 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 a class 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,
made at the beginning of a period, at the end of the period
(or fractional portion thereof)
Annualized yield
The Fund may calculate an annualized yield for a class 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
The Fund's annualized yield was 1.88% for Class A, 1.23% for Class B and 2.07%
for Class Y for the 30-day period ended June 30, 1999.
<PAGE>
The Fund's yield, calculated as described above according to the formula
prescribed by the SEC, is a hypothetical return based on market value yield to
maturity for the Fund's securities. It is not necessarily indicative of the
amount which was or may be paid to the Fund's shareholders. Actual amounts paid
to Fund shareholders are reflected in the distribution yield.
Distribution yield
Distribution yield is calculated according to the following formula:
D divided by POPF equals DY
--- ------
30 30
where: D = sum of dividends for 30-day period
POP = sum of public offering price for 30-day period
F = annualizing factor DY = distribution yield
The Fund's distribution yield was 1.76% for Class A, 1.10% for Class B and 1.94%
for Class Y for the 30-day period ended June 30, 1999.
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 Business 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. The Fund also may compare its
performance to a wide variety of indexes or averages. There are similarities and
differences between the investments that the Fund may purchase and the
investments measured by the indexes or averages and the composition of the
indexes or averages will differ from that of the Fund.
Ibbotson Associates provides historical returns of the capital markets in the
United States, including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term government bonds,
Treasury bills, the U.S. rate of inflation (based on the CPI) and combinations
of various capital markets. The performance of these capital markets is based on
the returns of different indexes. The Fund may use the performance of these
capital markets in order to demonstrate general risk-versus-reward investment
scenarios.
The Fund may quote various measures of volatility in advertising. Measures of
volatility seek to compare a fund's historical share price fluctuations or
returns to those of a benchmark.
The Distributor may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Materials may
include discussions of asset allocation, retirement investing, brokerage
products and services, model portfolios, saving for college or other goals, and
charitable giving.
<PAGE>
VALUING FUND SHARES
-------------------------------------------------------------------------------
As of the end of the most recent fiscal year, the computation looked like this:
<TABLE>
<CAPTION>
Shares Net asset value
Net assets outstanding of one share
<S> <C> <C> <C> <C> <C>
----------------- ----------------- ----------------- ----------------- -----------------
Class A $1,372,237,754 divided by 138,406,448 equals $9.91
Class B 460,475,507 46,452,053 9.91
Class C*
Class Y 545,565 55,050 9.91
</TABLE>
*Class C is new as of the date of this SAI and therefore NAV information is not
available.
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 Securities traded on a securities exchange for which a last-quoted sales
price is readily available are valued at the last-quoted sales price on the
exchange where such security is primarily traded.
o Securities traded on a securities exchange for which a last-quoted sales
price is not readily available are valued at the mean of the closing bid
and asked prices, looking first to the bid and asked prices on the exchange
where the security is primarily traded and, if none exist, to the
over-the-counter market.
o Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.
o Securities included in the NASDAQ National Market System for which a
last-quoted sales price is not readily available, and other securities
traded over-the-counter but not included in the NASDAQ National Market
System are valued at the mean of the closing bid and asked prices.
o Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.
o Foreign securities traded outside the United States are generally valued as
of the time their trading is complete, which is usually different from the
close of the Exchange. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at the current rate of exchange. Occasionally,
events affecting the value of such securities may occur between such times
and the close of the Exchange that 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, these securities will be valued
at their fair value according to procedures decided upon in good faith by
the board.
o Short-term securities maturing more than 60 days from the valuation date
are valued at the readily available market price or approximate market
value based on current interest rates. Short-term securities maturing in 60
days or less that originally had maturities of more than 60 days at
acquisition date are valued at amortized cost using the market value on the
61st day before maturity. Short-term securities maturing in 60 days or less
at 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 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 and other assets are
valued at fair value as determined in good faith by the board. The board is
responsible for selecting methods it believes provide fair value. When
possible, bonds are valued by a pricing service independent from the Fund.
If a valuation of a bond is not available from a pricing service, the bond
will be valued by a dealer knowledgeable about the bond if such a dealer is
available.
<PAGE>
INVESTING IN THE FUND
-------------------------------------------------------------------------------
SALES CHARGE
Investors should understand that the purpose and function of the initial sales
charge and distribution fee for Class A shares is the same as the purpose and
function of the CDSC and distribution fee for Class B and Class C shares. The
sales charges and distribution fees applicable to each class pay for the
distribution of shares of the Fund.
Shares of the Fund are sold at the public offering price. The public offering
price is the NAV of one share adjusted for the sales charge for Class A. For
Class B, Class C and Class Y, there is no initial sales charge so the public
offering price is the same as the NAV. Using the sales charge schedule in the
table below, for Class A, the public offering price for an investment of less
than $50,000, made on the last day of the most recent fiscal year, was
determined by dividing the NAV of one share, $9.91, by 0.9425 (1.00-0.0575) for
a maximum 5.75% sales charge for a public offering price of $10.51. The sales
charge is paid to the Distributor by the person buying the shares.
Class A - Calculation of the Sales Charge
Sales charges are determined as follows:
<TABLE>
<CAPTION>
Sales charge as a percentage of:
------------------------------------------------------------
Public Net
Amount of Investment Offering Price Amount Invested
<S> <C> <C>
-------------------- -------------- ---------------
Up to $50,000 5.75% 6.10%
$50,000 - $99,999 4.75 4.99
$100,000 - $249,999 3.75 3.90
$250,000 - $499,999 2.50 2.56
$500,000 - $999,999 2.00* 2.04*
$1,000,000 or more 0.00 0.00
*The sales charge will be waived until Dec. 31, 2000.
</TABLE>
The initial sales charge is waived for certain qualified plans. Participants in
these qualified plans may be subject to a deferred sales charge on certain
redemptions. The Fund will waive the deferred sales charge on certain
redemptions if the redemption is a result of a participant's death, disability,
retirement, attaining age 59 1/2, loans, or hardship withdrawals. The deferred
sales charge varies depending on the number of participants in the qualified
plan and total plan assets as follows:
Deferred Sales Charge
Number of Participants
Total Plan Assets 1-99 100 or more
----------------- ---- -----------
Less than $1 million 4% 0%
$1 million or more 0% 0%
-------------------------------------------------------------------------------
Class A - Reducing the Sales Charge
The market value of your investments in the Fund determines your sales charge.
For example, suppose you have made an investment that now has a value of $20,000
and you later decide to invest $40,000 more. The value of your investments would
be $60,000. As a result, your $40,000 investment qualifies for the lower 4.75%
sales charge that applies to investments of more than $50,000 and up to
$100,000.
<PAGE>
Class A - Letter of Intent (LOI)
If you intend to invest more than $50,000 over a period of time, you can reduce
the sales charge in Class A by filing a LOI and committing to invest a certain
amount. The agreement can start at any time and will remain in effect for 13
months. The LOI start date can be backdated by 90 days. Your investments will be
charged the sales charge that applies to the amount you have committed to
invest. Five percent of the commitment amount will be placed in escrow. If your
commitment amount is reached within the 13-month period, the shares will be
released from escrow. If you do not invest the commitment amount by the end of
the 13 months, the remaining unpaid sales charge will be redeemed from the
escrowed shares and the remaining balance released from escrow. The commitment
amount does not include purchases in any class of American Express funds other
than Class A; purchases in American Express funds held within a wrap product;
and purchases of AXP Cash Management Fund and AXP Tax-Free Money Fund unless
they are subsequently exchanged to Class A shares of an American Express mutual
fund within the 13 month period. A LOI is not an option (absolute right) to buy
shares.
Class Y Shares
Class Y shares are offered to certain institutional investors. Class Y shares
are sold without a front-end sales charge or a CDSC and are not subject to a
distribution fee. The following investors are eligible to purchase Class Y
shares:
o Qualified employee benefit plans* if the plan:
- uses a daily transfer recordkeeping service offering
participants daily access to American Express mutual funds and has
- at least $10 million in plan assets or
- 500 or more participants; or
- does not use daily transfer recordkeeping and has
- at least $3 million invested in American Express mutual
funds or
- 500 or more participants.
o Trust companies or similar institutions, and charitable organizations that
meet the definition in Section 501(c)(3) of the Internal Revenue Code.*
These institutions must have at least $10 million in American Express
mutual funds.
o Nonqualified deferred compensation plans* whose participants are included
in a qualified employee benefit described above.
* Eligibility must be determined in advance. To do so, contact your financial
advisor.
SYSTEMATIC INVESTMENT PROGRAMS
After you make your initial investment of $100 or more, you must make additional
payments of $100 or more on at least a monthly basis until your balance reaches
$2,000. These minimums do not apply to all systematic investment programs. You
decide how often to make payments - monthly, quarterly, or semiannually. You are
not obligated to make any payments. You can omit payments or discontinue the
investment program altogether. The Fund also can change the program or end it at
any time.
<PAGE>
AUTOMATIC DIRECTED DIVIDENDS
Dividends, including capital gain distributions, paid by another American
Express fund subject to a sales charge, may be used to automatically purchase
shares in the same class of this Fund. Dividends may be directed to existing
accounts only. Dividends declared by a fund are exchanged to this Fund the
following day. Dividends can be exchanged into the same class of another
American Express fund but cannot be split to make purchases in two or more
funds. Automatic directed dividends are available between accounts of any
ownership except:
o Between a non-custodial account and an IRA, or 401(k) plan account or other
qualified retirement account of which American Express Trust Company acts
as custodian;
o Between two American Express Trust Company custodial accounts with
different owners (for example, you may not exchange dividends from your IRA
to the IRA of your spouse); and
o Between different kinds of custodial accounts with the same ownership (for
example, you may not exchange dividends from your IRA to your 401(k) plan
account, although you may exchange dividends from one IRA to another IRA).
Dividends may be directed from accounts established under the Uniform Gifts to
Minors Act (UGMA) or Uniform Transfers to Minors Act (UTMA) only into other UGMA
or UTMA accounts with identical ownership.
The Fund's investment goal is described in its prospectus along with other
information, including fees and expense ratios. Before exchanging dividends into
another fund, you should read that fund's prospectus. You will receive a
confirmation that the automatic directed dividend service has been set up for
your account.
REJECTION OF BUSINESS
The Fund or AECSC reserves the right to reject any business, in its sole
discretion.
SELLING SHARES
-------------------------------------------------------------------------------
You have a right to sell your shares at any time. For an explanation of sales
procedures, please see the prospectus.
During an emergency, the board can suspend the computation of NAV, stop
accepting payments for purchase of shares, or suspend the duty of the Fund to
redeem 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 shareholders.
<PAGE>
The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Fund to redeem shares in cash, with respect to any one shareholder
during any 90-day period, up to the lesser of $250,000 or 1% of the net assets
of the Fund at the beginning of the period. Although redemptions in excess of
this limitation would normally be paid in cash, the Fund reserves the right to
make these payments in whole or in part in securities or other assets in case of
an emergency, or if the payment of a redemption in cash would be detrimental to
the existing shareholders of the Fund as determined by the board. In these
circumstances, the securities distributed would be valued as set forth in this
SAI. Should the Fund distribute securities, a shareholder may incur brokerage
fees or other transaction costs in converting the securities to cash.
PAY-OUT PLANS
-------------------------------------------------------------------------------
You can use any of several pay-out plans to redeem your investment in regular
installments. If you redeem Class B shares you may be subject to a contingent
deferred sales charge as discussed in the prospectus. While the plans differ on
how the pay-out is figured, they all are based on the redemption of your
investment. Net investment income dividends and any capital gain distributions
will automatically be reinvested, unless you elect to receive them in cash. If
you are redeeming a tax-qualified plan account for which American Express Trust
Company acts as custodian, you can elect to receive your dividends and other
distributions in cash when permitted by law. If you redeem an IRA or a qualified
retirement account, certain restrictions, federal tax penalties, and special
federal income tax reporting requirements may apply. You should consult your tax
advisor about this complex area of the tax law.
Applications for a systematic investment in a class of the Fund subject to a
sales charge normally will not be accepted while a pay-out plan for any of those
funds is in effect. Occasional investments, however, may be accepted.
To start any of these plans, please write American Express Client Service
Corporation, P.O. Box 534, Minneapolis, MN 55440-0534, or call American Express
Financial Advisors Telephone Transaction Service at 800-437-3133. Your
authorization must be received in the Minneapolis headquarters at least five
days before the date you want your payments to begin. The initial payment must
be at least $50. Payments will be made on a monthly, bimonthly, quarterly,
semiannual, or annual basis. Your choice is effective until you change or cancel
it.
The following pay-out plans are designed to take care of the needs of most
shareholders in a way AEFC can handle efficiently and at a reasonable cost. If
you need a more irregular schedule of payments, it may be necessary for you to
make a series of individual redemptions, in which case you will have to send in
a separate redemption request for each pay-out. The Fund reserves the right to
change or stop any pay-out plan and to stop making such plans available.
Plan #1: Pay-out for a fixed period of time
If you choose this plan, a varying number of shares will be redeemed at regular
intervals during the time period you choose. This plan is designed to end in
complete redemption of all shares in your account by the end of the fixed
period.
Plan #2: Redemption of a fixed number of shares
If you choose this plan, a fixed number of shares will be redeemed for each
payment and that amount will be sent to you. The length of time these payments
continue is based on the number of shares in your account.
<PAGE>
Plan #3: Redemption of a fixed dollar amount
If you decide on a fixed dollar amount, whatever number of shares is necessary
to make the payment will be redeemed in regular installments until the account
is closed.
Plan #4: Redemption of a percentage of net asset value
Payments are made based on a fixed percentage of the net asset value of the
shares in the account computed on the day of each payment. Percentages range
from 0.25% to 0.75%. For example, if you are on this plan and arrange to take
0.5% each month, you will get $50 if the value of your account is $10,000 on the
payment date.
TAXES
-------------------------------------------------------------------------------
For tax purposes, an exchange is considered a sale and purchase, and may result
in a gain or loss. A sale is a taxable transaction. If you sell shares for less
than their cost, the difference is a capital loss. If you sell shares for more
than their cost, the difference is a capital gain. Your gain may be short term
(for shares held for one year or less) or long term (for shares held more than
one year).
If you buy Class A shares and within 91 days exchange into another fund, you may
not include the sales charge in your calculation of tax gain or loss on the sale
of the first fund you purchased. The sales charge may be included in the
calculation of your tax gain or loss on a subsequent sale of the second fund you
purchased.
For example:
You purchase 100 shares of one fund having a public offering price of $10.00 per
share. With a sales load of 5.75%, you pay $57.50 in sales load. With a NAV of
$9.425 per share, the value of your investment is $942.50. Within 91 days of
purchasing that fund, you decide to exchange out of that fund, now at a NAV of
$11.00 per share, up from the original NAV of $9.425, and purchase into a second
fund, at a NAV of $15.00 per share. The value of your investment is now
$1,100.00 ($11.00 x 100 shares). You cannot use the $57.50 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares. So
instead of having a $100.00 gain ($1,100.00 - $1,000.00), you have a $157.50
gain ($1,100.00 - $942.50). You can include the $57.50 sales load in the basis
of your shares in the second fund.
If you have a nonqualified investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified retirement account in the Fund, you
can do so without paying a sales charge. However, this type of exchange is
considered a redemption of shares and may result in a gain or loss for tax
purposes. In addition, this type of exchange may result in an excess
contribution under IRA or qualified plan regulations if the amount exchanged
plus the amount of the initial sales charge applied to the amount exchanged
exceeds annual contribution limitations. For example: If you were to exchange
$2,000 in Class A shares from a nonqualified account to an IRA without
considering the 5.75% ($115) initial sales charge applicable to that $2,000, you
may be deemed to have exceeded current IRA annual contribution limitations. You
should consult your tax advisor for further details about this complex subject.
Net investment income dividends received should be treated as dividend income
for federal income tax purposes. Corporate shareholders are generally entitled
to a deduction equal to 70% of that portion of the Fund's dividend that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, 75.11% of the Fund's net investment income
dividends qualified for the corporate deduction.
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>
Income earned by the Fund may have had foreign taxes imposed and withheld on it
in foreign countries. Tax conventions between certain countries and the U.S. may
reduce or eliminate such taxes. If more than 50% of the Fund's total assets at
the close of its fiscal year consists of securities of foreign corporations, the
Fund will be eligible to file an election with the Internal Revenue Service
under which shareholders of the Fund would be required to include their pro rata
portions of foreign taxes withheld by foreign countries as gross income in their
federal income tax returns. These pro rata portions of foreign taxes withheld
may be taken as a credit or deduction in computing the shareholders' federal
income taxes. If the election is filed, the Fund will report to its shareholders
the per share amount of such foreign taxes withheld and the amount of foreign
tax credit or deduction available for federal income tax purposes.
Capital gain distributions, if any, received by shareholders should be treated
as long-term capital gains regardless of how long they owned their shares.
Short-term capital gains earned by the Fund are paid to shareholders as part of
their ordinary income dividend and are taxable. A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.
Under the Internal Revenue Code of 1986 (the Code), gains or losses attributable
to fluctuations in exchange rates that occur between the time the Fund accrues
interest or other receivables, or accrues expenses or other liabilities
denominated in a foreign currency and the time the Fund actually collects such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss. Similarly, gains or losses on disposition of debt securities
denominated in a foreign currency attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the security and the
date of disposition also are treated as ordinary gains or losses. These gains or
losses, referred to under the Code as "section 988" gains or losses, may
increase or decrease the amount of the Fund's investment company taxable income
to be distributed to its shareholders as ordinary income.
Under federal tax law, by the end of a calendar year the Fund must declare and
pay dividends representing 98% of ordinary income for that calendar year and 98%
of net capital gains (both long-term and short-term) for the 12-month period
ending Oct. 31 of that calendar year. The Fund is subject to an excise tax equal
to 4% of the excess, if any, of the amount required to be distributed over the
amount actually distributed. The Fund intends to comply with federal tax law and
avoid any excise tax.
For purposes of the excise tax distributions, "section 988" ordinary gains and
losses are distributable based on an Oct. 31 year end. This is an exception to
the general rule that ordinary income is paid based on a calendar year end.
If a mutual fund is the holder of record of any share of stock on the record
date for any dividend payable with respect to such stock, such dividend shall be
included in gross income by the Fund as of the later of (1) the date such share
became ex-dividend or (2) the date the Fund acquired such share. Because the
dividends on some foreign equity investments may be received some time after the
stock goes ex-dividend, and in certain rare cases may never be received by the
Fund, this rule may cause the Fund to take into income dividend income that it
has not received and pay such income to its shareholders. To the extent that the
dividend is never received, the Fund will take a loss at the time that a
determination is made that the dividend will not be received.
This is a brief summary that relates to federal income taxation only.
Shareholders should consult their tax advisor as to the application of federal,
state, and local income tax laws to Fund distributions.
<PAGE>
AGREEMENTS
-------------------------------------------------------------------------------
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AEFC, a wholly-owned subsidiary of American Express Company, is the investment
manager for the Fund. Under the Investment Management Services Agreement, AEFC,
subject to the policies set by the board, provides investment management
services.
For its services, AEFC is paid a fee based on the following schedule. Each class
of the Fund pays its proportionate share of the fee.
Assets Annual rate at
(billions) each asset level
----------------- ------------------
First $0.50 0.610%
Next 0.50 0.585
Next 1.00 0.560
Next 1.00 0.535
Next 3.00 0.510
Over 6.00 0.480
On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to .580% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made.
Effective July 1, 1999, the Fund added performance incentive adjustment. The
adjustment, determined monthly, will be calculated using the percentage point
difference between the change in the net asset value of one Class A share of the
Fund and the change in the Lipper Utility Fund Index (Index). The performance of
one Class A share of the Fund is measured by computing the percentage difference
between the opening and closing net asset value of one Class A share of the
Fund, as of the last business day of the period selected for comparison,
adjusted for dividend or capital gain distributions which are treated as
reinvested at the end of the month during which the distribution was made. The
performance of the Index for the same period is established by measuring the
percentage difference between the beginning and ending Index for the comparison
period. The performance is adjusted for dividend or capital gain distributions
(on the securities which comprise the Index), which are treated as reinvested at
the end of the month during which the distribution was made. One percentage
point will be subtracted from the calculation to help assure that incentive
adjustments are attributable to AEFC's management abilities rather than random
fluctuations and the result multiplied by 0.01%. That number will be multiplied
times the Fund's average net assets for the comparison period and then divided
by the number of months in the comparison period to determine the monthly
adjustment.
Where the Fund's Class A share performance exceeds that of the Index, the base
fee will be increased. Where the performance of the Index exceeds the
performance of the Fund's Class A share, the base fee will be decreased. The
maximum monthly increase or decrease will be 0.08% of the Fund's average net
assets on an annual basis.
The management fee is paid monthly. Under the agreement, the total amount paid
was $7,279,273 for fiscal year 1999, $5,074,299 for fiscal year 1998, and
$3,919,693 for fiscal year 1997. Because the performance incentive adjustment
was not in effect until July 1, 1999, no adjustment was made to the management
fee paid as of the most recent fiscal year.
<PAGE>
Under the agreement, the Fund also pays taxes, brokerage commissions and
nonadvisory expenses, which include custodian fees; audit and certain legal
fees; fidelity bond premiums; registration fees for shares; office expenses;
postage of confirmations except purchase confirmations; consultants' fees;
compensation of board members, officers and employees; corporate filing fees;
organizational expenses; expenses incurred in connection with lending
securities; and expenses properly payable by the Fund, approved by the board.
Under the agreement, nonadvisory expenses, net of earnings credits, paid by the
Fund were $544,545 for fiscal year 1999, $201,192 for fiscal year 1998, and
$302,118 for fiscal year 1997.
Administrative Services Agreement
The Fund has an Administrative Services Agreement with AEFC. Under this
agreement, the Fund pays AEFC for providing administration and accounting
services. The fee is calculated as follows:
Assets Annual rate at
(billions) asset level
------------------ --------------
First $0.50 0.040%
Next 0.50 0.035
Next 1.00 0.030
Next 1.00 0.025
Next 3.00 0.020
Over 6.00 0.020
On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to .034% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made. Under the
agreement, the Fund paid fees of $523,707 for fiscal year 1999, $379,141 for
fiscal year 1998, and $294,140 for fiscal year 1997.
Transfer Agency Agreement
The Fund has a Transfer Agency Agreement with American Express Client Service
Corporation (AECSC). This agreement governs AECSC's responsibility for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account administration agent functions in connection with the
issuance, exchange and redemption or repurchase of the Fund's shares. Under the
agreement, AECSC will earn a fee from the Fund determined by multiplying the
number of shareholder accounts at the end of the day by a rate determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.00 per year, for Class B is $20.00 per year, for Class C is
$19.50 per year and for Class Y is $17.00 per year. The fees paid to AECSC may
be changed by the board without shareholder approval.
DISTRIBUTION AGREEMENT
American Express Financial Advisors Inc. is the Fund's principal underwriter
(distributor). The Fund's shares are offered on a continuous basis.
Under a Distribution Agreement, sales charges deducted for distributing Fund
shares are paid to the Distributor daily. These charges amounted to $6,310,109
for fiscal year 1999. After paying commissions to personal financial advisors,
and other expenses, the amount retained was $(776,311). The amounts were
$3,476,009 and $(244,797) for fiscal year 1998, and $1,681,037 and $124,140 for
fiscal year 1997.
Part of the sales charge may be paid to selling dealers who have agreements with
the Distributor. The Distributor will retain the balance of the sales charge. At
times the entire sales charge may be paid to selling dealers.
<PAGE>
SHAREHOLDER SERVICE AGREEMENT
With respect to Class Y shares, the Fund pays a fee for service provided to
shareholders by financial advisors and other servicing agents. The fee is
calculated at a rate of 0.10% of average daily net assets. During the most
recent fiscal year, the Fund also paid a shareholder service fee with respect to
Class A and Class B shares at a rate of 0.175% of average daily net assets. The
Shareholder Service Agreement for Class A and Class B shares was converted to a
Plan and Agreement of Distribution effective July 1, 1999.
PLAN AND AGREEMENT OF DISTRIBUTION
For Class A, Class B and Class C shares, to help defray the cost of distribution
and servicing not covered by the sales charges received under the Distribution
Agreement, the Fund and the Distributor entered into a Plan and Agreement of
Distribution (Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan,
the Fund pays a fee up to actual expenses incurred at an annual rate of up to
0.25% of the Fund's average daily net assets attributable to Class A shares and
up to 1.00% for Class B and Class C shares. Each class has exclusive voting
rights on the Plan as it applies to that class. In addition, because Class B
shares convert to Class A shares, Class B shareholders have the right to vote on
any material change to expenses charged under the Class A Plan.
Expenses covered under this Plan include sales commissions, business, employee
and financial advisor expenses charged to distribution of Class A, Class B, and
Class C shares; and overhead appropriately allocated to the sale of Class A,
Class B and Class C shares. These expenses also include costs of providing
personal service to shareholders. A substantial portion of the costs are not
specifically identified to any one of the American Express funds. Each class has
exclusive voting rights on the Plan as it applies to that class. In addition,
because Class B shares convert to Class A shares, Class B shareholders have the
right to vote on any material change to expenses changed under the Class A Plan.
The Plan must be approved annually by the board, including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such expenditures were made. The Plan
and any agreement related to it may be terminated at any time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by vote of a majority of the outstanding
voting securities of the relevant class of shares or by the Distributor. The
Plan (or any agreement related to it) will terminate in the event of its
assignment, as that term is defined in the 1940 Act. The Plan may not be amended
to increase the amount to be spent for distribution without shareholder
approval, and all material amendments to the Plan must be approved by a majority
of the board members, including a majority of the board members who are not
interested persons of the Fund and who do not have a financial interest in the
operation of the Plan or any agreement related to it. The selection and
nomination of disinterested board members is the responsibility of the other
disinterested board members. No board member who is not an interested person,
has any direct or indirect financial interest in the operation of the Plan or
any related agreement. For the most recent fiscal year, under the Plan, the Fund
paid fees of $2,309,710 for Class B shares. Those fees were based on the 0.75%
fee in effect for Class B shares during the most recent fiscal year. The Plan
was not effective with respect to Class A shares until July 1, 1999. As a
result, no fees were paid as of the most recent fiscal year for Class A shares.
The fee is not allocated to any one service (such as advertising, payments to
underwriters, or other uses). However, a significant portion of the fee is
generally used for sales and promotional expenses.
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.
<PAGE>
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 States 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 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.
SHARES
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
As a shareholder in the Fund, you have voting rights over the Fund's management
and fundamental policies. You are entitled to one vote for each share you own.
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 you have as many votes as the number of shares you own,
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.
AMERICAN EXPRESS FINANCIAL CORPORATION
AEFC has been a provider of financial services since 1894. Its family of
companies offers not only mutual funds but also insurance, annuities, investment
certificates and a broad range of financial management services.
In addition to managing assets of more than $105 billion for the American
Express Funds, AEFC manages investments for itself and its subsidiaries, IDS
Certificate Company and IDS Life Insurance Company. Total assets under
management as of the end of the most recent fiscal year were more than $180
billion.
The Distributor serves individuals and businesses through its nationwide network
of more than 600 supervisory offices, more than 3,800 branch offices and more
than 9,400 financial advisors.
<PAGE>
<TABLE>
<CAPTION>
FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
Date of Form of State of Fiscal
Fund Organization Organization Organization Year End Diversified
<S> <C> <C> <C> <C> <C>
AXP Bond Fund, Inc. 6/27/74, 6/31/86*** Corporation NV/MN 8/31 Yes
AXP Discovery Fund, Inc. 4/29/81, 6/13/86*** Corporation NV/MN 7/31 Yes
AXP Equity Select Fund, Inc.** 3/18/57, 6/13/86*** Corporation NV/MN 11/30 Yes
AXP Extra Income Fund, Inc. 8/17/83 Corporation MN 5/31 Yes
AXP Federal Income Fund, Inc. 3/12/85 Corporation MN 5/31 Yes
AXP Global Series, Inc. 10/28/88 Corporation MN 10/31
AXP Emerging Markets Fund Yes
AXP Global Balanced Fund Yes
AXP Global Bond Fund No
AXP Global Growth Fund Yes
AXP Innovations Fund Yes
AXP Growth Series, Inc. 5/21/70, 6/13/86*** Corporation NV/MN 7/31
AXP Growth Fund Yes
AXP Research Opportunities Fund Yes
AXP High Yield Tax-Exempt Fund, 12/21/78, 6/13/86** Corporation NV/MN 11/30 Yes
Inc.
AXP International Fund, Inc. 7/18/84 Corporation MN 10/31
AXP European Equity Fund No
AXP International Fund Yes
AXP Investment Series, Inc. 1/18/40, 6/13/86*** Corporation NV/MN 9/30
AXP Diversified Equity Income Fund Yes
AXP Mutual Yes
AXP Managed Series, Inc. 10/9/84 Corporation MN 9/30
AXP Managed Allocation Fund Yes
AXP Market Advantage Series, Inc. 8/25/89 Corporation MN 1/31
AXP Blue Chip Advantage Fund Yes
AXP International Equity Index Fund No
AXP Mid Cap Index Fund No
AXP Nasdaq 100 Index Fund No
AXP S&P 500 Index Fund No
AXP Small Company Index Fund Yes
AXP Total Stock Market Index Fund No
AXP Money Market Series, Inc. 8/22/75, 6/13/86*** Corporation NV/MN 7/31
AXP Cash Management Fund Yes
AXP New Dimensions Fund, Inc. 2/20/68, 6/13/86*** Corporation NV/MN 7/31
AXP Growth Dimensions Fund Yes
AXP New Dimensions Fund Yes
AXP Precious Metals Fund, Inc. 10/5/84 Corporation MN 3/31 No
AXP Progressive Fund, Inc. 4/23/68, 6/13/86*** Corporation NV/MN 9/30 Yes
AXP Selective Fund, Inc. 2/10/45, 6/13/86*** Corporation NV/MN 5/31 Yes
AXP Stock Fund, Inc. 2/10/45, 6/13/86*** Corporation NV/MN 9/30 Yes
AXP Strategy Series, Inc. 1/24/84 Corporation MN 3/31
AXP Equity Value Fund** Yes
AXP Focus 20 Fund No
AXP Small Cap Advantage Fund Yes
AXP Strategy Aggressive Fund** Yes
AXP Tax-Exempt Series, Inc. 9/30/76, 6/13/86*** Corporation NV/MN 11/31
AXP Intermediate Tax-Exempt Fund Yes
AXP Tax-Exempt Bond Fund Yes
AXP Tax-Free Money Fund, Inc. 2/29/80, 6/13/86*** Corporation NV/MN 12/31 Yes
AXP Utilities Income Fund, Inc. 3/25/88 Corporation MN 6/30 Yes
AXP California Tax-Exempt Trust 4/7/86 Business MA 6/30
Trust****
AXP California Tax-Exempt Fund No
AXP Special Tax-Exempt Series Trust 4/7/86 Business MA 6/30
Trust****
AXP Insured Tax-Exempt Fund Yes
AXP Massachusetts Tax-Exempt Fund No
AXP Michigan Tax-Exempt Fund No
AXP Minnesota Tax-Exempt Fund No
AXP New York Tax-Exempt Fund No
AXP Ohio Tax-Exempt Fund No
</TABLE>
<PAGE>
* At the shareholders meeting held on June 16, 1999, shareholders of the
existing funds (except for AXP Small Cap Advantage Fund) approved the name
change from IDS to AXP. In addition to substituting AXP for IDS, the
following series changed their names: IDS Growth Fund, Inc. to AXP Growth
Series, Inc., IDS Managed Retirement Fund, Inc. to AXP Managed Series,
Inc., IDS Strategy Fund, Inc. to AXP Strategy Series, Inc., and IDS
Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.
** At the shareholders meeting held on Nov. 9, 1994, IDS Equity Plus Fund,
Inc. changed its name to IDS Equity Select Fund, Inc. At that same time IDS
Strategy Aggressive Equity Fund changed its name to IDS Strategy Aggressive
Fund, and IDS Strategy Equity Fund changed its name to IDS Equity Value
Fund.
*** Date merged into a Minnesota corporation incorporated on 4/7/86.
**** Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the
trust itself is unable to meet its obligations.
BOARD MEMBERS AND OFFICERS
-------------------------------------------------------------------------------
Shareholders elect 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. They serve 15 Master Trust
portfolios and 60 American Express mutual funds.
Peter J. Anderson**
Born in 1942
200 AXP Financial Center
Minneapolis, MN
Senior vice president - investments and director of AEFC. Vice president -
investments of the Fund.
H. Brewster Atwater, Jr.'
Born in 1931
4900 IDS Tower
Minneapolis, MN
Retired chairman and chief executive officer, General Mills, Inc. Director,
Merck & Co., Inc.
Arne H. Carlson+'*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN
Chairman and chief executive officer of the Fund. Chairman, Board Services
Corporation (provides administrative services to boards). Former Governor of
Minnesota.
Lynne V. Cheney
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W. Washington, D.C.
Distinguished Fellow AEI. Former Chair of National Endowment of the Humanities.
Director, The Reader's Digest Association Inc., Lockheed-Martin, Union Pacific
Resources and EXCIDE Corporation (auto parts and batteries).
<PAGE>
David R. Hubers**
Born in 1943
2900 IDS Tower
Minneapolis, MN
President, chief executive officer and director of AEFC.
Heinz F. Hutter'
Born in 1929
P.O. Box 2187
Minneapolis, MN
Retired president and chief operating officer, Cargill, Incorporated (commodity
merchants and processors).
Anne P. Jones
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD
Attorney and telecommunications consultant. Former partner, law firm of
Sutherland, Asbill & Brennan. Director, Motorola, Inc. (electronics), and Amnex,
Inc. (communications).
William R. Pearce+'
Born in 1927
2050 One Financial Plaza
Minneapolis, MN
RII Weyerhaeuser World Timberfund, L.P. (develops timber resources) - management
committee. Retired vice chairman of the board, Cargill, Incorporated (commodity
merchants and processors). Former chairman, American Express Funds.
Alan K. Simpson
Born in 1931
1201 Sunshine Ave.
Cody, WY
Visiting lecturer and Director of The Institute of Politics, Harvard University.
Former three-term United States Senator for Wyoming. Former Assistant Republican
Leader, U.S. Senate. Director, Biogen (bio-pharmaceuticals).
John R. Thomas+'**
Born in 1937
2900 IDS Tower
Minneapolis, MN
Senior vice president of AEFC. President of the Fund.
C. Angus Wurtele'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN
Retired chairman of the board and chief executive officer, The Valspar
Corporation (paints). Director, Valspar, Bemis Corporation (packaging) and
General Mills, Inc. (consumer foods).
<PAGE>
+ Member of executive committee.
' Member of investment review committee.
* Interested person by reason of being an officer and employee of the Fund.
**Interested person by reason of being an officer, board member, employee and/or
shareholder of AEFC or American Express.
The board has appointed officers who are responsible for day-to-day business
decisions based on policies it has established. In addition to Mr. Carlson, who
is chairman of the board, Mr. Thomas, who is president and Mr. Anderson who is
vice president, the Fund's other officers are:
Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN
President of Board Services Corporation. Vice president, general counsel and
secretary for the Fund.
Officers who also are officers and employees of AEFC:
Frederick C. Quirsfeld
Born in 1947
200 AXP Financial Center
Minneapolis, MN
Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.
John M. Knight
Born in 1952
200 AXP Financial Center
Minneapolis, MN
Vice president - investment accounting of AEFC. Treasurer for the Fund.
<PAGE>
COMPENSATION FOR BOARD MEMBERS
-------------------------------------------------------------------------------
During the most recent fiscal year, the independent members of the Fund board,
for attending up to 27 meetings, received the following compensation:
<TABLE>
<CAPTION>
Compensation Table
Total cash compensation from the
Aggregate American Express Funds and
Board member compensation from the Fund Preferred Master Trust Group
<S> <C> <C>
-------------------------------------- --------------------------------- ---------------------------------
H. Brewster Atwater, Jr. $1,700 $116,400
--------------------------------------
Lynne V. Cheney 1,361 96,900
--------------------------------------
Heinz F. Hutter 1,425 99,900
--------------------------------------
Anne P. Jones 1,616 112,400
--------------------------------------
William R. Pearce 375 24,600
--------------------------------------
Alan K. Simpson 1,361 96,900
--------------------------------------
Edson W. Spencer 1,392 97,900
--------------------------------------
Wheelock Whitney 1,225 87,900
--------------------------------------
C. Angus Wurtele 1,767 120,400
</TABLE>
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 outstanding shares of any class.
INDEPENDENT AUDITORS
-------------------------------------------------------------------------------
The financial statements contained in the Annual Report were audited by
independent auditors, KPMG 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.
<PAGE>
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.
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.
<PAGE>
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.
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.
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.
<PAGE>
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.
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.
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.
<PAGE>
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>
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE BOARD AND SHAREHOLDERS
AXP UTILITIES INCOME FUND, INC.
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments in securities, of AXP Utilities Income Fund, Inc. as
of June 30, 1999, and the related statement of operations for the year then
ended and the statements of changes in net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the years
in the five-year period ended June 30, 1999. 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 the 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 referred to above present fairly, in
all material respects, the financial position of AXP Utilities Income Fund, Inc.
as of June 30, 1999, and the results of its operations, changes in its net
assets, and the financial highlights for the periods stated in the first
paragraph above, in conformity with generally accepted accounting principles.
KPMG LLP
Minneapolis, Minnesota
August 6, 1999
<PAGE>
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AXP UTILITIES INCOME FUND, INC.
<TABLE>
<CAPTION>
JUNE 30, 1999
------------------------------------------------------------------------------------------------------
ASSETS
------------------------------------------------------------------------------------------------------
<S> <C>
Investments in securities, at value (Note 1)
(identified cost $1,490,941,801) $1,814,825,192
Cash in bank on demand deposit 4,017,926
Dividends and accrued interest receivable 4,008,438
Receivable for investment securities sold 14,729,692
------------------------------------------------------------------------------------------------------
Total assets 1,837,581,248
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
LIABILITIES
------------------------------------------------------------------------------------------------------
Dividends payable to shareholders 455,340
Payable for investment securities purchased 3,680,892
Accrued investment management services fee 25,119
Accrued distribution fee 9,437
Accrued service fee 8,782
Accrued transfer agency fee 5,907
Accrued administrative services fee 1,711
Other accrued expenses 135,234
------------------------------------------------------------------------------------------------------
Total liabilities 4,322,422
------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding capital stock $1,833,258,826
======================================================================================================
------------------------------------------------------------------------------------------------------
REPRESENTED BY
------------------------------------------------------------------------------------------------------
Capital stock -- $.01 par value (Note 1) $ 1,849,136
Additional paid-in capital 1,384,356,230
Excess of distributions over net investment income (584)
Accumulated net realized gain (loss) 123,178,829
Unrealized appreciation (depreciation) on investments and on translation
of assets and liabilities in foreign currencies 323,875,215
------------------------------------------------------------------------------------------------------
Total -- representing net assets applicable to outstanding capital stock $1,833,258,826
======================================================================================================
Net assets applicable to outstanding shares: Class A $1,372,237,754
Class B $ 460,475,507
Class Y $ 545,565
Net asset value per share of outstanding capital stock: Class A shares 138,406,448 $ 9.91
Class B shares 46,452,053 $ 9.91
Class Y shares 55,050 $ 9.91
------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENT OF OPERATIONS
AXP UTILITIES INCOME FUND, INC.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1999
------------------------------------------------------------------------------------------------------
INVESMENT INCOME
------------------------------------------------------------------------------------------------------
<S> <C>
Income:
Dividends $ 38,133,170
Interest 6,414,110
Less foreign taxes withheld (122,973)
------------------------------------------------------------------------------------------------------
Total income 44,424,307
------------------------------------------------------------------------------------------------------
Expenses (Note 2):
Investment management services fee 7,279,273
Distribution fee-- Class B 2,309,710
Transfer agency fee 1,418,860
Incremental transfer agency fee
Class A 81,525
Class B 58,163
Service fee
Class A 1,964,448
Class B 537,232
Class Y 282
Administrative services fees and expenses 523,707
Compensation of board members 12,221
Custodian fees 149,268
Postage 202,176
Registration fees 113,276
Reports to shareholders 65,924
Audit fees 25,500
Other 24,960
------------------------------------------------------------------------------------------------------
Total expenses 14,766,525
Earnings credits on cash balances (Note 2) (48,780)
------------------------------------------------------------------------------------------------------
Total net expenses 14,717,745
------------------------------------------------------------------------------------------------------
Investment income (loss) -- net 29,706,562
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) -- NET
------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Security transactions 136,835,703
Foreign currency transactions (2,039)
------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments 136,833,664
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 103,859,098
------------------------------------------------------------------------------------------------------
Net gain (loss) on investments and foreign currencies 240,692,762
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations $ 270,399,324
======================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
AXP UTILITIES INCOME FUND, INC.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1999 1998
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS AND DISTRIBUTIONS
-----------------------------------------------------------------------------------------------------------
Investment income (loss) -- net $ 29,706,562 $ 26,495,897
Net realized gain (loss) on investments 136,833,664 120,504,923
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies 103,859,098 93,538,469
-----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations 270,399,324 240,539,289
-----------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income
Class A (25,253,790) (23,512,270)
Class B (4,445,156) (2,690,811)
Class Y (6,159) (2,108)
Net realized gain
Class A (68,741,354) (91,228,835)
Class B (18,236,859) (13,882,130)
Class Y (22,739) (3,554)
------------------------------------------------------------------------------------------------------------
Total distributions (116,706,057) (131,319,708)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS (NOTE 4)
------------------------------------------------------------------------------------------------------------
Proceeds from sales
Class A shares (Note 2) 354,422,867 159,688,007
Class B shares 258,289,871 98,078,706
Class Y shares 481,539 --
Reinvestment of distributions at net asset value
Class A shares 86,756,980 106,764,256
Class B shares 22,163,425 16,012,247
Class Y shares 28,759 4,647
Payments for redemptions
Class A shares (160,550,110) (128,470,542)
Class B shares (Note 2) (56,002,953) (21,041,055)
Class Y shares (33,608) (247,100)
-----------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets from capital share transactions 505,556,770 230,789,166
-----------------------------------------------------------------------------------------------------------
Total increase (decrease) in net assets 659,250,037 340,008,747
Net assets at beginning of year 1,174,008,789 834,000,042
-----------------------------------------------------------------------------------------------------------
Net assets at end of year $1,833,258,826 $1,174,008,789
===========================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
AXP UTILITIES INCOME FUND, INC.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 (as amended) as
a diversified, open-end management investment company. The Fund has 10 billion
authorized shares of capital stock. The Fund invests primarily in securities of
public utilities companies.
The Fund offers Class A, Class B and Class Y shares.
- Class A shares are sold with a front-end sales charge.
- Class B shares may be subject to a contingent deferred sales charge and
automatically convert to Class A shares during the ninth calendar year of
ownership.
- Class Y shares have no sales charge and are offered only to qualifying
institutional investors.
All classes of shares have identical voting, dividend and liquidation rights.
The distribution fee, incremental transfer agency fee and service fee (class
specific expenses) differs among classes. Income, expenses (other than class
specific expenses) and realized and unrealized gains or losses on investments
are allocated to each class of shares based upon its relative net assets.
The Fund's significant accounting policies are summarized below:
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 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.
<PAGE>
OPTION TRANSACTIONS
To produce incremental earnings, protect gains, and facilitate buying and
selling of securities for investments, the Fund may buy and write options traded
on any U.S. or foreign exchange or in the over-the-counter market where
completing the obligation depends upon the credit standing of the other party.
The Fund also may buy and sell put and 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.
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 may buy and
sell financial futures contracts traded on any U.S. or foreign exchange. The
Fund also may buy and write put and call options on these futures contracts.
Risks of entering into futures contracts and related options include the
possibility 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.
<PAGE>
FOREIGN CURRENCY TRANSLATIONS AND FOREIGN CURRENCY CONTRACTS
Securities and other assets and liabilities denominated in foreign currencies
are translated daily into U.S. dollars at the closing rate of exchange. Foreign
currency amounts related to the purchase or sale of securities and income and
expenses are translated at the exchange rate on the transaction date. The effect
of changes in foreign exchange rates on realized and unrealized security gains
or losses is reflected as a component of such gains or losses. In the statement
of operations, net realized gains or losses from foreign currency transactions,
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 dividend,
interest income and foreign withholding taxes.
The Fund 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.
FEDERAL 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 or excise taxes is thus
required.
Net investment income (loss) and net realized gains (losses) may differ for
financial statement and tax purposes primarily because of deferred losses on
certain futures contracts, the recognition of certain foreign currency gains
(losses) as ordinary income (loss) for tax purposes and losses deferred due to
"wash sale" transactions. The character of distributions made during the year
from net investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to the timing of
dividend distributions, the fiscal year in which amounts are distributed may
differ from the year that the income or realized gains (losses) were recorded by
the Fund.
On the statement of assets and liabilities, as a result of permanent book-to-tax
differences, undistributed net investment income has been decreased by $2,039
and accumulated net realized gain has been increased by $2,039.
<PAGE>
DIVIDENDS TO SHAREHOLDERS
Dividends from net investment income, declared and paid each calendar quarter,
are reinvested in additional shares of the Fund at net asset value or payable in
cash. Capital gains, when available, are distributed along with the last income
dividend of the calendar year.
OTHER
Security transactions are accounted for on the date securities are purchased or
sold. Dividend income is recognized on the ex-dividend date and interest income,
including level-yield amortization of premium and discount, is accrued daily.
2. EXPENSES AND SALES CHARGES
The Fund has agreements with American Express Financial Corporation (AEFC) to
manage its portfolio and provide administrative services. Under an Investment
Management Services Agreement, AEFC determines which securities will be
purchased, held or sold. The management fee is a percentage of the Fund's
average daily net assets in reducing percentages from 0.53% to 0.40% annually.
Effective July 1, 1999, the management fee will increase to a range of 0.61% to
0.48% of average daily net assets annually.
Under an Administrative Services Agreement, the Fund pays AEFC a fee for
administration and accounting services at a percentage of the Fund's average
daily net assets in reducing percentages from 0.04% to 0.02% annually.
Additional administrative service expenses paid by the Fund are office expenses,
consultants' fees and compensation of officers and employees. Under this
agreement, the Fund also pays taxes, audit and certain legal fees, registration
fees for shares, compensation of board members, corporate filing fees and any
other expenses properly payable by the Fund and approved by the board.
Under a separate Transfer Agency Agreement, American Express Client Service
Corporation (AECSC) maintains shareholder accounts and records. The Fund pays
AECSC an annual fee per shareholder account for this service as follows:
- Class A $19
- Class B $20
- Class Y $17
Under terms of a prior agreement that ended Jan. 31, 1999, the Fund paid a
transfer agency fee at an annual rate per shareholder account of $15 for Class A
and $16 for Class B. Under terms of a prior agreement that ended March 31, 1999,
the Fund paid a transfer agency fee at an annual rate per shareholder account of
$15 for Class Y.
<PAGE>
The Fund has agreements with American Express Financial Advisors Inc. for
distribution and shareholder services. Under a Plan and Agreement of
Distribution, the Fund pays a distribution fee at an annual rate of 0.75% of the
Fund's average daily net assets attributable to Class B shares for distribution
services. Effective July 1, 1999, the Fund will pay a distribution fee at and
annual rate up to 0.25% of the Fund's average daily net assets attributable to
Class A shares and up to 1.00% of the Fund's average daily net assets
attributable to Class B shares.
Under a Shareholder Service Agreement, the Fund pays a fee for service provided
to shareholders by financial advisors and other servicing agents. The fee is
calculated at a rate of 0.175% of the Fund's average daily net assets
attributable to Class A and Class B shares and 0.10% of the Fund's average daily
net assets attributable to Class Y shares. Effective July 1, 1999, the Fund will
convert the Shareholder Service Agreement with respect to Class A and Class B
shares into the Plan and Agreement of Distribution discussed above.
Sales charges received by American Express Financial Advisors Inc. for
distributing Fund shares were $6,082,048 for Class A and $228,061 for Class B
for the year ended June 30, 1999.
During the year ended June 30, 1999, the Fund's custodian and transfer agency
fees were reduced by $48,780 as a result of earnings credits from overnight cash
balances. The Fund also pays custodian fees to American Express Trust Company,
an affiliate of AEFC.
3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities (other than short-term
obligations) aggregated $1,368,318,124 and $989,302,459, respectively, for the
year ended June 30, 1999. Realized gains and losses are determined on an
identified cost basis.
Brokerage commissions paid to brokers affiliated with AEFC were $47,328 for the
year ended June 30, 1999.
Income from securities lending amounted to $224,059 for the year ended June 30,
1999. The risks to the Fund of securities lending are that the borrower may not
provide additional collateral when required or return the securities when due.
<PAGE>
4. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1999
CLASS A CLASS B CLASS Y
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sold 37,982,525 27,645,905 51,479
Issued for reinvested distributions 9,383,887 2,397,429 3,099
Redeemed (17,294,027) (5,998,584) (3,590)
----------------------------------------------------------------------------------------------------
Net increase (decrease) 30,072,385 24,044,750 50,988
----------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1998
CLASS A CLASS B CLASS Y
----------------------------------------------------------------------------------------------------
Sold 18,523,901 11,322,130 --
Issued for reinvested distributions 12,750,754 1,914,883 556
Redeemed (14,979,351) (2,448,225) (30,749)
----------------------------------------------------------------------------------------------------
Net increase (decrease) 16,295,304 10,788,788 (30,193)
----------------------------------------------------------------------------------------------------
</TABLE>
5. BANK BORROWINGS
The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the aggregate of 333% of advances equal to or less than five business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to participate with other American Express funds, permits borrowings up
to $200 million, collectively. Interest is charged to each Fund based on its
borrowings at a rate equal to the Federal Funds Rate plus 0.30% or the
Eurodollar Rate (Reserve Adjusted) plus 0.20%. Borrowings are payable up to 90
days after such loan is executed. The Fund also pays a commitment fee equal to
its pro rata share of the amount of the credit facility at a rate of 0.05% per
annum. The Fund had no borrowings outstanding during the year ended June 30,
1999.
<PAGE>
6. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.
FISCAL PERIOD ENDED JUNE 30,
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
--------------------------------------------------------------------------------------------------
CLASS A
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $8.98 $8.04 $7.24 $6.26 $6.23
--------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .21 .24 .25 .30 .29
Net gains (losses) (both realized and unrealized) 1.52 1.93 1.01 .96 .21
--------------------------------------------------------------------------------------------------
Total from investment operations 1.73 2.17 1.26 1.26 .50
--------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.21) (.23) (.24) (.28) (.31)
Distributions from realized gains (.59) (1.00) (.22) -- (.16)
--------------------------------------------------------------------------------------------------
Total distributions (.80) (1.23) (.46) (.28) (.47)
--------------------------------------------------------------------------------------------------
Net asset value, end of period $9.91 $8.98 $8.04 $7.24 $6.26
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------
Net assets, end of period (in millions) $1,372 $973 $740 $677 $601
--------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(b) .86% .86% .89% .90% .89%
--------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets 2.23% 2.81% 3.42% 4.03% 4.84%
--------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities) 71% 83% 90% 84% 68%
--------------------------------------------------------------------------------------------------
Total return(c) 20.15% 28.40% 18.12% 20.28% 8.44%
--------------------------------------------------------------------------------------------------
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
(c) Total return does not reflect payment of a sales charge.
<PAGE>
FISCAL PERIOD ENDED JUNE 30,
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
-----------------------------------------------------------------------------------------------------------------------------------
Class B Class Y
1999 1998 1997 1996 1995(b) 1999 1998 1997 1996 1995(b)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $8.98 $8.04 $7.23 $6.26 $5.98 $8.98 $8.04 $7.24 $6.26 $5.98
-----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment
income (loss) .14 .17 .19 .23 .15 .22 .24 .26 .31 .16
Net gains (losses)
(both realized and unrealized) 1.52 1.94 1.03 .96 .26 1.52 1.94 1.02 .96 .27
-----------------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 1.66 2.11 1.22 1.19 .41 1.74 2.18 1.28 1.27 .43
-----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net
investment income (.14) (.17) (.19) (.22) (.13) (.22) (.24) (.26) (.29) (.15)
Distributions from
realized gains (.59) (1.00) (.22) -- -- (.59) (1.00) (.22) -- --
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions (.73) (1.17) (.41) (.22) (.13) (.81) (1.24) (.48) (.29) (.15)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end
of period $9.91 $8.98 $8.04 $7.23 $6.26 $9.91 $8.98 $8.04 $7.24 $6.26
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period
(in millions) $460 $201 $93 $47 $7 $-- $-- $-- $-- $--
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to
average daily net assets(c) 1.63% 1.62% 1.65% 1.68% 1.83%(d) .79% .79% .74% .73% .84%(d)
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of net
investment income (loss)
to average daily net assets 1.45% 2.01% 2.66% 3.05% 4.83%(d) 2.18% 3.02% 3.57% 4.13% 5.84%(d)
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term
securities) 71% 83% 90% 84% 68% 71% 83% 90% 84% 68%
-----------------------------------------------------------------------------------------------------------------------------------
Total return(e) 19.29% 27.47% 17.27% 19.38% 7.41% 20.25% 28.43% 18.30% 20.48% 7.68%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
(d) Adjusted to an annual basis.
(e) Total return does not reflect payment of a sales charge.
<PAGE>
INVESTMENTS IN SECURITIES
AXP UTILITIES INCOME FUND, INC.
JUNE 30, 1999
(Percentages represent value of investments compared to net assets)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
COMMON STOCKS (87.9%)
-------------------------------------------------------------------------------------------
ISSUER SHARES VALUE(a)
<S> <C> <C>
COMMUNICATIONS EQUIPMENT & SERVICES (1.8%)
Lucent Technologies 150,000 $10,115,625
Motorola 100,000 9,475,000
Nortel Networks 150,000(c) 13,021,875
Time Warner Telecom Cl A 27,400(b) 794,600
-----------
Total 33,407,100
-------------------------------------------------------------------------------------------
COMPUTERS & OFFICE EQUIPMENT (1.4%)
Cisco Systems 150,000(b) 9,675,000
Equant 175,000(b,c) 16,471,875
-----------
Total 26,146,875
-------------------------------------------------------------------------------------------
ENERGY (2.6%)
FirstEnergy 900,000 27,900,000
Mobil 100,000 9,900,000
Texaco 150,000 9,375,000
-----------
Total 47,175,000
-------------------------------------------------------------------------------------------
MEDIA (2.0%)
Fox Entertainment Group Cl A 250,000(b) 6,734,375
MediaOne Group 250,000 18,593,750
USA Networks 275,000(b) 11,034,375
-----------
Total 36,362,500
-------------------------------------------------------------------------------------------
MISCELLANEOUS (1.3%)
American Water Works 450,000 13,837,500
Suez Lyonnaise des Eaux 60,000(c) 10,803,054
-----------
Total 24,640,554
-------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to investments in securities.
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED)
------------------------------------------------------------------------------------------
ISSUER SHARES VALUE(a)
<S> <C> <C>
UTILITIES -- ELECTRIC (32.0%)
Allegheny Energy 1,000,000 $32,062,500
Calpine 400,000(b) 21,600,000
Carolina Power & Light 700,000 29,968,750
Cinergy 400,000 12,800,000
CMS Energy 950,000 39,781,250
DQE 700,000 28,087,500
DTE Energy 800,000 32,000,000
Duke Energy 600,000 32,625,000
Edison Intl 1,300,000 34,775,000
FPL Group 550,000 30,043,750
Huaneng Power Intl ADR 175,000(c) 2,996,875
LG&E Energy 500,000 10,500,000
MDU Resources Group 600,000 13,687,500
Montana Power 100,000 7,050,000
New Century Energies 700,000 27,168,750
NiSource 800,000 20,650,000
Northern States Power 800,000 19,350,000
PECO Energy 532,800 22,311,000
Pinnacle West Capital 750,000 30,187,500
Public Service Enterprise Group 300,000 12,262,500
Reliant Energy 1,000,000 27,625,000
Sierra Pacific Resources 500,000 18,187,500
SIGCORP 200,000 5,712,500
Southern Co 800,000 21,200,000
Texas Utilities 600,000 24,750,000
Unicom 750,000 28,921,875
-----------
Total 586,304,750
-------------------------------------------------------------------------------------------
Utilities -- gas (10.1%)
Coastal 900,000 36,000,000
Dynegy 209,900 4,276,713
El Paso Energy 900,000 31,668,750
Enron 600,000 49,050,000
Equitable Resources 400,000 15,100,000
New Jersey Resources 400,000 14,975,000
NICOR 250,000 9,515,625
Washington Gas Light 300,000 7,800,000
Williams Companies 400,000 17,025,000
-----------
Total 185,411,088
-------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to investments in securities.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
COMMONS STOCKS (CONTINUED)
-------------------------------------------------------------------------------------------
ISSUER SHARES VALUE(a)
<S> <C> <C>
UTILITIES -- TELEPHONE (36.7%)
ALLTEL 600,000 $42,900,000
Ameritech 950,000 69,825,000
AT&T 1,100,000 61,393,749
BCE 700,000(c) 34,518,750
Bell Atlantic 700,000 45,762,500
BellSouth 1,000,000 46,875,000
CenturyTel 400,000 15,900,000
Cincinnati Bell 1,300,000 32,418,750
Frontier 400,000 23,600,000
GTE 550,000 41,662,500
Intermedia Communications 10,118(b) 303,540
IXC Communications 200,000(b) 7,862,500
MCI WorldCom 900,000(b) 77,625,000
Nippon Telegraph & Telephone 9,000(c) 10,564,603
Qwest Communications Intl 400,000(b) 13,225,000
SBC Communications 700,000 40,600,000
Sprint 700,000 36,968,750
Telefonica de Espana ADR 40,800(c) 6,002,700
U S WEST Communications Group 700,000 41,125,000
Vodafone AirTouch ADR 112,500(c) 22,162,500
-----------
Total 671,295,842
-------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost: $1,311,778,010) $1,610,743,709
-------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
PREFERRED STOCKS (5.5%)
-------------------------------------------------------------------------------------------
ISSUER SHARES VALUE(a)
<S> <C> <C>
Adelphia Communications
5.50% Cv Series D 25,500 $5,125,500
Global TeleSystems Group
7.25% Cv 250,000(e) 16,437,500
Intermedia Communications
7.00% Cm Cv Series F 100,000 2,325,000
7.00% Cv 350,000(e) 8,137,500
MediaOne Group
6.25% Cv 358,100 32,408,050
See accompanying notes to investments in securities.
<PAGE>
<CAPTION>
-------------------------------------------------------------------------------------------
PREFERRED STOCKS (CONTINUED)
-------------------------------------------------------------------------------------------
ISSUER SHARES VALUE(a)
<S> <C> <C>
NiSource
7.75% Cv 200,000 $9,875,000
Omnipoint
Cv 100,000 (e) 5,412,500
SBH-Cincinnati Bell
6.25% 150,000 11,550,000
Sprint
8.25% Cv 112,675 9,802,725
-------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost: $77,021,044) $101,073,775
-------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
BONDS (2.7%)
-------------------------------------------------------------------------------------------
ISSUER COUPON PRINCIPAL VALUE(a)
RATE AMOUNT
<S> <C> <C> <C>
MORTGAGE-BACKED SECURITY (0.2%)
Federal Natl Mtge Assn
04-01-26 7.00% $3,993,323 $3,955,626
-------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATION (0.4%)
U.S. Treasury
08-15-23 6.25 7,500,000 7,522,125
-------------------------------------------------------------------------------------------
MEDIA (0.7%)
Tele-Communications
06-15-22 9.88 4,500,000 5,756,387
Telewest Communication
(British Pound) Cv
02-19-07 5.25 4,080,000(c,e) 6,688,979
-----------
Total 12,445,366
-------------------------------------------------------------------------------------------
MISCELLANEOUS (0.4%)
California Infrastructure-
Southern California Edison
09-25-08 6.38 7,000,000 6,979,560
-------------------------------------------------------------------------------------------
See accompanying notes to investments in securities.
<PAGE>
<CAPTION>
------------------------------------------------------------------------------------------
BONDS (CONTINUED)
------------------------------------------------------------------------------------------
ISSUER COUPON PRINCIPAL VALUE(a)
RATE AMOUNT
<S> <C> <C> <C>
UTILITIES -- ELECTRIC (0.3%)
TXU Electric Capital
Company Guaranty
01-30-37 8.18% $6,000,000 $6,059,573
-------------------------------------------------------------------------------------------
UTILITIES -- TELEPHONE (0.7%)
Bell Atlantic Financial Services
Cv
04-01-03 5.75 7,000,000(e) 7,175,000
Bell Telephone of Pennsylvania
03-15-33 7.38 5,000,000 4,928,874
-----------
Total 12,103,874
-------------------------------------------------------------------------------------------
TOTAL BONDS
(Cost: $48,194,558) $49,066,124
-------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
SHORT-TERM SECURIITES (2.9%)
-------------------------------------------------------------------------------------------
ISSUER ANNUALIZED AMOUNT VALUE(a)
YIELD ON DATE PAYABLE AT
OF PURCHASE MATURITY
<S> <C> <C> <C>
U.S. GOVERNMENT AGENCIES (2.7%)
Federal Home Loan Bank Disc Nt
09-01-99 5.10% $5,100,000 $5,054,884
Federal Home Loan Mtge Corp Disc Nts
07-06-99 4.82 5,100,000 5,096,600
07-23-99 4.80 3,600,000 3,587,851
08-09-99 4.89 2,200,000 2,187,505
08-12-99 4.94 12,500,000 12,428,396
Federal Natl Mtge Assn Disc Nts
07-15-99 4.87 2,100,000 2,096,031
07-22-99 4.86 1,700,000 1,695,200
08-05-99 4.91 7,800,000 7,762,993
08-13-99 4.93 9,600,000 9,541,010
-----------
Total 49,450,470
-------------------------------------------------------------------------------------------
See accompanying notes to investments in securities.
<PAGE>
<CAPTION>
-------------------------------------------------------------------------------------------
SHORT-TERM SECURITIES (CONTINUED)
-------------------------------------------------------------------------------------------
ISSUER ANNUALIZED AMOUNT VALUE(a)
YIELD ON DATE PAYABLE AT
OF PURCHASE MATURITY
<S> <C> <C> <C>
COMMERCIAL PAPER (0.2%)
Ciesco LP
07-08-99 4.84% $2,400,000 $2,397,402
Fleet Funding
07-23-99 4.92 2,100,000 (d) 2,093,712
-----------
Total 4,491,114
-------------------------------------------------------------------------------------------
TOTAL SHORT-TERM SECURITIES
(Cost: $53,948,189) $53,941,584
-------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(Cost: $1,490,941,801)(f) $1,814,825,192
===========================================================================================
</TABLE>
--------------------------------------------------------------------------------
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. For debt securities,
principal amounts are denominated in the currency indicated. As of June 30,
1999, the value of foreign securities represented 6.72% 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) 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.
(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$1,491,806,598 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:
<TABLE>
<S> <C>
Unrealized appreciation $331,393,068
Unrealized depreciation (8,374,474)
-------------------------------------------------------------------------------
Net unrealized appreciation $323,018,594
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
FEDERAL INCOME TAX INFORMATION
The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.
Shareholders should consult a tax advisor on how to report distributions for
state and local purposes.
AXP Utilities Income Fund, Inc.
Fiscal year ended June 30, 1999
CLASS A
INCOME DISTRIBUTIONS TAXABLE AS DIVIDEND INCOME, 75.11% QUALIFYING FOR DEDUCTION
BY CORPORATIONS.
<TABLE>
<CAPTION>
PAYABLE DATE PER SHARE
<S> <C>
Sept. 24, 1998 ............................... $0.05507
Dec. 22, 1998 ................................ 0.21609
March 24, 1999 ............................... 0.04979
June 23, 1999 ................................ 0.05264
TOTAL ........................................ $0.37359
</TABLE>
CAPITAL GAIN DISTRIBUTION TAXABLE AS LONG-TERM CAPITAL GAIN.
<TABLE>
<CAPTION>
PAYABLE DATE PER SHARE
<S> <C>
Dec. 22, 1998 ................................ $0.43058
TOTAL DISTRIBUTIONS .......................... $0.80417
</TABLE>
The distribution of $0.64667 per share, payable Dec. 22, 1998, consisted of
$0.05388 derived from net investment income, $0.16221 from net short-term
capital gains (a total of $0.21609 taxable as dividend income) and $0.43058 from
net long-term capital gains.
<PAGE>
CLASS B
INCOME DISTRIBUTIONS TAXABLE AS DIVIDEND INCOME, 75.11% QUALIFYING FOR DEDUCTION
BY CORPORATIONS.
<TABLE>
<CAPTION>
PAYABLE DATE PER SHARE
<S> <C>
Sept. 24, 1998 .................................$0.03822
Dec. 22, 1998 .................................. 0.19904
March 24, 1999 ................................. 0.03197
June 23, 1999 .................................. 0.03438
TOTAL ..........................................$0.30361
</TABLE>
CAPITAL GAIN DISTRIBUTION TAXABLE AS LONG-TERM CAPITAL GAIN.
<TABLE>
<CAPTION>
PAYABLE DATE PER SHARE
<S> <C>
Dec. 22, 1998 ..................................$0.43058
TOTAL DISTRIBUTIONS ............................$0.73419
</TABLE>
The distribution of $0.62962 per share, payable Dec. 22, 1998, consisted of
$0.03683 derived from net investment income, $0.16221 from net short-term
capital gains (a total of $0.19904 taxable as dividend income) and $0.43058 from
net long-term capital gains.
CLASS Y
INCOME DISTRIBUTIONS TAXABLE AS DIVIDEND INCOME, 75.11% QUALIFYING FOR DEDUCTION
BY CORPORATIONS.
<TABLE>
<CAPTION>
PAYABLE DATE PER SHARE
<S> <C>
Sept. 24, 1998 .................................$0.05668
Dec. 22, 1998 .................................. 0.21779
March 24, 1999 ................................. 0.05179
June 23, 1999 .................................. 0.05469
TOTAL ..........................................$0.38095
</TABLE>
CAPITAL GAIN DISTRIBUTION TAXABLE AS LONG-TERM CAPITAL GAIN.
<TABLE>
<CAPTION>
PAYABLE DATE PER SHARE
<S> <C>
Dec. 22, 1998 ..................................$0.43058
TOTAL DISTRIBUTIONS ............................$0.81153
</TABLE>
The distribution of $0.64837 per share, payable Dec. 22, 1998, consisted of
$0.05558 derived from net investment income, $0.16221 from net short-term
capital gains (a total of $0.21779 taxable as dividend income) and $0.43058 from
net long-term capital gains.
<PAGE>
<TABLE>
<CAPTION>
Financial Statements
Statement of assets and liabilities
AXP Utilities Income Fund, Inc.
Dec. 31, 1999 (Unaudited)
Assets
Investments in securities, at value (Note 1)
<S> <C>
(identified cost $1,790,908,417) $2,112,168,106
Cash in bank demand deposit 89,264
Dividends and accrued interest receivable 5,253,136
Receivable for investment securities sold 9,008,530
---------
Total assets 2,126,519,036
-------------
Liabilities
Dividends payable to shareholders 551,696
Payable upon return of securities loaned (Note 4) 34,160,000
Payable for investment securities purchased 4,090,356
Accrued investment management services fee 32,595
Accrued distribution fee 26,124
Accrued service fee 2
Accrued transfer agency fee 6,713
Accrued administrative services fee 1,891
Other accrued expenses 399,156
-------
Total liabilities 39,268,533
----------
Net assets applicable to outstanding capital stock $2,087,250,503
==============
Represented by
Capital stock -- $.01 par value (Note 1) $ 2,232,870
Additional paid-in capital 1,746,388,134
Undistributed net investment income 272,697
Accumulated net realized gain (loss) 17,099,504
Unrealized appreciation (depreciation) on investments and on translation
of assets and liabilities in foreign currencies 321,257,298
-----------
Total -- representing net assets applicable to outstanding capital stock $2,087,250,503
==============
Net assets applicable to outstanding shares: Class A $1,493,672,218
Class B $ 592,910,395
Class Y $ 667,890
Net asset value per share of outstanding capital stock: Class A shares 159,780,639 $ 9.35
Class B shares 63,434,932 $ 9.35
Class Y shares 71,473 $ 9.34
------ --------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of operations
AXP Utilities Income Fund, Inc.
Six months ended Dec. 31, 1999 (Unaudited)
Investment income
Income:
<S> <C>
Dividends $26,510,212
Interest 3,316,916
Less foreign taxes withheld (27,559)
-------
Total income 29,799,569
----------
Expenses (Note 2):
Investment management services fee 5,608,001
Distribution fee
Class A 1,767,730
Class B 2,604,263
Transfer agency fee 1,038,001
Incremental transfer agency fee
Class A 82,357
Class B 59,462
Service fee-- Class Y 294
Administrative services fees and expenses 336,263
Compensation of board members 6,098
Custodian fees 160,065
Printing and postage 116,538
Registration fees 195,313
Audit fees 13,250
Other 32,400
------
Total expenses 12,020,035
Earnings credits on cash balances (Note 2) (29,241)
-------
Total net expenses 11,990,794
----------
Investment income (loss) -- net 17,808,775
----------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
Security transactions (Note 3) 44,455,974
Foreign currency transactions (44,562)
-------
Net realized gain (loss) on investments 44,411,412
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies (2,617,917)
----------
Net gain (loss) on investments and foreign currencies 41,793,495
----------
Net increase (decrease) in net assets resulting from operations $59,602,270
===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statements of changes in net assets
AXP Utilities Income Fund, Inc.
Dec. 31,1999 June 30,1999
Six months ended Year ended
(Unaudited)
Operations and distributions
<S> <C> <C>
Investment income (loss)-- net $ 17,808,775 $ 29,706,562
Net realized gain (loss) on investments 44,411,412 136,833,664
Net change in unrealized appreciation (depreciation) on investments
and on translation of assets and liabilities in foreign currencies (2,617,917) 103,859,098
---------- -----------
Net increase (decrease) in net assets resulting from operations 59,602,270 270,399,324
---------- -----------
Distributions to shareholders from:
Net investment income
Class A (14,223,586) (25,253,790)
Class B (3,305,477) (4,445,156)
Class Y (6,431) (6,159)
Net realized gain
Class A (107,789,577) (68,741,354)
Class B (42,653,415) (18,236,859)
Class Y (47,745) (22,739)
------- -------
Total distributions (168,026,231) (116,706,057)
------------ ------------
Capital share transactions (Note 5)
Proceeds from sales
Class A shares (Note 2) 197,033,879 354,422,867
Class B shares 163,474,205 258,289,871
Class Y shares 116,213 481,539
Reinvestment of distributions at net asset value
Class A shares 110,948,910 86,756,980
Class B shares 44,949,407 22,163,425
Class Y shares 54,104 28,759
Payments for redemptions
Class A shares (107,501,111) (160,550,110)
Class B shares (Note 2) (46,644,742) (56,002,953)
Class Y shares (15,227) (33,608)
------- -------
Increase (decrease) in net assets from capital share transactions 362,415,638 505,556,770
----------- -----------
Total increase (decrease) in net assets 253,991,677 659,250,037
Net assets at beginning of period 1,833,258,826 1,174,008,789
------------- -------------
Net assets at end of period $2,087,250,503 $1,833,258,826
============== ==============
Undistributed (excess of distributions over) net investment income $ 272,697 $ (584)
-------------- --------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to Financial Statements
AXP Utilities Income Fund, Inc.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 (as amended) as
a diversified, open-end management investment company. The Fund has 10 billion
authorized shares of capital stock. The Fund invests primarily in securities of
public utilities companies.
The Fund offers Class A, Class B and Class Y shares.
o Class A shares are sold with a front-end sales charge.
o Class B shares may be subject to a contingent deferred sales charge and
automatically convert to Class A shares during the ninth calendar year of
ownership.
o Class Y shares have no sales charge and are offered only to qualifying
institutional investors.
All classes of shares have identical voting, dividend and liquidation rights.
The distribution fee, incremental transfer agency fee and service fee (class
specific expenses) differs among classes. Income, expenses (other than class
specific expenses) and realized and unrealized gains or losses on investments
are allocated to each class of shares based upon its relative net assets.
The Fund's significant accounting policies are summarized below:
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 maturing in more than 60 days from the valuation date are valued at
the market price or approximate market value based on current interest rates;
those maturing in 60 days or less are valued at amortized cost.
Option transactions
To produce incremental earnings, protect gains, and facilitate buying and
selling of securities for investments, the Fund may buy and write options traded
on any U.S. or foreign exchange or in the over-the-counter market where
completing the obligation depends upon the credit standing of the other party.
The Fund also may buy and sell put and 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.
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 may buy and
sell financial futures contracts traded on any U.S. or foreign exchange. The
Fund also may buy and write put and call options on these futures contracts.
Risks of entering into futures contracts and related options include the
possibility 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. Foreign currency amounts related to the
purchase or sale of securities and income and expenses are translated at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized and unrealized security gains or losses is reflected as a
component of such gains or losses. In the statement of operations, net realized
gains or losses from foreign currency transactions, 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 dividend, interest income and foreign withholding
taxes.
The Fund 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.
Federal 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 substantially all
of its taxable income to shareholders. No provision for income or excise taxes
is thus required.
Net investment income (loss) and net realized gains (losses) may differ for
financial statement and tax purposes primarily because of deferred losses on
certain futures contracts, the recognition of certain foreign currency gains
(losses) as ordinary income (loss) for tax purposes and losses deferred due to
"wash sale" transactions. The character of distributions made during the year
from net investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to the timing of
dividend distributions, the fiscal year in which amounts are distributed may
differ from the year that the income or realized gains (losses) were recorded by
the Fund.
Dividends to shareholders
Dividends from net investment income, declared and paid each calendar quarter,
are reinvested in additional shares of the Fund at net asset value or payable in
cash. Capital gains, when available, are distributed along with the last income
dividend of the calendar year.
Other
Security transactions are accounted for on the date securities are purchased or
sold. Dividend income is recognized on the ex-dividend date and interest income,
including level-yield amortization of premium and discount, is accrued daily.
2. EXPENSES AND SALES CHARGES
The Fund has agreements with American Express Financial Corporation (AEFC) to
manage its portfolio and provide administrative services. Under an Investment
Management Services Agreement, AEFC determines which securities will be
purchased, held or sold. The management fee is a percentage of the Fund's
average daily net assets in reducing percentages from 0.61% to 0.48% annually.
The fee will be adjusted upward or downward by a performance incentive
adjustment based on a comparison of the performance of Class A shares of AXP
Utilities Income Fund to the Lipper Utility Fund Index. The maximum adjustment
is 0.08% of the Fund's average daily net assets after deducting 1% from the
performance difference. If the difference is less than 1%, the adjustment will
be zero. The first adjustment will be made on Jan. 1, 2000 and will cover the
six-month period beginning July 1, 1999.
Under an Administrative Services Agreement, the Fund pays AEFC a fee for
administration and accounting services at a percentage of the Fund's average
daily net assets in reducing percentages from 0.04% to 0.02% annually. A minor
portion of additional administrative service expenses paid by the Fund are
consultants' fees and fund office expenses. Under this agreement, the Fund also
pays taxes, audit and certain legal fees, registration fees for shares,
compensation of board members, corporate filing fees and any other expenses
properly payable by the Fund and approved by the board.
Under a separate Transfer Agency Agreement, American Express Client Service
Corporation (AECSC) maintains shareholder accounts and records. The Fund pays
AECSC an annual fee per shareholder account for this service as follows:
o Class A $19
o Class B $20
o Class Y $17
The Fund has agreements with American Express Financial Advisors Inc. (the
Distributor) for distribution and shareholder services. Under a Plan and
Agreement of Distribution, the Fund pays a distribution fee at an annual rate of
up to 0.25% of the Fund's average daily net assets attributable to Class A
shares and up to 1.00% for Class B shares.
Under a Shareholder Service Agreement, the Fund's Class Y shares pay a fee for
service provided to shareholders by financial advisors and other servicing
agents. The fee is calculated at a rate of 0.10% of the Fund's average daily net
assets attributable to Class Y shares.
Sales charges received by the Distributor for distributing Fund shares were
$3,380,176 for Class A and $220,786 for Class B for the six months ended Dec.
31, 1999.
During the six months ended Dec. 31, 1999, the Fund's custodian and transfer
agency fees were reduced by $29,241 as a result of earnings credits from
overnight cash balances. The Fund also pays custodian fees to American Express
Trust Company, an affiliate of AEFC.
3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities (other than short-term
obligations) aggregated $910,919,141 and $694,231,123, respectively, for the six
months ended Dec. 31, 1999. Realized gains and losses are determined on an
identified cost basis.
Brokerage commissions paid to brokers affiliated with AEFC were $141,399 for the
six months ended Dec. 31, 1999.
4. LENDING OF PORTFOLIO SECURITIES
As of Dec. 31, 1999, securities valued at $32,850,000 were on loan to brokers.
For collateral, the Fund received $34,160,000 in cash. Income from securities
lending amounted to $85,911 for the six months ended Dec. 31, 1999. The risks to
the Fund of securities lending are that the borrower may not provide additional
collateral when required or return the securities when due.
5. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the periods indicated are as
follows:
Six months ended Dec. 31, 1999
Class A Class B Class Y
Sold 20,417,555 16,926,981 12,100
Issued for reinvested distributions 12,097,406 4,905,047 5,902
Redeemed (11,140,770) (4,849,149) (1,579)
----------- ---------- ------
Net increase (decrease) 21,374,191 16,982,879 16,423
Year ended June 30, 1999
Class A Class B Class Y
Sold 37,982,525 27,645,905 51,479
Issued for reinvested distributions 9,383,887 2,397,429 3,099
Redeemed (17,294,027) (5,998,584) (3,590)
----------- ---------- ------
Net increase (decrease) 30,072,385 24,044,750 50,988
6. BANK BORROWINGS
The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the aggregate of 333% of advances equal to or less than five business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to participate with other American Express mutual funds, permits
borrowings up to $200 million, collectively. Interest is charged to each Fund
based on its borrowings at a rate equal to the Federal Funds Rate plus 0.30% or
the Eurodollar Rate (Reserve Adjusted) plus 0.20%. Borrowings are payable up to
90 days after such loan is executed. The Fund also pays a commitment fee equal
to its pro rata share of the amount of the credit facility at a rate of 0.05%
per annum. The Fund had no borrowings outstanding during the six months ended
Dec. 31, 1999.
<PAGE>
<TABLE>
<CAPTION>
7. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.
Fiscal period ended June 30,
Per share income and capital changesa
Class A
1999b 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.91 $8.98 $8.04 $7.24 $6.26
Income from investment operations:
Net investment income (loss) .10 .21 .24 .25 .30
Net gains (losses) (both realized and unrealized) .17 1.52 1.93 1.01 .96
Total from investment operations .27 1.73 2.17 1.26 1.26
Less distributions:
Dividends from net investment income (.10) (.21) (.23) (.24) (.28)
Distributions from realized gains (.73) (.59) (1.00) (.22) --
Total distributions (.83) (.80) (1.23) (.46) (.28)
Net asset value, end of period $9.35 $9.91 $8.98 $8.04 $7.24
Ratios/supplemental data
Net assets, end of period (in millions) $1,494 $1,372 $973 $740 $677
Ratio of expenses to average daily net assetsc 1.04%d .86% .86% .89% .90%
Ratio of net investment income (loss)
to average daily net assets 2.04%d 2.23% 2.81% 3.42% 4.03%
Portfolio turnover rate
(excluding short-term securities) 37% 71% 83% 90% 84%
Total returne 2.86% 20.15% 28.40% 18.12% 20.28%
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
d Adjusted to an annual basis.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Fiscal period ended June 30,
Per share income and capital changesa
Class B Class Y
1999b 1999 1998 1997 1996 1999b 1999 1998 1997 1996
Net asset value,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
beginning of period $9.91 $8.98 $8.04 $7.23 $6.26 $9.91 $8.98 $8.04 $7.24 $6.26
Income from investment operations:
Net investment
income (loss) .06 .14 .17 .19 .23 .11 .22 .24 .26 .31
Net gains (losses)
(both realized and unrealized) .17 1.52 1.94 1.03 .96 .16 1.52 1.94 1.02 .96
Total from investment
operations .23 1.66 2.11 1.22 1.19 .27 1.74 2.18 1.28 1.27
Less distributions:
Dividends from net
investment income (.06) (.14) (.17) (.19) (.22) (.11) (.22) (.24) (.26) (.29)
Distributions from
realized gains (.73) (.59) (1.00) (.22) -- (.73) (.59) (1.00) (.22) --
Total distributions (.79) (.73) (1.17) (.41) (.22) (.84) (.81) (1.24) (.48) (.29)
Net asset value, end
of period $9.35 $9.91 $8.98 $8.04 $7.23 $9.34 $9.91 $8.98 $8.04 $7.24
Ratios/supplemental data
Net assets, end of
period (in millions) $593 $460 $201 $93 $47 $-- $-- $-- $-- $--
Ratio of expenses to
average daily
net assetsc 1.80%d 1.63% 1.62% 1.65% 1.68% .88%d .79% .79% .74% .73%
Ratio of net investment
income (loss) to average
daily net assets1 .29%d 1.45% 2.01% 2.66% 3.05% 2.21%d 2.18% 3.02% 3.57% 4.13%
Portfolio turnover rate
(excluding short-term
securities) 37% 71% 83% 90% 84% 37% 71% 83% 90% 84%
Total returne 2.48% 19.29% 27.47% 17.27% 19.38% 2.87% 20.25% 28.43% 18.30% 20.48%
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Effective fiscal year 1996, expense ratio is based on total expenses of the
Fund before reduction of earnings credits on cash balances.
d Adjusted to an annual basis.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Investments in Securities
AXP Utilities Income Fund, Inc.
Dec. 31, 1999 (Unaudited)
(Percentages represent value of investments compared to net assets)
Common stocks (89.8%)
Issuer Shares Value(a)
Communications equipment & services (4.8%)
<S> <C> <C>
Cable & Wireless ADR 380,000(c) $20,116,250
China Telecom ADR 150,000(b,c) 19,284,375
Covad Communications Group 300,000(b) 16,781,250
Motorola 125,000 18,406,250
Nortel Networks 200,000(c) 20,200,000
Tellabs 100,000(b) 6,418,750
Total 101,206,875
Computers & office equipment (2.9%)
America Online 138,400(b) 10,440,550
Cisco Systems 125,000(b) 13,390,625
EMC 100,000(b) 10,925,000
Equant 221,000(b,c) 24,752,000
Total 59,508,175
Electronics (0.6%)
Corning 100,000 12,893,750
Energy (1.7%)
Chevron 100,000 8,662,500
Conoco Cl B 300,000 7,462,500
Exxon Mobil 132,015 10,635,458
Texaco 150,000 8,146,875
Total 34,907,333
Media (0.7%)
USA Networks 275,000(b) 15,193,750
Utilities -- electric (25.1%)
AES 300,000 22,425,000
Allegheny Energy 1,000,000 26,937,500
American Water Works 385,500 8,191,875
Calpine 800,000(b) 51,200,000
CMS Energy 1,000,000 31,187,500
Constellation Energy Group 500,000 14,500,000
DPL 1,000,000 17,312,500
DQE 700,000 24,237,500
DTE Energy 900,000 28,237,500
Duke Energy 700,000 35,087,500
Edison Intl 1,500,000 39,281,250
ENEL SpA ADR 110,000(b,c) 4,537,500
Florida Progress 200,000 8,462,500
FPL Group 550,000 23,546,875
Illinova 200,000 6,950,000
LG&E Energy 1,000,000 17,437,500
MDU Resources Group 600,000 12,000,000
Montana Power 300,000 10,818,750
Northern States Power 700,000 13,650,000
NSTAR 300,000 12,150,000
Pinnacle West Capital 700,000 21,393,750
Reliant Energy 1,000,000 22,875,000
Scottish Power 1,300,000(c) 9,848,485
Scottish Power ADR 232,000(c) 6,496,000
Sempra Energy 600,000 10,425,000
Southern Co 1,000,000 23,500,000
Texas Utilities 600,000 21,337,500
Total 524,026,985
Utilities -- gas (11.2%)
Coastal 800,000 28,350,000
Columbia Energy Group 300,000 18,975,000
Consolidated Natural Gas 450,000 29,221,875
Dynegy 209,900 5,103,194
Eastern Enterprises 100,000 5,743,750
El Paso Energy 900,000 34,931,250
Enron 1,300,000 57,687,500
Equitable Resources 400,000 13,350,000
KeySpan 300,000 6,956,250
New Jersey Resources 400,000 15,625,000
NICOR 250,000 8,125,000
TransCanada PipeLines 250,000(c,f) 2,187,500
Washington Gas Light 300,000 8,250,000
Total 234,506,319
Utilities -- telephone (42.8%)
ALLTEL 700,000 57,881,250
AT&T 1,300,000 65,975,000
BCE 900,000(c) 81,168,749
Bell Atlantic 900,000 55,406,250
BellSouth 1,600,000 74,900,000
British Telecommunications 800,000(c) 19,551,593
BroadWing 700,000 25,812,500
CenturyTel 700,000 33,162,500
COLT Telecom Group ADR 100,000(b,c) 20,400,000
Deutsche Telekom 250,000(b,c) 17,804,905
France Telecom 150,000(b,c) 19,839,751
GTE 650,000 45,865,625
Intermedia Communications 10,118(b) 392,705
MCI WorldCom 1,500,000(b) 79,593,749
Nippon Telegraph & Telephone 2,170(c) 37,168,445
Royal PTT Nederland ADR 100,000(c) 9,612,500
SBC Communications 1,400,000 68,250,000
Sprint 100,000 6,731,250
Sprint PCS 300,000(b,f) 30,750,000
Telecom Italia 800,000(c) 11,282,316
Telecomunicacoes Brasileiras 100,000(c) 12,850,000
Telefonica de Espana ADR 400,000(b,c) 31,525,000
Telefonos de Mexico ADR Cl L 100,000(c) 11,250,000
U S WEST Communications Group 700,000 50,400,000
United States Cellular 150,000(b) 15,140,625
Vodafone AirTouch ADR 200,000(c) 9,900,000
Total 892,614,713
Total common stocks
(Cost: $1,575,285,141) $1,874,857,900
Preferred stocks (6.0%)
Issuer Shares Value(a)
Adelphia Communications
5.50% Cv Series D 50,000 $9,406,250
Coastal
6.63% Cv 400,000 9,325,000
Cox Communications
7.00% Cm Cv 216,000 14,688,000
Enron
7.00% Cv 497,000 9,318,750
Global Crossing
6.38% Cv 100,000 (d) 12,637,500
Global TeleSystems Group
7.25% Cm Cv 475,000(d) 26,956,250
Intermedia Communications
7.00% Cm Cv Series F 300,000 7,987,500
7.00% Cv Series F 350,000(d) 9,318,750
SBH-Cincinnati Bell
6.25% Cv 150,000 16,200,000
Sprint
8.25% Cv 112,675 8,366,119
Total preferred stocks
(Cost: $103,617,517) $124,204,119
See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Bonds (1.3%)
Issuer Coupon Principal Value(a)
rate amount
Communications equipment & services (0.1%)
Versatel Telecom
(European Monetary Unit)
<S> <C> <C> <C>
12-17-04 4.00% 1,250,000(c,d) $1,274,171
Media (0.4%)
Telewest Communication
(British Pound) Cv
02-19-07 5.25 4,080,000(c,d) 7,513,084
Utilities -- telephone (0.8%)
Bell Atlantic Financial Services
(U.S. Dollar) Cv
04-01-03 5.75 7,000,000(d) 7,073,500
France Telecom
(European Monetary Unit)
11-18-04 4.13 10,000,000(c,d) 10,778,641
Total 17,852,141
Total bonds
(Cost: $25,484,943) $26,639,396
Short-term securities (4.1%)
Issuer Annualized Amount Value(a)
yield on date payable at
of purchase maturity
U.S. government agencies (2.3%)
Federal Home Loan Bank Disc Nt
02-25-00 5.66% $8,900,000 $8,808,490
Federal Home Loan Mtge Corp Disc Nts
01-14-00 5.63 6,600,000 6,585,575
02-15-00 5.69 1,000,000 992,078
02-18-00 5.60 1,900,000 1,883,173
03-07-00 5.66 4,100,000 4,056,124
03-09-00 5.75 4,600,000 4,549,304
Federal Natl Mtge Assn Disc Nts
02-24-00 5.63 6,000,000 5,940,356
02-24-00 5.69 3,000,000 2,970,178
03-02-00 5.70 9,400,000 9,306,915
03-09-00 5.87 1,100,000 1,087,877
Total 46,180,070
Commercial paper (1.8%)
Alcoa
01-24-00 6.02 4,500,000 4,482,000
American General Finance
02-18-00 6.05 5,000,000 4,959,166
Pfizer
02-02-00 6.03 5,000,000(e) 4,972,500
Procter & Gamble
01-14-00 5.88 2,500,000 2,494,293
Toyota Motor Credit
01-31-00 6.01 4,700,000 4,675,797
World Bank Disc Nt
01-31-00 5.58 18,800,000 18,702,865
Total 40,286,621
Total short-term securities
(Cost: $86,520,816) $86,466,691
Total investments in securities
(Cost: $1,790,908,417)(g) $2,112,168,106
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.
(c) Foreign security values are stated in U.S. dollars. For debt securities,
principal amounts are denominated in the currency indicated. As of Dec. 31,
1999, the value of foreign securities represented 18.65% 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) 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.
(f) Security is partially or fully on loan. See Note 4 to the financial
statements.
(g) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately $1,790,908,000 and the approximate aggregate gross unrealized
appreciation and depreciation based on that cost was:
Unrealized appreciation $397,459,000
Unrealized depreciation (76,199,000)
-----------
Net unrealized appreciation $321,260,000
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation, as amended November 14, 1991, are
incorporated by reference to Exhibit 1 to Registrant's Post-Effective
Amendment No. 20 filed on or about August 28, 1998.
(b) By-laws as amended January 12, 1989, are incorporated by reference to
Exhibit 2 to Registrant's Post-Effective Amendment No. 20 filed on or
about August 28, 1998.
(c) Stock Certificate for common stock, filed as Exhibit 4 on Form SE on
June 28, 1988, to Registrant's Pre-Effective Amendment No. 1 to
Registration Statement No. 33-20872, is incorporated by reference.
(d) Investment Management Services Agreement between Registrant and
American Express Financial Corporation, dated July 1, 1999, is
incorporated by reference to Exhibit (d) to Registrant's
Post-Effective Amendment No. 22 filed on or about Aug. 27, 1999.
(e) Distribution Agreement between Registrant and American Express
Financial Advisors Inc., dated July 8, 1999, is incorporated by
reference to Exhibit (e) to Registrant's Post-Effective Amendment No.
22 filed on or about Aug. 27, 1999.
(f) All employees are eligible to participate in a profit sharing plan.
Entry into the plan is Jan. 1 or July 1. The Registrant contributes
each year an amount up to 15 percent of their annual salaries, the
maximum deductible amount permitted under Section 404(a) of the
Internal Revenue Code.
(g)(1) Custodian Agreement between Registrant and American Express Trust
Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to
Registrant's Post-Effective Amendment No. 18 to Registration Statement
No. 33-20872, is incorporated by reference.
(g)(2) Custodian Agreement Amendment between IDS International Fund, Inc. and
American Express Trust Company, dated October 9, 1997, filed
electronically on or about December 23, 1997 as Exhibit 8(c) to IDS
International Fund, Inc.'s Post-Effective Amendment No. 26 to
Registration Statement No. 2-92309, is incorporated by reference.
Registrant's Custodian Agreement Amendment differs from the one
incorporated by reference only by the fact that Registrant is one
executing party.
(g)(3) Custodian Agreement dated May 13, 1999, between American Express Trust
Company and The Bank of New York is incorporated by reference to
Exhibit (g)(3) to IDS Precious Metal Fund, Inc.'s Post-Effective
Amendment No. 33, File No. 2-93745 filed on or about May 24, 1999.
(h)(1) Administrative Services Agreement between Registrant and American
Express Financial Corporation, dated March 20, 1995, filed
electronically as Exhibit 9(d) to Registrant's Post-Effective
Amendment No. 18 to Registration Statement No. 33-20872, is
incorporated by reference.
(h)(2) License Agreement between Registrant and IDS Financial Corporation,
dated June 15, 1992, filed as Exhibit 9(b) to Registrant's
Post-Effective Amendment No. 6 to Registration Statement No. 33-20872,
is incorporated by reference.
(h)(3) License Agreement, dated June 17, 1999, between American Express Funds
and American Express Company filed electronically on or about Sept.
23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc.'s Post-Effective
Amendment No. 98 to Registration Statement No. 2-11358, is
incorporated by reference.
<PAGE>
(h)(4) Class Y Shareholder Service Agreement between IDS Precious Metals
Fund, Inc. and American Express Financial Advisors Inc., dated May 9,
1997 filed electronically on or about May 27, as Exhibit 9(e) to IDS
Precious Metals Fund, Inc.'s Amendment No. 30 to Registration
Statement No. 2-93745, is incorporated by reference. Registrant's
Class Y Shareholder Service Agreement differs from the one
incorporated by reference only by the fact that Registrant is one
executing party.
(h)(5) Transfer Agency Agreement between Registrant and American Express
Client Service Corporation, dated March 9, 2000 is filed
electronically herewith.
(i) Opinion and consent of counsel as to the legality of the securities
being registered is filed electronically herewith.
(j) Independent Auditors' Consent is filed electronically herewith.
(k) Omitted Financial Statements: Not applicable.
(l) Agreement made in consideration for providing initial capital, between
Registrant and IDS Financial Corporation filed as Exhibit 13 to
Registration Statement No. 33-20872, is incorporated by reference.
(m)(1) Plan and Agreement of Distribution dated July 1, 1999, between AXP
Discovery Fund, Inc. and American Express Financial Advisors Inc. is
incorporated by reference to AXP Discovery Fund, Inc. Post-Effective
Amendment No. 36 File No. 2-72174 filed on or about July 26, 1999.
Registrant's Plan and Agreement of Distribution differs from the one
incorporated by reference only by the fact that Registrant is one
executing party.
(m)(2) Plan and Agreement of Distribution For Class C Shares dated March 9,
2000 between AXP Bond Fund, Inc. and American Express Financial
Advisors Inc. is incorporated by reference to Exhibit (m)(2) to AXP
Bond Fund, Inc.'s Post-Effective Amendment No. 51 to Registration
Statement File No. 2-51586 filed on or about June 26, 2000.
Registrant's Plan and Agreement of Distribution for Class C Shares
differs from the one incorporated by reference only by the fact that
Registrant is one executing party.
(n) Rule 18f-3 Plan, dated March 2000, is incorporated by reference to
Exhibit (n) to AXP Bond Fund, Inc.'s Post-Effective Amendment No. 51
to Registration Statement File No. 2-51586 filed on or about June 26,
2000.
(o) Reserved.
(p)(1) Code of Ethics adopted under Rule 17j-1 for Registrant filed
electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP
Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to
Registration Statement No. 33-30770 is incorporated by reference.
(p)(2) Code of Ethics adopted under Rule 17j-1 for Registrant's investment
advisor and principal underwriter filed electronically on or about
March 30, 2000 as Exhibit (p)(2) to AXP Market Advantage Series,
Inc.'s Post-Effective Amendment No. 24 to Registration Statement No.
33-30770 is incorporated by reference.
(q)(1) Directors' Power of Attorney to sign Amendments to this Registration
Statement dated Jan. 13, 2000 is filed electronically herewith as
Exhibit (q)(1).
(q)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated Jan. 13, 2000 is filed electronically herewith as
Exhibit (q)(2).
<PAGE>
Item 24. Persons Controlled by or Under Common Control with Registrant.
None.
Item 25. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
<PAGE>
<TABLE>
<CAPTION>
Item 26. Business and Other Connections of Investment Adviser (American Express Financial Corporation)
Directors and officers of American Express Financial Corporation who are directors and/or officers of one or more
other companies:
<S> <C> <C> <C>
Name and Title Other company(s) Address Title within other
company(s)
Ronald G. Abrahamson, American Express Client IDS Tower 10 Director and Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
Public Employee Payment Director and Vice President
Company
Douglas A. Alger, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
Peter J. Anderson, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President
American Express Asset Director and Chairman of
Management Group Inc. the Board
American Express Asset Director, Chairman of the
Management International, Board and Executive Vice
Inc. President
American Express Financial Senior Vice President
Advisors Inc.
IDS Capital Holdings Inc. Director and President
IDS Futures Corporation Director
NCM Capital Management 2 Mutual Plaza Director
Group, Inc. 501 Willard Street
Durham, NC 27701
Ward D. Armstrong, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Service Vice President
Corporation
American Express Trust Director and Chairman of
Company the Board
John M. Baker, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Trust Senior Vice President
Company
Joseph M. Barsky III, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Timothy V. Bechtold, American Centurion Life IDS Tower 10 Director and President
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
IDS Life Insurance Company Executive Vice President
IDS Life Insurance Company P.O. Box 5144 Director and President
of New York Albany, NY 12205
IDS Life Series Fund, Inc. Director
John C. Boeder, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Futures Corporation Director and President
IDS Life Insurance Company P.O. Box 5144 Director
of New York Albany, NY 12205
Douglas W. Brewers, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Karl J. Breyer, American Express Financial IDS Tower 10 Senior Vice President
Director, Corporate Senior Advisors Inc. Minneapolis, MN 55440
Vice President
American Express Financial Director
Advisors Japan Inc.
American Express Minnesota Director
Foundation
Cynthia M. Carlson, American Enterprise IDS Tower 10 Director, President and
Vice President Investment Services Inc. Minneapolis, MN 55440 Chief Executive Officer
American Express Financial Vice President
Advisors Inc.
American Express Service Vice President
Corporation
Mark W. Carter, American Express Financial IDS Tower 10 Senior Vice President and
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
President and Chief Marketing
Officer
IDS Life Insurance Company Executive Vice President
Kenneth I. Chenaut American Express Company American Express Tower President and Chief
Director World Financial Center Operating Officer
New York, NY 10285
James E. Choat, American Centurion Life IDS Tower 10 Executive Vice President
Director and Senior Vice Assurance Company Minneapolis, MN 55440
President
American Enterprise Life Director, President and
Insurance Company Chief Executive Officer
American Express Financial Senior Vice President
Advisors Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
IDS Life Insurance Company P.O. Box 5144 Executive Vice President
of New York Albany, NY 12205
Kenneth J. Ciak, AMEX Assurance Company IDS Tower 10 Director and President
Vice President and General Minneapolis, MN 55440
Manager
American Express Financial Vice President and General
Advisors Inc. Manager
IDS Property Casualty 1 WEG Blvd. Director and President
Insurance Company DePere, WI 54115
Paul A. Connolly, American Express Financial IDS Tower 10 Vice President - Retail
Vice President - Retail Advisors Inc. Minneapolis, MN 55440 Distribution Services
Distribution Services
Colleen Curran, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
American Express Service Vice President and Chief
Corporation Legal Counsel
Luz Maria Davis American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Douglas K. Dunning, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Gordon L. Eid, American Express Financial IDS Tower 10 Senior Vice President,
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Counsel and Chief
President, General Counsel Compliance Officer
and Chief Compliance Officer
American Express Financial Vice President and Chief
Advisors Japan Inc. Compliance Officer
American Express Insurance Director and Vice President
Agency of Arizona Inc.
American Express Insurance Director and Vice President
Agency of Idaho Inc.
American Express Insurance Director and Vice President
Agency of Nevada Inc.
American Express Insurance Director and Vice President
Agency of Oregon Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Director and Vice President
Alabama Inc.
IDS Insurance Agency of Director and Vice President
Arkansas Inc.
IDS Insurance Agency of Director and Vice President
Massachusetts Inc.
IDS Insurance Agency of Director and Vice President
New Mexico Inc.
IDS Insurance Agency of Director and Vice President
North Carolina Inc.
IDS Insurance Agency of Director and Vice President
Ohio Inc.
IDS Insurance Agency of Director and Vice President
Wyoming Inc.
IDS Real Estate Services, Vice President
Inc.
Investors Syndicate Director
Development Corp.
Robert M. Elconin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
Gordon M. Fines, American Express Asset IDS Tower 10 Senior Vice President and
Vice President Management Group Inc. Minneapolis, MN 55440 Chief Investment Officer
American Express Financial Vice President
Advisors Inc.
Douglas L. Forsberg, American Centurion Life IDS Tower 10 Director
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
American Express Financial Director, President and
Advisors Japan Inc. Chief Executive Officer
Jeffrey P. Fox, American Enterprise Life IDS Tower 10 Vice President and
Vice President and Corporate Insurance Company Minneapolis, MN 55440 Controller
Controller
American Express Financial Vice President and
Advisors Inc. Corporate Controller
Peter A. Gallus American Express Financial IDS Tower 10 Vice President-Investment
Vice President-Investment Advisors Inc. Minneapolis, MN 55440 Administration
Administration
Harvey Golub, American Express Company American Express Tower Chairman and Chief
Director World Financial Center Executive Officer
New York, NY 10285
American Express Travel Chairman and Chief
Related Services Company, Executive Officer
Inc.
David A. Hammer, American Express Financial IDS Tower 10 Vice President and
Vice President and Marketing Advisors Inc. Minneapolis, MN 55440 Marketing Controller
Controller
IDS Plan Services of Director and Vice President
California, Inc.
Teresa A. Hanratty American Express Financial IDS Tower 10 Senior Vice
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 President-Field Management
President-Field Management
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 Partners Life Director and Vice
Insurance Company President
IDS Certificate Company Vice President
IDS Life Insurance 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
Scott A. Hawkinson, American Express Financial IDS Tower 10 Vice President and
Vice President and Controller Advisors Inc. Minneapolis, MN 55440 Controller
Janis K. Heaney, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Brian M. Heath American Express Financial IDS Tower 10 Senior Vice President and
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Sales Manager
President and General Sales
Manager
Darryl G. Horsman, American Express Trust IDS Tower 10 Director and President
Vice President Company Minneapolis, MN 55440
American Express Asset Vice President
Management International
Inc.
Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President and Corporate Minneapolis, MN 55440 and Assistant Secretary
Treasurer
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
Advisors Japan Inc. 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 Vice President, Treasurer
and Assistant Secretary
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
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, President and Chief Minneapolis, MN 55440
Executive Officer
American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer
American Express Service Director and President
Corporation
IDS Certificate Company Director
IDS Life Insurance Company Director
IDS Plan Services of Director and President
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
Debra A. Hutchinson American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
James M. Jensen, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Controller-Advice and
Controller-Advice and Retail Retail Distribution Group
Distribution Group
IDS Life Insurance Company Vice President
Marietta L. Johns, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
Nancy E. Jones, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Service Vice President
Corporation
Ora J. Kaine, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Linda B. Keene, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and Senior Vice Minneapolis, MN 55440
President - Insurance Products
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. Insurance Products
American Express Insurance Director and President
Agency of Arizona Inc.
American Express Insurance Director and President
Agency of Idaho Inc.
American Express Insurance Director and President
Agency of Nevada Inc.
American Express Insurance Director and President
Agency of Oregon Inc.
American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.
American Express Service Vice President
Corporation
American Partners Life Director and Chairman of
Insurance Company the Board
IDS Certificate Company Director and Chairman of
the Board
IDS Insurance Agency of Director and President
Alabama Inc.
IDS Insurance Agency of Director and President
Arkansas Inc.
IDS Insurance Agency of Director and President
Massachusetts Inc.
IDS Insurance Agency of Director and President
New Mexico Inc.
IDS Insurance Agency of Director and President
North Carolina Inc.
IDS Insurance Agency of Director and President
Ohio Inc.
IDS Insurance Agency of Director and President
Wyoming Inc.
IDS Life Insurance Company Director, Chief Executive
Officer and President
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
John M. Knight American Express Financial IDS Tower 10 Vice President
Advisors Minneapolis, MN 55440
Paul F. Kolkman, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Director and Executive
Vice President
IDS Life Series Fund, Inc. Vice President and Chief
Actuary
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
Claire Kolmodin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Steve C. Kumagai, American Express Financial IDS Tower 10 Director and Senior Vice
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 President-Direct and
President-Direct and Interactive Group
Interactive Group
Kurt A Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Lori J. Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Daniel E. Laufenberg, American Express Financial IDS Tower 10 Vice President and Chief
Vice President and Chief U.S. Advisors Inc. Minneapolis, MN 55440 U.S. Economist
Economist
Peter A. Lefferts, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Trust Director
Company
IDS Plan Services of Director
California, Inc.
Douglas A. Lennick, American Express Financial IDS Tower 10 Director and Executive
Director and Executive Vice Advisors Inc. Minneapolis, MN 55440 Vice President
President
Mary J. Malevich, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Fred A. Mandell, American Express Financial IDS Tower 10 Vice President -
Vice President - Distribution Advisors Inc. Minneapolis, MN 55440 Distribution Channel
Channel Marketing Marketing
Timothy J. Masek American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Global Research
of Global Research
Sarah A. Mealey, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Vice President Insurance Company Minneapolis, MN 55440
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
IDS Life Insurance Company Director and Executive
Vice President
Investors Syndicate Director, Chairman of the
Development Corporation Board and President
Shashank B. Modak American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Pamela J. Moret, American Express Financial IDS Tower 10 Senior Vice President -
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 Investment Products
President - Investment
Products
American Express Trust Vice President
Company
IDS Certificate Company Director
IDS Life Insurance Company Executive Vice President
Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Senior Vice Service Corporation Minneapolis, MN 55440
President
American Enterprise Director
Investment Services, Inc.
American Express Financial Senior Vice President
Advisors Inc.
IDS Life Insurance Company Director and Executive
Vice President
Mary Owens Neal, American Express Financial IDS Tower 10 Vice President-Consumer
Vice President-Consumer Advisors Inc. Minneapolis, MN 55440 Marketing
Marketing
Michael J. O'Keefe, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
Carla P. Pavone, American Express Financial IDS Tower 10 Vice
Vice President-Compensation Advisors Inc. Minneapolis, MN 55440 President-Compensation
Services and ARD Product Services and ARD Product
Distribution Distribution
Public Employee Payment Director and President
Company
Thomas P. Perrine, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
Susan B. Plimpton, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Ronald W. Powell, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
IDS Cable Corporation Vice President and
Assistant Secretary
IDS Cable II Corporation Vice President and
Assistant Secretary
IDS Management Corporation Vice President and
Assistant Secretary
IDS Partnership Services Vice President and
Corporation Assistant Secretary
IDS Plan Services of Vice President and
California, Inc. Assistant Secretary
IDS Realty Corporation Vice President and
Assistant Secretary
James M. Punch, American Express Financial IDS Tower 10 Vice President - Branded
Vice President - Branded Advisors Inc. Minneapolis, MN 55440 Platform Project
Platform Project
Frederick C. Quirsfeld, American Express Asset IDS Tower 10 Senior Vice President and
Director and Senior Vice Management Group Inc. Minneapolis, MN 55440 Senior Portfolio Manager
President
American Express Financial Senior Vice President
Advisors Inc.
Rollyn C. Renstrom, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Rebecca K. Roloff, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
Stephen W. Roszell, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President
American Express Asset Director, President and
Management Group Inc. Chief Executive Officer
American Express Asset Director
Management International,
Inc.
American Express Asset Director
Management Ltd.
American Express Financial Senior Vice President
Advisors Inc.
American Express Trust Director
Company
Erven A. Samsel, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
Theresa M. Sapp American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Stuart A. Sedlacek, AMEX Assurance Company IDS Tower 10 Director
Director, Senior Vice Minneapolis, MN 55440
President and Chief Financial
Officer
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
American Express Trust Director
Company
American Partners Life Director and Vice President
Insurance Agency
IDS Certificate Company Director and President
IDS Life Insurance Company Executive Vice President
and Controller
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
Donald K. Shanks, AMEX Assurance Company IDS Tower 10 Senior Vice President
Vice President Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
IDS Property Casualty 1 WEG Blvd. Senior Vice President
Insurance Company DePere, WI 54115
Judy P. Skoglund, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Bridget Sperl, American Express Client IDS Tower 10 Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
Public Employee Payment Director and President
Company
Lisa A. Steffes, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President and Assistant Insurance Company Minneapolis, MN 55440 General Counsel and
General Counsel Secretary
American Express Director, Vice President
Corporation and Secretary
American Express Financial Vice President and
Advisors Inc. 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
James J. Strauss, American Express Financial IDS Tower 10 Vice President
Vice President and General Advisors Inc. Minneapolis, MN 55440
Auditor
Jeffrey J. Stremcha, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Barbara Stroup Stewart, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Keith N. Tufte American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Equity Research
of Equity Research
Norman Weaver Jr., American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Arizona Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
Michael L. Weiner, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Capital Holdings Inc. Vice President
IDS Futures Brokerage Group Vice President
IDS Futures Corporation Vice President, Treasurer
and Secretary
IDS Sales Support Inc. Director, Vice President
and Assistant Treasurer
Jeffry F. Welter, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Edwin M. Wistrand, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
American Express Financial Vice President and Chief
Advisors Japan Inc. Legal Officer
Michael D. Wolf, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440 and Senior Portfolio
Manager
American Express Financial Vice President
Advisors Inc.
Michael R. Woodward, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
IDS Life Insurance Company P.O. Box 5144 Director
of New York Albany, NY 12205
</TABLE>
Item 27. Principal Underwriters.
(a) American Express Financial Advisors acts as principal underwriter for
the following investment companies:
AXP Bond Fund, Inc.; AXP California Tax-Exempt Trust; AXP Discovery
Fund, Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
AXP Federal Income Fund, Inc.; AXP Global Series, Inc.; AXP Growth
Series, Inc.; AXP High Yield Tax-Exempt Fund, Inc.; AXP International
Fund, Inc.; AXP Investment Series, Inc.; AXP Managed Series, Inc.; AXP
Market Advantage Series, Inc.; AXP Money Market Series, Inc.; AXP New
Dimensions Fund, Inc.; AXP Precious Metals Fund, Inc.; AXP Progressive
Fund, Inc.; AXP Selective Fund, Inc.; AXP Special Tax-Exempt Series
Trust; AXP Stock Fund, Inc.; AXP Strategy Series, Inc.; AXP Tax-Exempt
Series, Inc.; AXP Tax-Free Money Fund, Inc.; AXP Utilities Income Fund,
Inc., Growth Trust; Growth and Income Trust; Income Trust; Tax-Free
Income Trust; World Trust; IDS Certificate Company; Strategist Income
Fund, Inc.; Strategist Growth Fund, Inc.; Strategist Growth and Income
Fund, Inc.; Strategist World Fund, Inc. and Strategist Tax-Free Income
Fund, Inc.
(b) As to each director, officer or partner of the principal underwriter:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Principal Business Address Position and Offices with Offices with Registrant
Underwriter
Ronald G. Abrahamson Vice President-Service Quality None
IDS Tower 10 and Reengineering
Minneapolis, MN 55440
Douglas A. Alger Senior Vice President-Human None
IDS Tower 10 Resources
Minneapolis, MN 55440
Peter J. Anderson Senior Vice President-Investment Vice President-Investments
IDS Tower 10 Operations
Minneapolis, MN 55440
Ward D. Armstrong Vice President-American Express None
IDS Tower 10 Retirement Services
Minneapolis, MN 55440
John M. Baker Vice President-Plan Sponsor None
IDS Tower 10 Services
Minneapolis, MN 55440
Joseph M. Barsky III Vice President - Mutual Fund None
IDS Tower 10 Equities
Minneapolis, MN 55440
Timothy V. Bechtold Vice President-Risk Management None
IDS Tower 10 Products
Minneapolis, MN 55440
John D. Begley Group Vice President-Ohio/Indiana None
Suite 100
7760 Olentangy River Rd.
Columbus, OH 43235
Brent L. Bisson Group Vice President-Los Angeles None
Suite 900, E. Westside Twr Metro
11835 West Olympic Blvd.
Los Angeles, CA 90064
John C. Boeder Vice President-Nonproprietary None
IDS Tower 10 Products
Minneapolis, MN 55440
Walter K. Booker Group Vice President-New Jersey None
Suite 200, 3500 Market Street
Camp Hill, NJ 17011
Bruce J. Bordelon Group Vice President - San None
1333 N. California Blvd., Suite 200 Francisco Area
Walnut Creek, CA 94596
Charles R. Branch Group Vice President-Northwest None
Suite 200
West 111 North River Dr.
Spokane, WA 99201
Douglas W. Brewers Vice President-Sales Support None
IDS Tower 10
Minneapolis, MN 55440
Karl J. Breyer Corporate Senior Vice President None
IDS Tower 10
Minneapolis, MN 55440
Cynthia M. Carlson Vice President-American Express None
IDS Tower 10 Securities Services
Minneapolis, MN 55440
Mark W. Carter Senior Vice President and Chief None
IDS Tower 10 Marketing Officer
Minneapolis, MN 55440
James E. Choat Senior Vice President - Third None
IDS Tower 10 Party Distribution
Minneapolis, MN 55440
Kenneth J. Ciak Vice President and General None
IDS Property Casualty Manager-IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI 54304
Paul A. Connolly Vice President-Retail - Retail None
IDS Tower 10 Distribution Services
Minneapolis, MN 55440
Henry J. Cormier Group Vice President-Connecticut None
Commerce Center One
333 East River Drive
East Hartford, CT 06108
John M. Crawford Group Vice President-Arkansas/ None
Suite 200 Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR 72211
Kevin F. Crowe Group Vice None
Suite 312 President-Carolinas/Eastern
7300 Carmel Executive Pk Georgia
Charlotte, NC 28226
Colleen Curran Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440
Luz Maria Davis Vice President-Communications None
IDS Tower 10
Minneapolis, MN 55440
Arthur E. Delorenzo Group Vice President - Upstate None
4 Atrium Drive, #100 New York
Albany, NY 12205
Scott M. DiGiammarino Group Vice None
Suite 500, 8045 Leesburg Pike President-Washington/Baltimore
Vienna, VA 22182
Bradford L. Drew Group Vice President-Eastern None
Two Datran Center Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL 33156
Douglas K. Dunning Vice President-Assured Assets None
IDS Tower 10 Product Development and Management
Minneapolis, MN 55440
James P. Egge Group Vice President-Western None
4305 South Louise, Suite 202 Iowa, Nebraska, Dakotas
Sioux Falls, SD 57103
Gordon L. Eid Senior Vice President, General None
IDS Tower 10 Counsel and Chief Compliance
Minneapolis, MN 55440 Officer
Robert M. Elconin Vice President-Government None
IDS Tower 10 Relations
Minneapolis, MN 55440
Phillip W. Evans Group Vice President-Rocky None
Suite 600 Mountain
6985 Union Park Center
Midvale, UT 84047-4177
Gordon M. Fines Vice President-Mutual Fund Equity None
IDS Tower 10 Investments
Minneapolis, MN 55440
Douglas L. Forsberg Vice President - International None
IDS Tower 10
Minneapolis, MN 55440
Jeffrey P. Fox Vice President and Corporate None
IDS Tower 10 Controller
Minneapolis, MN 55440
William P. Fritz Group Vice President-Gateway None
Suite 160
12855 Flushing Meadows Dr
St. Louis, MO 63131
Carl W. Gans Group Vice President-Twin City None
8500 Tower Suite 1770 Metro
8500 Normandale Lake Blvd.
Bloomington, MN 55437
Peter A. Gallus Vice President-Investment None
IDS Tower 10 Administration
Minneapolis, MN 55440
David A. Hammer Vice President and Marketing None
IDS Tower 10 Controller
Minneapolis, MN 55440
Teresa A. Hanratty Senior Vice President-Field None
Suites 6&7 Management
169 South River Road
Bedford, NH 03110
Robert L. Harden Group Vice President-Boston Metro None
Two Constitution Plaza
Boston, MA 02129
Lorraine R. Hart Vice President-Insurance None
IDS Tower 10 Investments
Minneapolis, MN 55440
Scott A. Hawkinson Vice President and None
IDS Tower 10 Controller-Private Client Group
Minneapolis, MN 55440
Brian M. Heath Senior Vice President and General None
Suite 150 Sales Manager
801 E. Campbell Road
Richardson, TX 75081
Janis K. Heaney Vice President-Incentive None
IDS Tower 10 Management
Minneapolis, MN 55440
Jon E. Hjelm Group Vice President-Rhode None
319 Southbridge Street Island/Central-Western
Auburn, MA 01501 Massachusetts
David J. Hockenberry Group Vice President-Tennessee None
30 Burton Hills Blvd. Valley
Suite 175
Nashville, TN 37215
Jeffrey S. Horton Vice President and Treasurer None
IDS Tower 10
Minneapolis, MN 55440
David R. Hubers Chairman, President and Chief Board member
IDS Tower 10 Executive Officer
Minneapolis, MN 55440
Debra A. Hutchinson Vice President - Relationship None
IDS Tower 10 Leader
Minneapolis, MN 55440
James M. Jensen Vice President and None
IDS Tower 10 Controller-Advice and Retail
Minneapolis, MN 55440 Distribution Group
Marietta L. Johns Senior Vice President-Field None
IDS Tower 10 Management
Minneapolis, MN 55440
Nancy E. Jones Vice President-Business None
IDS Tower 10 Development
Minneapolis, MN 55440
Ora J. Kaine Vice President-Financial Advisory None
IDS Tower 10 Services
Minneapolis, MN 55440
Linda B. Keene Vice President-Market Development None
IDS Tower 10
Minneapolis, MN 55440
Raymond G. Kelly Group Vice President-North Texas None
Suite 250
801 East Campbell Road
Richardson, TX 75081
Richard W. Kling Senior Vice President-Insurance None
IDS Tower 10 Products
Minneapolis, MN 55440
John M. Knight Vice President-Investment Treasurer
IDS Tower 10 Accounting
Minneapolis, MN 55440
Paul F. Kolkman Vice President-Actuarial Finance None
IDS Tower 10
Minneapolis, MN 55440
Claire Kolmodin Vice President-Service Quality None
IDS Tower 10
Minneapolis, MN 55440
David S. Kreager Group Vice President-Greater None
Suite 108 Michigan
Trestle Bridge V
5136 Lovers Lane
Kalamazoo, MI 49002
Steven C. Kumagai Director and Senior Vice None
IDS Tower 10 President-Direct and Interactive
Minneapolis, MN 55440 Group
Mitre Kutanovski Group Vice President-Chicago Metro None
Suite 680
8585 Broadway
Merrillville, IN 48410
Kurt A. Larson Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440
Lori J. Larson Vice President-Brokerage and None
IDS Tower 10 Direct Services
Minneapolis, MN 55440
Daniel E. Laufenberg Vice President and Chief U.S. None
IDS Tower 10 Economist
Minneapolis, MN 55440
Peter A. Lefferts Senior Vice President-Corporate None
IDS Tower 10 Strategy and Development
Minneapolis, MN 55440
Douglas A. Lennick Director and Executive Vice None
IDS Tower 10 President-Private Client Group
Minneapolis, MN 55440
Mary J. Malevich Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440
<PAGE>
Fred A. Mandell Vice President-Distribution None
IDS Tower 10 Channel Marketing
Minneapolis, MN 55440
Daniel E. Martin Group Vice President-Pittsburgh None
Suite 650 Metro
5700 Corporate Drive
Pittsburgh, PA 15237
Timothy J. Masek Vice President and Director of None
IDS Tower 10 Global Research
Minnapolis, MN 55440
Sarah A. Mealey Vice President-Mutual Funds None
IDS Tower 10
Minneapolis, MN 55440
Paula R. Meyer Vice President-Assured Assets None
IDS Tower 10
Minneapolis, MN 55440
Shashank B. Modak Vice President - Technology Leader None
IDS Tower 10
Minneapolis, MN 55440
Pamela J. Moret Senior Vice President-Investment None
IDS Tower 10 Products and Vice
Minneapolis, MN 55440 President-Variable Assets
Barry J. Murphy Senior Vice President-Client None
IDS Tower 10 Service
Minneapolis, MN 55440
Mary Owens Neal Vice President-Consumer Marketing None
IDS Tower 10
Minneapolis, MN 55440
Thomas V. Nicolosi Group Vice President-New York None
Suite 220 Metro Area
500 Mamaroneck Avenue
Harrison, NY 10528
Michael J. O'Keefe Vice President-Advisory Business None
IDS Tower 10 Systems
Minneapolis, MN 55440
James R. Palmer Vice President-Taxes None
IDS Tower 10
Minneapolis, MN 55440
Marc A. Parker Group Vice None
10200 SW Greenburg Road President-Portland/Eugene
Suite 110
Portland, OR 97223
Carla P. Pavone Vice President-Compensation None
IDS Tower 10 Services and ARD Product
Minneapolis, MN 55440 Distribution
Thomas P. Perrine Senior Vice President-Group None
IDS Tower 10 Relationship Leader/American
Minneapolis, MN 55440 Express Technologies Financial
Services
Susan B. Plimpton Vice President-Marketing Services None
IDS Tower 10
Minneapolis, MN 55440
Larry M. Post Group Vice President-Philadelphia None
One Tower Bridge Metro
100 Front Street 8th Fl
West Conshohocken, PA 19428
Ronald W. Powell Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440
Diana R. Prost Group Vice None
3030 N.W. Expressway President-Kansas/Oklahoma
Suite 900
Oklahoma City, OK 73112
James M. Punch Vice President Branded Platform None
IDS Tower 10 Project
Minneapolis, MN 55440
Frederick C. Quirsfeld Senior Vice President-Fixed Income Vice President - Fixed Income
IDS Tower 10 Investments
Minneapolis, MN 55440
Rollyn C. Renstrom Vice President-Corporate Planning None
IDS Tower 10 and Analysis
Minneapolis, MN 55440
R. Daniel Richardson III Group Vice President-Southern None
Suite 800 Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX 78759
ReBecca K. Roloff Senior Vice President-Field None
IDS Tower 10 Management and Financial Advisory
Minneapolis, MN 55440 Service
Stephen W. Roszell Senior Vice None
IDS Tower 10 President-Institutional
Minneapolis, MN 55440
Max G. Roth Group Vice None
Suite 201 S IDS Ctr President-Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI 54304
Diane M. Ruebling Group Vice President-Central None
Suite 200, Bldg. B California/Western Nevada
2200 Douglas Blvd.
Roseville, CA 95661
Erven A. Samsel Senior Vice President-Field None
45 Braintree Hill Park Management
Suite 402
Braintree, MA 02184
Theresa M. Sapp Vice President - Relationship None
IDS Tower 10 Leader
Minneapolis, MN 55440
Russell L. Scalfano Group Vice None
Suite 201 President-Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN 47715
William G. Scholz Group Vice President-Arizona/Las None
Suite 205 Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ 85258
Stuart A. Sedlacek Senior Vice President and Chief None
IDS Tower 10 Financial Officer
Minneapolis, MN 55440
Donald K. Shanks Vice President-Property Casualty None
IDS Tower 10
Minneapolis, MN 55440
F. Dale Simmons Vice President-Senior Portfolio None
IDS Tower 10 Manager, Insurance Investments
Minneapolis, MN 55440
Judy P. Skoglund Vice President-Quality and None
IDS Tower 10 Service Support
Minneapolis, MN 55440
James B. Solberg Group Vice President-Eastern Iowa None
466 Westdale Mall Area
Cedar RapIDS, IA 52404
Bridget Sperl Vice President-Geographic Service None
IDS Tower 10 Teams
Minneapolis, MN 55440
Paul J. Stanislaw Group Vice President-Southern None
Suite 1100 California
Two Park Plaza
Irvine, CA 92714
Lisa A. Steffes Vice President - Marketing Offer None
IDS Tower 10 Development
Minneapolis, MN 55440
Lois A. Stilwell Group Vice President-Outstate None
Suite 433 Minnesota Area/ North
9900 East Bren Road Dakota/Western Wisconsin
Minnetonka, MN 55343
William A. Stoltzmann Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440
James J. Strauss Vice President and General Auditor None
IDS Tower 10
Minneapolis, MN 55440
Jeffrey J. Stremcha Vice President-Information None
IDS Tower 10 Resource Management/ISD
Minneapolis, MN 55440
Barbara Stroup Stewart Vice President-Channel Development None
IDS Tower 10
Minneapolis, MN 55440
Craig P. Taucher Group Vice None
Suite 150 President-Orlando/Jacksonville
4190 Belfort Road
Jacksonville, FL 32216
Neil G. Taylor Group Vice None
Suite 425 President-Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA 98119
John R. Thomas Senior Vice President Board Member
IDS Tower 10
Minneapolis, MN 55440
Keith N. Tufte Vice President and Director of None
IDS Tower 10 Equity Research
Minneapolis, MN 55440
Peter S. Velardi Group Vice None
Suite 180 President-Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA 30338
Charles F. Wachendorfer Group Vice President-Detroit Metro None
8115 East Jefferson Avenue
Detroit, MI 48214
Donald F. Weaver Group Vice President-Greater None
3500 Market Street, Suite 200 Pennsylvania
Camp Hill, PA 17011
Norman Weaver Jr. Senior Vice President - Alliance None
1010 Main St. Suite 2B Group
Huntington Beach, CA 92648
Michael L. Weiner Vice President-Tax Research and None
IDS Tower 10 Audit
Minneapolis, MN 55440
Jeffry M. Welter Vice President-Equity and Fixed None
IDS Tower 10 Income Trading
Minneapolis, MN 55440
Thomas L. White Group Vice President-Cleveland None
Suite 200 Metro
28601 Chagrin Blvd.
Woodmere, OH 44122
Eric S. Williams Group Vice President-Virginia None
Suite 250
3951 Westerre Parkway
Richmond, VA 23233
William J. Williams Group Vice President-Western None
Two North Tamiami Trail Florida
Suite 702
Sarasota, FL 34236
Edwin M. Wistrand Vice President and Assistant None
IDS Tower 10 General Counsel
Minneapolis, MN 55440
Michael D. Wolf Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440
Michael R. Woodward Senior Vice President-Field None
32 Ellicott St Management
Suite 100
Batavia, NY 14020
Rande L. Zellers Group Vice President-Gulf States None
1 Galleria Blvd., Suite 1900
Metairie, LA 70001
</TABLE>
Item 27 (c). Not Applicable
Item 28. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant, AXP Utilities Income Fund, Inc., certifies that it meets
the requirements for the effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Minneapolis and
State of Minnesota on the 13th day of June, 2000.
AXP UTILITIES INCOME FUND, INC.
by /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer
by /s/ John M. Knight
John M. Knight, Treasurer
Pursuant to the requirements of the Securities Act, this Amendment to its
Registration Statement has been signed below by the following persons in the
capacities indicated on the 13th day of June, 2000.
Signatures Capacity
_____________________________ Director
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ David R. Hubers* Director
David R. Hubers
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ William R. Pearce* Director
William R. Pearce
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ John R. Thomas* Director
John R. Thomas
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney, dated Jan. 13, 2000, filed
electronically herewith as Exhibit (q)(1), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney dated Jan. 13, 2000, filed
electronically herewith as Exhibit (q)(2), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 23 TO REGISTRATION STATEMENT NO.
33-20872
This Post-Effective Amendment comprises the following papers and documents:
The facing sheet.
Part A.
The prospectus.
Part B.
Statement of Additional Information.
Financial Statements
Part C.
Other information.
Exhibits.
The signatures.
