-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S39UAF3t/FkUWSpkRj6DFjk9Ofot0BajgnWFhHAuitCNqlDHo5tsLODRIT+SikFY jl1DCioGPmwEMzvNVmnupw== 0000820027-04-000683.txt : 20040809 0000820027-04-000683.hdr.sgml : 20040809 20040809150046 ACCESSION NUMBER: 0000820027-04-000683 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040809 EFFECTIVENESS DATE: 20040809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP VARIABLE PORTFOLIO INVESTMENT SERIES INC CENTRAL INDEX KEY: 0000353968 IRS NUMBER: 411409539 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-112510 FILM NUMBER: 04960967 BUSINESS ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: 50606 AXP FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126718626 MAIL ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: 50606 AXP FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE INVESTMENT SERIES INC DATE OF NAME CHANGE: 19981102 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE CAPITAL RESOURCE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE CAPITAL RESOURCE FUND II INC DATE OF NAME CHANGE: 19851104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP VARIABLE PORTFOLIO INVESTMENT SERIES INC CENTRAL INDEX KEY: 0000353968 IRS NUMBER: 411409539 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03218 FILM NUMBER: 04960968 BUSINESS ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: 50606 AXP FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126718626 MAIL ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: 50606 AXP FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE INVESTMENT SERIES INC DATE OF NAME CHANGE: 19981102 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE CAPITAL RESOURCE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE CAPITAL RESOURCE FUND II INC DATE OF NAME CHANGE: 19851104 485BPOS 1 vpinvestment_proxy-485b.txt AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] [X] Post-Effective Amendment No. [ 1 ] (File No. 333-112510) (Check Appropriate Box or Boxes) AXP Variable Portfolio - Investment Series, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) (612) 330-9283 - ------------------------------------------------------------------------------- (Area Code and Telephone Number) 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Leslie L. Ogg - 901 Marquette Avenue South, - ------------------------------------------------------------------------------- (Name and Address of Agent For Service) Suite 2810, Minneapolis MN 55402-3268 - ------------------------------------------------------------------------------- (Number and Street) (City) (State) (Zip Code) Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485 If appropriate, check the following box: [ ] This Post-Effective Amendment designates a new effective date for a previously filed Post-Effective Amendment. Part A is incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 filed on or about March 26, 2004. Part B is incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 filed on or about March 26, 2004. PART C. OTHER INFORMATION Item 15. Indemnification The Articles of Incorporation of the registrant provide that the Fund shall indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that she or he is or was a director, officer, employee or agent of the Fund, or is or was serving at the request of the Fund as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, to any threatened, pending or completed action, suit or proceeding, wherever brought, and the Fund may purchase liability insurance and advance legal expenses, all to the fullest extent permitted by the laws of the State of Minnesota, as now existing or hereafter amended. The By-laws of the registrant provide that present or former directors or officers of the Fund made or threatened to be made a party to or involved (including as a witness) in an actual or threatened action, suit or proceeding shall be indemnified by the Fund to the full extent authorized by the Minnesota Business Corporation Act, all as more fully set forth in the By-laws filed as an exhibit to this registration statement. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Any indemnification hereunder shall not be exclusive of any other rights of indemnification to which the directors, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940. Item 16. Exhibits (1)(a) Articles of Incorporation as amended Nov. 10, 1994, filed electronically as Exhibit 1 to Registrant's Post-Effective Amendment No. 34 to Registration Statement No. 2-73115, are incorporated by reference. (1)(b) Articles of Amendment to the Articles of Incorporation, dated June 16, 1999, filed electronically as Exhibit (a)(2) to Post-Effective Amendment No. 50 to Registration Statement No. 2-73115, are incorporated by reference. (1)(c) Articles of Amendment to the Articles of Incorporation, dated November 14, 2002, filed electronically as Exhibit (a)(3) to Post-Effective Amendment No. 50 to Registration Statement No. 2-73115, are incorporated by reference. (2) By-Laws as amended January 11, 2001, filed electronically as Exhibit (b) to Post-Effective Amendment No. 50 to Registration Statement No. 2-73115, are incorporated by reference. (3) Not applicable. (4) Form of Agreement and Plan of Reorganization is included herewith as Exhibit A of this Registration Statement. (5) Not applicable. (6)(a) Investment Management Services Agreement between Registrant on behalf of its underlying series AXP Variable Portfolio - Blue Chip Advantage Fund, AXP Variable Portfolio - Capital Resource Fund, AXP Variable Portfolio - Emerging Markets Fund, AXP Variable Portfolio - Equity Select Fund, AXP Variable Portfolio - Growth Fund, AXP Variable Portfolio - International Fund, AXP Variable Portfolio - New Dimensions Fund, AXP Variable Portfolio - S&P 500 Index Fund, AXP Variable Portfolio - Small Cap Advantage Fund, AXP Variable Portfolio - Stock Fund and AXP Variable Portfolio - Strategy Aggressive Fund, and American Express Financial Corporation dated December 1, 2002 filed electronically as Exhibit (d)(13) to Post-Effective Amendment No. 50 to Registration Statement No. 2-73115, is incorporated by reference. (6)(b) Investment Advisory Agreement between American Express Financial Corporation and American Express Asset Management International Inc. for AXP(SM) Variable Portfolio - International Equity Fund (formerly IDS Life International Equity Fund) dated February 11, 1999, filed electronically as Exhibit (d)(6) to Post-Effective Amendment No. 37 filed on or about May 28, 1999, is incorporated by reference. (6)(c) Administrative Services Agreement, dated March 20, 1995, between IDS Life Investment Series, Inc., on behalf of IDS Life Aggressive Growth Fund, IDS Life Capital Resource Fund and IDS Life International Equity Fund, and American Express Financial Corporation, filed electronically as Exhibit No. 5(d) to Post-Effective Amendment No. 30, is incorporated by reference. (6)(d) Amendment to Administrative Services Agreement between Registrant on behalf of AXP Variable Portfolio - Capital Resource Fund, AXP Variable Portfolio - Strategy Aggressive Fund and AXP Variable Portfolio - International Fund, and American Express Financial Corporation, dated June 3, 2002, filed electronically as Exhibit (d)(23) to Post-Effective Amendment No. 47, filed on or about Aug. 29, 2002, is incorporated by reference. (7) Not Applicable. (8) All employees are eligible to participate in a profit sharing plan. Entry into the plan is Jan. 1 or July 1. The Registrant contributes each year an amount up to 15 percent of their annual salaries, the maximum deductible amount permitted under Section 404(a) of the Internal Revenue Code. (9)(a) Custodian Agreement dated March 20, 1995, between IDS Life Investment Series, Inc., on behalf of IDS Life Aggressive Growth Fund, IDS Life Capital Resource Fund and IDS Life International Equity Fund, and American Express Trust Company, filed electronically as Exhibit No. 8(a) to Post-Effective Amendment No. 30, is incorporated by reference. (9)(b) Custodian Agreement dated May 13, 1999 between American Express Trust Company and The Bank of New York filed electronically as Exhibit (g)(3) to IDS Precious Metal Fund, Inc. Post-Effective Amendment No. 33 to Registration Statement No. 2-93745 filed on or about May 24, 1999, is incorporated by reference. (9)(c) Custodian Agreement First Amendment between American Express Trust Company and The Bank of New York, dated December 1, 2000, filed electronically as Exhibit (g)(4) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (9)(d) Custodian Agreement Second Amendment between American Express Trust Company and The Bank of New York, dated June 7, 2001, filed electronically as Exhibit (g)(5) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (9)(e) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated January 31, 2002, filed electronically as Exhibit (g)(6) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (9)(f) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated April 29, 2003, filed electronically as Exhibit (g)(8) to AXP Partners Series, Inc. Post-Effective Amendment No. 7 to Registration Statement No. 333-57852, filed on or about May 22, 2003 is incorporated by reference. (10)(a) Plan and Agreement of Distribution dated Sept. 20, 1999, between Registrant (on behalf of AXP(SM) Variable Portfolio - Capital Resource Fund, AXP(SM) Variable Portfolio - International Fund, AXP(SM) Variable Portfolio - New Dimensions Fund and AXP(SM) Variable Portfolio - Strategy Aggressive Fund) and IDS Life Insurance Company, filed electronically as Exhibit (m)(2) to Post-Effective Amendment No. 43, filed on or about Oct. 26, 2000, is incorporated by reference. (11) Opinion and consent of counsel as to the legality of the securities being registered filed as Exhibit (11) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (12) Tax opinion for merger of IDS Life Series - International Equity Portfolio into AXP Variable Portfolio - International Fund is filed electronically herewith. Tax opinion for merger of IDS Life Series - Equity Portfolio into AXP Variable Portfolio - Capital Resource Fund is filed electronically herewith. (13)(a) License Agreement between Registrant and IDS Financial Corporation, dated Jan. 25, 1988, filed electronically as Exhibit No. 9(b) to Post-Effective Amendment No. 25 to Registration Statement No. 2-73115, is incorporated by reference. (13)(b) License Agreement dated June 17, 1999 between the American Express Funds and American Express Company, filed electronically on or about Sept. 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc. Post-Effective Amendment No. 98 to Registration Statement No. 2-11358, is incorporated by reference. (13)(c) Addendum to Schedule A and Schedule B of the License Agreement dated June 15, 2001, between the American Express Company and American Express Funds, filed electronically as Exhibit (h)(4) to Registrant's Post-Effective Amendment No. 46 to Registration Statement No. 2-73115, is incorporated by reference. (14)(a) Independent Auditors' Consent for IDS Life Series Fund, Inc. filed electronically on or about March 26, 2004, as Exhibit (14)(a) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 is incorporated by reference. (14)(b) Independent Auditors' Consent for AXP Variable Portfolio - Investment Series Fund, Inc. filed electronically on or about March 26, 2004, as Exhibit (14)(b) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 is incorporated by reference. (15) Financial Statements: Not Applicable. (16)(a) Directors'/Trustees' Power of Attorney to sign Amendments to this Registration Statement dated July 7, 2004, is filed electronically herewith. (16)(b) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Jan. 9, 2002 filed electronically as Exhibit (q)(2) to Post-Effective Amendment No. 47, filed on or about Aug. 29, 2002, is incorporated by reference. (16)(c) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated September 17, 2002, filed electronically as Exhibit (q)(3) to Post-Effective Amendment No. 48 is incorporated by reference. (17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to Registration Statement No. 33-30770, is incorporated by reference. (17)(b) Code of Ethics adopted under Rule 17j-1 for Registrant's investment advisor and principal underwriter, dated January 2, 2004, filed electronically on or about January 12, 2004 as Exhibit (p)(2) to AXP Discovery Series, Inc.'s Post-Effective Amendment No. 47 to Registration Statement No. 2-72174, is incorporated by reference. (17)(c) Prospectus, dated Oct. 30, 2003, for AXP Variable Portfolio - Capital Resource Fund and AXP Variable Portfolio - International Fund filed as Exhibit (17)(c) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(d) Statement of Additional Information, dated Oct. 30, 2003, for AXP Variable Portfolio - Capital Resource Fund and AXP Variable Portfolio - International Fund filed as Exhibit (17)(d) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(e) Annual Report, dated Oct. 30, 2003 for the period ended Aug. 31, 2003, for AXP Variable Portfolio - Capital Resource Fund and AXP Variable Portfolio - International Fund filed electronically on or about March 26, 2004, as Exhibit (17)(e) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 is incorporated by reference. (17)(f) Prospectus Supplement, dated Nov. 19, 2003 for AXP Variable Portfolio - Capital Resource Fund filed as Exhibit (17)(f) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(g) Prospectus, dated June 27, 2003, for IDS Life Series Fund, Inc. filed as Exhibit (17)(g) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(h) Statement of Additional Information, dated June 27, 2003, for IDS Life Series Fund, Inc. filed as Exhibit (17)(h) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(i) Annual Report, dated June 27, 2003 for the period ended April 30, 2003 for IDS Life Series Fund, Inc. filed electronically on or about March 26, 2004, as Exhibit (17)(i) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 is incorporated by reference. (17)(j) Semiannual report, dated Dec. 30, 2003 for the period ended Oct. 31, 2003 for IDS Life Series Fund, Inc. filed electronically on or about March 26, 2004, as Exhibit (17)(j) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-112510 is incorporated by reference. (17)(k) Statement of Additional Information Supplement, dated Oct. 30, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(k) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(l) Prospectus Supplement, dated Nov. 1, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(l) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(m) Prospectus Supplement, dated Oct. 17, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(m) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(n) Statement of Additional Information Supplement, dated Oct. 17, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(n) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(o) Prospectus Supplement, dated Nov. 20, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(o) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(p) Prospectus Supplement, dated Dec. 4, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(p) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. (17)(q) Prospectus Supplement, dated Jan. 6, 2004 for the period ended Oct. 31, 2003 for IDS Life Series Fund, Inc. filed as Exhibit (17)(q) to Registration Statement No. 333-112510 filed on or about Feb. 5, 2004 is incorporated by reference. Item 17. Undertakings. None. SIGNATURES As required by the Securities Act of 1933, as amended, the Registrant, AXP Variable Portfolio - Investment Series, Inc. certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Amendment to the Registration Statement to be signed on behalf of the Registrant, in the city of Minneapolis, and State of Minnesota on the 9th day of August, 2004. AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC. By /s/ Paula R. Meyer ---------------------------------------------- Paula R. Meyer, President By /s/ Jeffrey P. Fox ---------------------------------------------- Jeffrey P. Fox, Treasurer As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 9th day of August, 2004. Signature Capacity /s/ Arne H. Carlson* Chair of the Board - --------------------- Arne H. Carlson /s/ Philip J. Carroll, Jr.* Director - ---------------------------- Philip J. Carroll, Jr. /s/ Livio D. DeSimone* Director - ----------------------- Livio D. DeSimone /s/ Anne P. Jones* Director - ------------------- Anne P. Jones /s/ Stephen R. Lewis, Jr.* Director - ----------------------------- Stephen R. Lewis, Jr. /s/ Alan K. Simpson* Director - --------------------- Alan K. Simpson /s/ Alison Taunton-Rigby* Director - --------------------------- Alison Taunton-Rigby /s/ William F. Truscott* Director - ------------------------- William F. Truscott * Signed pursuant to Directors' Power of Attorney, dated July 7, 2004, is filed electronically herewith as Exhibit (16)(a) to this Amendment to the Registration Statement, by: /s/ Leslie L. Ogg - ----------------- Leslie L. Ogg EX-99 2 exindex.txt EXHIBIT INDEX EXHIBIT INDEX (12) Tax opinion for merger of IDS Life Series - International Equity Portfolio into AXP Variable Portfolio - International Fund. Tax opinion for merger of IDS Life Series - Equity Portfolio into AXP Variable Portfolio - Capital Resource Fund. (16)(a) Directors'/Trustees' Power of Attorney to sign Amendments to this Registration Statement dated July 7, 2004. EX-99.12 TAX OPINION 3 ex12-taxopin.txt TAX OPINION FOR MERGER OF IDS LIFE SERIES - INTERNATIONAL PORTFOLIO INTO AXP VARIABLE PORTFOLIO - INTERNATIONAL FUND. TAX OPINION FOR MERGER OF IDS LIFE SERIES - EQUITY PORTFOLIO INTO AXP VARIABLE PORTFOLIO - CAPITAL RESOURCE FUND ROPES & GRAY ROPES & GRAY LLP ON INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-700 F 617-951-7050 BOSTON NEW YORK SAN FRANCISCO WASHINGTON, DC July 9, 2004 IDS Life Series Fund, Inc. IDS Life Series - International Equity Portfolio 70100 AXP Financial Center Minneapolis, MN 55474 AXP Variable Portfolio - Investment Series, Inc. AXP Variable Portfolio - International Fund 70100 AXP Financial Center Minneapolis, MN 55474 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated January 8, 2004, between IDS Life Series Fund, Inc., a company organized under laws of the State of Minnesota (the "Target Corporation") on behalf of IDS Life Series - International Equity Portfolio ("Target Fund") and AXP Variable Portfolio - Investment Series, Inc., a company organized under the laws of the State of Minnesota (the "Acquiring Corporation") on behalf of AXP Variable Portfolio - International Fund ("Acquiring Fund"). The Agreement describes a proposed transaction (the "Transaction") to occur as of the date of this letter, or such other date as may be decided by the parties (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain federal income tax consequences of the Transaction is furnished to you pursuant to Sections 7(d) and 8(d) of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of the Target Corporation, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). ROPES & GRAY LLP IDS Life Series - International Equity Portfolio AXP Variable Portfolio - International Fund Acquiring Fund is a series of the Acquiring Corporation, which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Target Fund Proxy Statement, the Registration Statement (including the items incorporated by reference therein), and such other items as we have deemed necessary to render this opinion. In addition, you have provided us with letters dated as of the date hereof, representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). Based on the foregoing representations and assumptions and our review of the documents and items referred to above, we are of the opinion that for federal income tax purposes: i. The Transaction will constitute a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Target Fund each will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; ii. No gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; iii. The basis in the hands of Acquiring Fund of the assets of Target Fund transferred to Acquiring Fund in the Transaction will be the same as the basis of such assets in the hands of Target Fund immediately prior to the transfer; iv. The holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; v. No gain or loss will be recognized by Target Fund upon the transfer of Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation; vi. No gain or loss will be recognized by Target Fund shareholders upon the exchange of their Target Fund shares for Acquiring Fund Shares; vii. The aggregate basis of Acquiring Fund Shares a Target Fund shareholder receives in connection with the Transaction will be the same as the aggregate basis of its Target Fund shares exchanged therefor; viii. A Target Fund shareholder's holding period for its Acquiring Fund Shares will be determined by including the period for which it held the Target Fund shares -2- ROPES & GRAY LLP IDS Life Series - International Equity Portfolio AXP Variable Portfolio - International Fund exchanged therefor, provided that it held such Target Fund shares as capital assets; and ix. Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code. Acquiring Fund will take these items into account subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP -------------------- Ropes & Gray LLP -3- ROPES & GRAY ROPES & GRAY LLP ON INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-700 F 617-951-7050 BOSTON NEW YORK SAN FRANCISCO WASHINGTON, DC July 9, 2004 IDS Life Series Fund, Inc. IDS Life Series - Equity Portfolio 70100 AXP Financial Center Minneapolis, MN 55474 AXP Variable Portfolio - Investment Series, Inc. AXP Variable Portfolio - Capital Resource Fund 70100 AXP Financial Center Minneapolis, MN 55474 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated January 8, 2004, between IDS Life Series Fund, Inc., a company organized under laws of the State of Minnesota (the "Target Corporation") on behalf of IDS Life Series - Equity Portfolio ("Target Fund") and AXP Variable Portfolio - Investment Series, Inc., a company organized under the laws of the State of Minnesota (the "Acquiring Corporation") on behalf of AXP Variable Portfolio - Capital Resource Fund ("Acquiring Fund"). The Agreement describes a proposed transaction (the "Transaction") to occur as of the date of this letter, or such other date as may be decided by the parties (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain federal income tax consequences of the Transaction is furnished to you pursuant to Sections 7(d) and 8(d) of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of the Target Corporation, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). Acquiring Fund is a series of the Acquiring Corporation, which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are ROPES & GRAY LLP IDS Life Series - Equity Portfolio AXP Variable Portfolio - Capital Resource Fund redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Target Fund Proxy Statement, the Registration Statement (including the items incorporated by reference therein), and such other items as we have deemed necessary to render this opinion. In addition, you have provided us with letters dated as of the date hereof, representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above) (the "Representation Letters"). The facts you have represented as to in the Representation Letters support the conclusion that Acquiring Fund will continue the historic business of Target Fund as an open-end investment company that seeks to obtain capital appreciation by investing its assets primarily in domestic common stocks that have favorable growth potential and that anticipate market trends. Based on the foregoing representations and assumptions and our review of the documents and items referred to above, we are of the opinion that for federal income tax purposes: i. The Transaction will constitute a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Target Fund each will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; ii. No gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; iii. The basis in the hands of Acquiring Fund of the assets of Target Fund transferred to Acquiring Fund in the Transaction will be the same as the basis of such assets in the hands of Target Fund immediately prior to the transfer; iv. The holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; v. No gain or loss will be recognized by Target Fund upon the transfer of Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation; vi. No gain or loss will be recognized by Target Fund shareholders upon the exchange of their Target Fund shares for Acquiring Fund Shares; -2- ROPES & GRAY LLP IDS Life Series - Equity Portfolio AXP Variable Portfolio - Capital Resource Fund vii. The aggregate basis of Acquiring Fund Shares a Target Fund shareholder receives in connection with the Transaction will be the same as the aggregate basis of its Target Fund shares exchanged therefor; viii. A Target Fund shareholder's holding period for its Acquiring Fund Shares will be determined by including the period for which it held the Target Fund shares exchanged therefor, provided that it held such Target Fund shares as capital assets; and ix. Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code. Acquiring Fund will take these items into account subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. In connection with this opinion we call your attention to Revenue Ruling 87-76, 1987-2 C.B.84, published by the Internal Revenue Service ("IRS"). In that ruling, the IRS held that the so-called "continuity of business enterprise" requirement necessary to tax-free reorganization treatment was not met in the case of an acquisition of an investment company which invested in corporate stocks and bonds by an investment company which invested in municipal bonds. Specifically, the IRS based its ruling on its conclusion that the business of investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe that the IRS's conclusion in this ruling is questionable, and that, even if the IRS's conclusion is correct, the facts of this Transaction are distinguishable from those in the published ruling. We believe that Acquiring Fund and, in substantial measure and independent of the Transaction, the Acquired Fund are each engaged in the same line of business: actively investing for the benefit of their respective shareholders primarily in the common stocks of U.S. companies, without focusing on any one industry sector, whose issuers are determined by the manager to have favorable growth potential and are in industry sectors that may correspond with market trends. In practice, these lines of business are pursued in very similar ways. As of the dates used in the Representation Letters adducing the continuation of the historic business of Target Fund, each Fund invested over 92% of its assets in common stocks and over 96% of each Fund's equity investment was in U.S. companies. Also on those dates, the average weighted market capitalization for each Fund's investments represented companies that fell within the conventional large cap category. In addition, the industry sectors of the issuers in which the Funds invested overlapped to a significant extent as well: 78.2% of the Funds overlapped within ten industry sectors and 52.7% of the Funds overlapped within thirty industry sectors. After the Transaction, Acquiring Fund will continue that line of business for the benefit of the shareholders of both Acquired and Acquiring Funds. While Acquiring Fund will dispose of certain securities formerly held by Acquired Fund in order to conform with its criteria for the selection of investments, it will apply the same criteria to its own historic investments. All proceeds generated by all such dispositions will be reinvested in a manner fully consistent with -3- ROPES & GRAY LLP IDS Life Series - Equity Portfolio AXP Variable Portfolio - Capital Resource Fund the shared historic investment policies of the Acquiring Fund and of Acquired Fund. In these circumstances, we are of the opinion that Acquiring Fund will have continued the historic business of Acquired Fund for the benefit of, among others, the historic shareholders of Acquired Fund and that the continuity of business enterprise requirement for tax-free treatment of a reorganization will as a result be satisfied. However, because Revenue Ruling 87-76 is the only published ruling dealing specifically with the application of the "continuity of business enterprise" requirement to a reorganization involving investment companies, our opinion cannot be entirely free from doubt. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP -------------------- Ropes & Gray LLP -4- EX-99.16A PWR ATTY 4 ex16a-poa.txt DIRECTORS'/TRUSTEES' POWER OF ATTORNEY DIRECTORS/TRUSTEES POWER OF ATTORNEY City of Minneapolis State of Minnesota Each of the undersigned, as directors and trustees of the below listed open-end, diversified investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 with the Securities and Exchange Commission:
1933 Act 1940 Act Reg. Number Reg. Number AXP Fixed Income Series, Inc. 2-51586 811-2503 AXP California Tax-Exempt Trust 33-5103 811-4646 AXP Discovery Series, Inc. 2-72174 811-3178 AXP Equity Series, Inc. 2-13188 811-772 AXP High Yield Income Series, Inc. 2-86637 811-3848 AXP Government Income Series, Inc. 2-96512 811-4260 AXP Global Series, Inc. 33-25824 811-5696 AXP Growth Series, Inc. 2-38355 811-2111 AXP High Yield Tax-Exempt Series, Inc. 2-63552 811-2901 AXP International Series, Inc. 2-92309 811-4075 AXP Investment Series, Inc. 2-11328 811-54 AXP Managed Series, Inc. 2-93801 811-4133 AXP Market Advantage Series, Inc. 33-30770 811-5897 AXP Money Market Series, Inc. 2-54516 811-2591 AXP Dimensions Series, Inc. 2-28529 811-1629 AXP Selected Series, Inc. 2-93745 811-4132 AXP Progressive Series, Inc. 2-30059 811-1714 AXP Income Series, Inc. 2-10700 811-499 AXP Special Tax-Exempt Series Trust 33-5102 811-4647 AXP Stock Series, Inc. 2-11358 811-498 AXP Strategy Series, Inc. 2-89288 811-3956 AXP Tax-Exempt Series, Inc. 2-57328 811-2686 AXP Tax-Free Money Series, Inc. 2-66868 811-3003 AXP Sector Series, Inc. 33-20872 811-5522 AXP Partners Series, Inc. 333-57852 811-10321 AXP Partners International Series, Inc. 333-64010 811-10427 AXP Variable Portfolio-Partners Series, Inc 333-61346 811-10383 AXP Variable Portfolio-Investment Series, Inc. 2-73115 811-3218 AXP Variable Portfolio-Managed Series, Inc. 2-96367 811-4252 AXP Variable Portfolio-Money Market Series, Inc. 2-72584 811-3190 AXP Variable Portfolio-Income Series, Inc. 2-73113 811-3219 AXP Variable Portfolio-Select Series, Inc. 333-113780 811-21534
hereby constitutes and appoints Arne H. Carlson, any other member of the Boards who is not an interested person of the investment manager, and Leslie L. Ogg or any one of these persons individually as her or his attorney-in-fact and agent to file and sign for her or him in her or his name, place and stead any and all further amendments to said registration statements with all exhibits and other documents thereto pursuant to said Acts and any rules and regulations thereunder and grants them the full power and authority to do and perform each and every act required and necessary to be done in connection therewith. Dated the 7th day of July, 2004. /s/ Arne H. Carlson /s/ Stephen R. Lewis, Jr. - ---------------------------- ---------------------------- Arne H. Carlson Stephen R. Lewis, Jr. /s/ Philip J. Carroll, Jr. /s/ Alan K. Simpson - ---------------------------- ---------------------------- Philip J. Carroll, Jr. Alan K. Simpson /s/ Livio D. DeSimone /s/ Alison Taunton-Rigby - ---------------------------- ---------------------------- Livio D. DeSimone Alison Taunton-Rigby /s/ Anne P. Jones /s/ William F. Truscott - ---------------------------- ---------------------------- Anne P. Jones William F. Truscott -----END PRIVACY-ENHANCED MESSAGE-----