-----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, FNdRUP1dp4aX9gKt0SAPOVAl6avymn5Mlu4fNwlq01VbWSSJbv3E3ehTSF5wlvVz JCHI2O2UDe8fVz2iEP82ag== 0000820027-03-000870.txt : 20031212 0000820027-03-000870.hdr.sgml : 20031212 20031212172554 ACCESSION NUMBER: 0000820027-03-000870 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031212 EFFECTIVENESS DATE: 20031212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP GOVERNMENT INCOME SERIES INC CENTRAL INDEX KEY: 0000764802 IRS NUMBER: 412021315 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04260 FILM NUMBER: 031052671 BUSINESS ADDRESS: STREET 1: 80 SOUTH 8TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55440 BUSINESS PHONE: 6123722772 MAIL ADDRESS: STREET 1: 80 SOUTH 8TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55440 FORMER COMPANY: FORMER CONFORMED NAME: AXP FEDERAL INCOME FUND INC /MN/ DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS FEDERAL INCOME FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP GOVERNMENT INCOME SERIES INC CENTRAL INDEX KEY: 0000764802 IRS NUMBER: 412021315 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-96512 FILM NUMBER: 031052672 BUSINESS ADDRESS: STREET 1: 80 SOUTH 8TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55440 BUSINESS PHONE: 6123722772 MAIL ADDRESS: STREET 1: 80 SOUTH 8TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55440 FORMER COMPANY: FORMER CONFORMED NAME: AXP FEDERAL INCOME FUND INC /MN/ DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS FEDERAL INCOME FUND INC DATE OF NAME CHANGE: 19920703 485BPOS 1 partc.txt AXP GOVERNMENT INCOME SERIES, INC. 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. 38 (File No. 2-96512) [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 41 (File No. 811-4260) [X] AXP Government Income Series, Inc. 200 AXP Financial Center Minneapolis, Minnesota 55474 Leslie L. Ogg - 901 S. Marquette Avenue, Suite 2810, Minneapolis, MN 55402-3268 (612) 330-9283 Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective: [ 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. AXP Short Duration U.S. Government Fund, a series of the Registrant has adopted a master/feeder operating structure. This Post-Effective Amendment includes a signature page for Income Trust, the master fund. Part A The prospectuses for AXP Short Duration U.S. Government Fund and AXP U.S. Government Mortgage Fund are incorporated by reference to that filed in Registrant's Post-Effective Amendment No. 37 to Registration Statement No. 2-96512 filed on or about July 28, 2003. AXP(R) Short Duration U.S. Government Fund Supplement to the July 30, 2003 Prospectus and Statement of Additional Information (SAI) This supplement describes the Fund's Class I shares and it supplements certain information in the Fund's prospectus and SAI dated July 30, 2003. The caption headings used in this Supplement correspond with the caption headings used in the prospectus and SAI. Prospectus You may purchase Class I shares only if you are an eligible investor, as described under the caption "Buying and Selling Shares" below. PAST PERFORMANCE Class I is new as of the date of this supplement and therefore performance information is not available. The performance table is intended to indicate some of the risks of investing in the Fund by showing changes in the Fund's performance over time. Please note that you will find performance returns, after the deduction of certain taxes, for Class A shares of the Fund, together with returns of one or more broad measures of market performance, in the performance table of the prospectus. Past performance for Class I for the period prior to the date the class began operations may be calculated based on the performance of Class A, adjusted to reflect differences in sales charges, although not for other differences in expenses. The use of blended performance generally results in lower performance than Class I shares would have experienced had they been offered for the entire period. FEES AND EXPENSES Fund investors pay various expenses. The table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The table is supplemented as follows: Shareholder Fees (fees paid directly from your investment) Class I Maximum sales charge (load) imposed on purchases (as a percentage of offering price) none Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) none Annual Fund operating expenses(a) (expenses that are deducted from Fund assets) As a percentage of average daily net assets: Class I Management fees 0.49 % Distribution (12b-1) fees 0.00 % Other expenses(b) 0.06 % Total 0.55 % (a) Other expenses are based on estimated amounts for the current fiscal year. (b) Other expenses include an administrative services fee and other nonadvisory expenses. 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. The table is supplemented as follows: 1 year 3 years Class I $56 $175 BUYING AND SELLING SHARES The description of Investment Options is supplemented as follows: If you are an eligible investor, you may purchase Class I shares at net asset value without an initial sales charge or CDSC on redemption. Class I shares do not have annual distribution and service fees, and do not convert to any other class of shares. The following eligible investors may purchase Class I shares: o Any fund distributed by AEFA, if the fund seeks to achieve its investment objective by investing primarily in shares of the Fund and other American Express Funds. The discussion of buying and selling shares is supplemented as follows: You may purchase, redeem or exchange Class I shares only through AEFA (see the back cover of the prospectus for address and telephone number). You may exchange your Class I shares only for Class I shares of another American Express Fund. Statement of Additional Information Investing In the Fund The description of the sales charge is supplemented as follows: For Class I, there is no initial sales charge so the public offering price is the same as the NAV. Agreements The description of the Transfer Agency Agreement is supplemented as follows: The rate for Class I is $1.00 per year. AXP(R) U.S. Government Mortgage Fund Supplement to the July 30, 2003 Prospectus and Statement of Additional Information (SAI) This supplement describes the Fund's Class I shares and it supplements certain information in the Fund's prospectus and SAI dated July 30, 2003. The caption headings used in this Supplement correspond with the caption headings used in the prospectus and SAI. Prospectus You may purchase Class I shares only if you are an eligible investor, as described under the caption "Buying and Selling Shares" below. PAST PERFORMANCE Class I is new as of the date of this supplement and therefore performance information is not available. The performance table is intended to indicate some of the risks of investing in the Fund by showing changes in the Fund's performance over time. Please note that you will find performance returns, after the deduction of certain taxes, for Class A shares of the Fund, together with returns of one or more broad measures of market performance, in the performance table of the prospectus. Past performance for Class I for the period prior to the date the class began operations may be calculated based on the performance of Class A, adjusted to reflect differences in sales charges, although not for other differences in expenses. The use of blended performance generally results in lower performance than Class I shares would have experienced had they been offered for the entire period. FEES AND EXPENSES Fund investors pay various expenses. The table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The table is supplemented as follows: Shareholder Fees (fees paid directly from your investment) Class I Maximum sales charge (load) imposed on purchases (as a percentage of offering price) none Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) none Annual Fund operating expenses(a) (expenses that are deducted from Fund assets) As a percentage of average daily net assets: Class I Management fees 0.52 % Distribution (12b-1) fees 0.00 % Other expenses(b) 0.09 % Total 0.61 % (a) Other expenses are based on estimated amounts for the current fiscal year. (b) Other expenses include an administrative services fee and other nonadvisory expenses. 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. The table is supplemented as follows: 1 year 3 years Class I $62 $194 BUYING AND SELLING SHARES The description of Investment Options is supplemented as follows: If you are an eligible investor, you may purchase Class I shares at net asset value without an initial sales charge or CDSC on redemption. Class I shares do not have annual distribution and service fees, and do not convert to any other class of shares. The following eligible investors may purchase Class I shares: o Any fund distributed by AEFA, if the fund seeks to achieve its investment objective by investing primarily in shares of the Fund and other American Express Funds. The discussion of buying and selling shares is supplemented as follows: You may purchase, redeem or exchange Class I shares only through AEFA (see the back cover of the prospectus for address and telephone number). You may exchange your Class I shares only for Class I shares of another American Express Fund. Statement of Additional Information Investing In the Fund The description of the sales charge is supplemented as follows: For Class I, there is no initial sales charge so the public offering price is the same as the NAV. Agreements The description of the Transfer Agency Agreement is supplemented as follows: The rate for Class I is $1.00 per year. Part B The Statements of Additional Information and financial statements for AXP Short Duration U.S. Government Fund and AXP U.S. Government Mortgage Fund are incorporated by reference to that filed in Registrant's Post-Effective Amendment No. 37 to Registration Statement No. 2-96512 filed on or about July 28, 2003. PART C. OTHER INFORMATION Item 23. Exhibits (a)(1) Articles of Incorporation, as amended October 17, 1988, filed as Exhibit 1 to Registrant's Post-Effective Amendment No. 7 to Registration Statement No. 2-96512, are incorporated by reference. (a)(2) Articles of Amendment to the Articles of Incorporation dated June 16, 1999, filed as Exhibit (a)(2) to Registrant's Post-Effective Amendment No. 31 are incorporated by reference. (a)(3) Articles of Amendment, dated Nov. 14, 2002, filed electronically on or about May 22, 2003 as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 36 to Registration Statement No. 2-96512 are incorporated by reference. (b) By-laws, as amended January 11, 2001 filed as Exhibit (b) to Registrant's Post-Effective Amendment No. 31 is incorporated by reference. (c) Stock Certificate for common stock, filed as Exhibit No. 4 to Registration Statement No. 2-96512, is incorporated by reference. (d)(1) Investment Management Services Agreement between Registrant and American Express Financial Corporation, dated March 20, 1995, filed electronically as Exhibit 5 to Registrant's Post-Effective Amendment No. 19 to Registration Statement No. 2-96512, is incorporated by reference. The agreement was assumed by the Portfolio when the Fund adopted the master/feeder structure. (d)(2) Investment Management Services Agreement between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Financial Corporation dated Jan. 10, 2002, filed as Exhibit (d)(2) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (d)(3) Amendment to Investment Management Services Agreement between AXP Growth Series, Inc. and American Express Financial Corporation, dated June 3, 2002, filed electronically on or about June 12, 2002 as Exhibit (d)(7) to AXP Growth Series, Inc. Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. Registrant's Amendments to Investment Management Services Agreements differ from the one incorporated by reference only by the fact that Registrant is one executing party. (e)(1) Distribution Agreement, dated July 8, 1999, between AXP Utilities Income Fund, Inc. and American Express Financial Advisors Inc. is incorporated by reference to Exhibit (e) to AXP Utilities Income Fund, Inc. Post-Effective Amendment No. 22, to Registration Statement File No. 33-20872 filed on or about August 27, 1999. Registrant's Distribution Agreement differs from the one incorporated by reference only by the fact that Registrant is one executing party. (e)(2) Distribution Agreement between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Financial Advisors Inc. dated Jan. 10, 2002, filed as Exhibit (e)(2) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (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, is incorporated by reference to Exhibit 8(a) to Registrant's Post-Effective Amendment No. 26 filed on or about July 30, 1998. (g)(2) Addendum to Custodian Agreement between IDS Federal Income Fund, Inc., American Express Trust Company and American Express Financial Corporation, dated June 10, 1996, filed electronically as Exhibit 8(c) to Registrant's Post-Effective Amendment No. 24 to Registration Statement No. 2-96512, is incorporated by reference. (g)(3) 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)(4) Custodian Agreement between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Trust Company dated Jan. 10, 2002, filed electronically as Exhibit (g)(4) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (h)(1) Administrative Services Agreement between Registrant and American Express Financial Corporation, dated March 20, 1995, is incorporated by reference to Exhibit 9(e) to Registrant's Post-Effective Amendment No. 26 filed on or about July 30, 1998. (h)(2) Administrative Services Agreement between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Financial Corporation, dated Jan. 10, 2002, filed as Exhibit (h)(8) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (h)(3) Amendment to Administrative Services Agreement between AXP Growth Series, Inc. and American Express Financial Corporation, dated June 3, 2002, filed electronically on or about June 12, 2002 as Exhibit (h)(7) to AXP Growth Series, Inc. Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. Registrant's Amendments to Administrative Services Agreements differ from the one incorporated be reference only by the fact that Registrant is one executing party. (h)(4) License Agreement between Registrant and IDS Financial Corporation, dated January 25, 1988, filed as Exhibit 9(b) to Post-Effective Amendment No. 7 to Registration Statement No. 2-96512, is incorporated by reference. (h)(5) 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. (h)(6) Agreement and Plan of Reorganization, dated Sept. 8, 1994, between IDS Strategy Fund, Inc, and IDS Federal Income Fund, Inc., filed electronically as Exhibit 4 to Registrant's Pre-Effective Amendment No. 1, on Form N-14, is incorporated by reference. (h)(7) Agreement and Plan of Reorganization, dated March 10, 2000, between Strategist Income Fund, Inc. on behalf of Strategist Government Income Fund and AXP Federal Income Fund, Inc. is incorporated by reference to Exhibit (h)(8) to Registrant's Post- Effective Amendment No. 30 filed on or about July 28, 2000. (h)(8) 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, 1997 as Exhibit 9(e) to IDS Precious Metals Fund, Inc.'s Post-Effective 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)(9) Class Y Shareholder Service Agreement between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Financial Advisors Inc. dated Jan. 10, 2002, filed as Exhibit (h)(9) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (h)(10) Transfer Agency Agreement dated May 1, 2003 between Registrant, on behalf of AXP Federal Income Fund and AXP U.S. Government Mortgage Fund and American Express Client Service Corporation filed electronically on or about May 22, 2003 as Exhibit (h)(10) to Registrant's Post-Effective Amendment No. 36 to Registration Statement No. 2-96512 is incorporated by reference. (h)(11) Class I Shares Transfer Agency Agreement between the American Express Funds and American Express Client Service Corporation, dated Nov. 13, 2003 filed electronically on or about Nov. 25, 2003 as Exhibit (h)(9), is incorporated by reference to AXP Stock Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-11358. (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) Letter of IDS Financial Services Inc. as sole shareholder, filed as Exhibit No. 13 to Pre-Effective Amendment No. 2 to Registration Statement No. 2-96512, 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 Exhibit (m) to AXP Discovery Fund, Inc. Post-Effective Amendment No. 36 to Registration Statement File No. 2-72174 filed on or about July 30, 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 between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Financial Advisors Inc. dated Jan. 10, 2002, filed as Exhibit (m)(3) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (m)(3) 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. (m)(4) Plan and Agreement of Distribution For Class C Shares between Registrant, on behalf of AXP U.S. Government Mortgage Fund, and American Express Financial Advisors Inc. dated Jan. 10, 2002, filed as Exhibit (m)(4) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (n) Rule 18f-3 Plan, dated March 9, 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 adviser and principal underwriter, dated May 2003, filed electronically on or about August 15, 2003 as Exhibit (p)(2) to AXP Fixed Income Series, Inc. Post-Effective Amendment No. 55 to Registration Statement No. 2-51586 is incorporated by reference. (q)(1) Directors' Power of Attorney to sign Amendments to this Registration Statement, dated Jan. 8, 2003, filed electronically on or about May 22, 2003 as Exhibit (q)(1) to Registrant's Post-Effective Amendment No. 36 to Registration Statement No. 2-96512 is incorporated by reference. (q)(2) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Jan. 9, 2002, filed as Exhibit (q)(2) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (q)(3) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Sept. 17, 2002, filed electronically on or about May 22, 2003 as Exhibit (q)(3) to Registrant's Post-Effective Amendment No. 36 to Registration Statement No. 2-96512 is incorporated by reference. (q)(4) Trustees' Power of Attorney, dated Jan. 8, 2003, filed electronically on or about May 22, 2003 as Exhibit (q)(4) to Registrant's Post-Effective Amendment No. 36 to Registration Statement No. 2-96512 is incorporated by reference. (q)(5) Officers' Power of Attorney dated Jan. 9, 2002 filed as Exhibit (q)(4) to Registrant's Post-Effective Amendment No. 33 is incorporated by reference. (q)(6) Officers' Power of Attorney, dated Sept. 18, 2002, filed electronically on or about May 22, 2003 as Exhibit (q)(6) to Registrant's Post-Effective Amendment No. 36 to Registration Statement No. 2-96512 is incorporated by reference. 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.
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: Name and Title Other company(s) Address* Title within other company(s) - ------------------------- ----------------------- ------------------------- ----------------------- Ruediger Adolf American Express Financial Senior Vice President Senior Vice President Advisors Inc. Gumer C. Alvero American Centurion Life 20 Madison Ave. Extension Director and Vice President - Annuities Vice President - General Assurance Company P.O. Box 5555 Manager Annuities Albany, NY 12205-0555 American Enterprise Life Director, Chairman of the Board and Insurance Company Executive Vice President - Annuities American Express Financial Vice President - General Manager Advisors Inc. Annuities American Express Insurance Director and Vice President Agency of Alabama Inc. 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 Maryland Inc. American Express Insurance Director and Vice President Agency of Massachusetts Inc. American Express Insurance Director and Vice President Agency of Nevada Inc. American Express Insurance Director and Vice President Agency of New Mexico Inc. American Express Insurance Director and Vice President Agency of Oklahoma Inc. American Express Insurance Director and Vice President Agency of Wyoming Inc. American Partners Life 1751 AXP Financial Center Director, President Insurance Company Minneapolis MN 55474 and Chief Executive Officer IDS Insurance Agency of Director and Vice President Arkansas Inc. IDS Life Insurance Company Director and Executive Vice President - Annuities IDS Life Insurance Company P.O. Box 5144 Director and Vice President - Annuities of New York Albany, NY 12205 IDS Life Series Fund, Inc. Director and Chairman of the Board IDS Life Variable Annuity Manager and Chairman of the Board Funds A & B Ward D. Armstrong American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Retirement Services and Asset Retirement Services Management and Asset Management American Express Asset Director and President Management Group Inc. American Express Trust Director and Chairman of Company the Board Kenwood Capital Management LLC Manager Northwinds Marketing Manager Group LLC John M. Baker American Express Financial Vice President - Plan Vice President - Plan Sponsor Advisors Inc. Sponsor Services Services American Express Asset Vice President Management Group Inc. American Express Trust Director and Senior Vice President Company Dudley Barksdale American Express Financial Vice President - Service Vice President - Service Advisors Inc. Development Development Timothy V. Bechtold American Centurion Life 20 Madison Ave. Extension Director, President and Chief Vice President - Assurance Company P.O. Box 5555 Executive Officer Insurance Products Albany, NY 12205-0555 American Express Financial Vice President - Insurance Advisors Inc. Products American Express Insurance Director, President and Chief Agency of Alabama Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Arizona Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Idaho Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Maryland Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Massachusetts Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Nevada Inc. Executive Officer American Express Insurance Director, President and Chief Agency of New Mexico Inc. Executive Officer American Express Insurance Director and President and Chief Agency of Oklahoma Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Wyoming Inc. Executive Officer American Partners Life Director and Chairman of the Board Insurance Company and Vice President-Insurance Products IDS Insurance Agency of Director, President and Chief Arkansas Inc. Executive Officer IDS Life Insurance Company Director and President IDS Life Insurance Company P.O. Box 5144 Director, President and Chief of New York Albany, NY 12205 Executive Officer IDS Life Series Fund, Inc. Director, President and Chief Executive Officer IDS Life Variable Annuity Manager, President and Chief Funds A & B Executive Officer IDS REO 1, LLC President IDS REO 2, LLC President Arthur H. Berman American Express Senior Vice President and Senior Vice President and Financial Advisors Inc. Chief Financial Officer Chief Financial Officer American Express Director Trust Company Walter S. Berman Advisory Capital Partners LLC Treasurer Director, Senior Vice President and Treasurer Advisory Capital Strategies Treasurer Group Inc. Advisory Convertible Arbitrage LLC Treasurer Advisory Credit Opportunities Treasurer GP LLC Advisory Quantitative Treasurer Equity (General Partner) LLC Advisory Select LLC Treasurer American Centurion Life Treasurer Assurance Company American Enterprise Life Vice Pesident and Treasurer Insurance Company American Enterprise REO 1, LLC Treasurer American Express Asset Management Treasurer Group, Inc. American Express Director and Treasurer Certificate Company American Express Client Treasurer Service Corporation American Express Corporation Treasurer American Express Financial Director, Senior Vice President Advisors Inc. and Treasurer American Express Financial Treasurer Advisors Japan Inc. American Express Insurance Treasurer Agency of Alabama Inc. American Express Insurance Treasurer Agency of Arizona Inc. American Express Insurance Treasurer Agency of Idaho Inc. American Express Insurance Treasurer Agency of Maryland Inc. American Express Insurance Treasurer Agency of Massachusetts Inc. American Express Insurance Treasurer Agency of Nevada Inc. American Express Insurance Treasurer Agency of New Mexico Inc. American Express Insurance Treasurer Agency of Oklahoma Inc. American Express Insurance Treasurer Agency of Wyoming Inc. American Partners Life Vice Pesident and Treasurer Insurance Company American Express Property Treasurer Casualty Insurance Agency American Express Property Treasurer Casualty Insurance Agency of Kentucky, Inc. American Express Property Treasurer Casualty Insurance Agency of Maryland, Inc. American Express Property Treasurer Casualty Insurance Agency of Pennsylvania, Inc. American Express Personal Treasurer Trust Services, FSB AMEX Assurance Company Treasurer IDS Cable Corporation Treasurer IDS Cable II Corporation Treasurer IDS Capital Holdings Inc. Treasurer IDS Insurance Agency of Treasurer Arkansas, Inc. IDS Life Insurance Company Vice Pesident and Treasurer IDS Life Insurance Company Vice Pesident and Treasurer of New York IDS Management Corporation Treasurer IDS Partnership Services Treasurer Corporation IDS Property Casualty Treasurer Insurance Company IDS Realty Corporation Treasurer IDS REO 1, LLC Treasurer IDS REO 2, LLC Treasurer Robert C. Bloomer American Express Vice President - Technologies Vice President - Financial Advisors Inc. Technologies Leslie H. Bodell American Express Vice President - Technologies Vice President - Financial Advisors Inc. Technologies Kenneth I. Chenault American Express Company World Financial Center Chairman and Chief Director 200 Vesey Street Operating Officer New York, NY 10285 Kenneth J. Ciak AMEX Assurance Company Director, President and Chief Vice President and General Executive Officer Manager - IDS Property Casualty American Express Financial Vice President and General Advisors Inc. Manager - IDS Property Casualty American Express Property Director, President and Chief Casualty Insurance Agency Executive Officer of Kentucky Inc. American Express Property Director, President and Chief Casualty Insurance Agency Executive Officer of Maryland Inc. American Express Property Director, President and Chief Casualty Insurance Agency Executive Officer of Pennsylvania Inc. IDS Property Casualty 1 WEG Blvd. Director, President and Chief Insurance Company DePere, WI 54115 Executive Officer Paul A. Connolly American Express Financial Vice President - Retail Distribution Vice President - Retail Advisors Inc. Services Distribution Services James M. Cracchiolo American Express Financial Director, Chairman of the Board, Director, Chairman of Advisors Inc. President and Chief Executive Officer the Board, President and Chief Executive Officer Colleen Curran American Express Financial Vice President and Vice President and Assistant Advisors Inc. Assistant General Counsel General Counsel Luz Maria Davis American Express Financial Vice President - AEFA Vice President - AEFA Advisors Inc. Communications Communications William V. Elliott American Express Financial Vice President - Financial Vice President - Financial Advisors Inc. Planning and Advice Planning and Advice Benjamin R. Field American Express Vice President - Finance Education & Vice President - Finance Financial Advisors Inc. Planning Services Education & Planning Services Giunero Floro American Express Vice President - Creative Services Vice President - Creative Financial Advisors Inc. Services Terrence J. Flynn American Express Vice President - Brokerage Clearing Vice President - Brokerage Financial Advisors Inc. Operations Clearing Operations American Enterprise Senior Vice President Investment Services Inc. Jeffery P. Fox American Express Vice President - Investment Accounting Vice President - Financial Advisors Inc. Investment Accounting IDS Life Series, Inc. Chief Financial Officer IDS Life Variable Annuity Chief Financial Officer Funds A & B Barbara H. Fraser American Express Financial Executive Vice President - Chief Executive Vice Advisors Inc. Marketing Officer President - Chief Marketing Officer IDS Life Insurance Company Director, Chairman of the Board and Chief Executive Officer American Express Trust Company Vice President Gordon M. Fines American Express Asset Senior Vice President - Vice President - Senior Management Group Inc. Growth Spectrum Portfolio Manager I American Express Financial Vice President - Senior Advisors Inc. Portfolio Manager I Peter A. Gallus American Express Financial Vice President - Vice President - Investment Advisors Inc. Investment Administration Administration Kenwood Capital Management LLC Manager IDS Capital Holdings Inc. Vice President and Controller Steve Guida American Enterprise Vice President Vice President - New Investment Services Inc. Business and Service American Express Financial Vice President - New Advisors Inc. Business and Service Teresa A. Hanratty American Express Financial Senior Vice Senior Vice Advisors Inc. President - Field Management President - Field Management Lorraine R. Hart AMEX Assurance Company Vice President - Vice President - Investment Investments Administration Officer American Centurion Life 20 Madison Ave. Extension Vice President - Investments Assurance Company P.O. Box 5555 Albany, NY 12205-0555 American Enterprise Life 829 AXP Financial Center Vice President - Investments Insurance Company Minneapolis, MN 55474 American Enterprise 829 AXP Financial Center Vice President REO 1, LLC Minneapolis, MN 55474 American Express Vice President - Investments Certificate Company American Express Director, President and Chief Corporation Executive Officer American Express International Vice President - Investments Deposit Company American Express Financial Vice President - Investment Advisors Inc. Administration Officer American Express Vice President - Investments International Deposit Company American Partners Life 1751 AXP Financial Center Director and Vice Insurance Company Minneapolis, MN 55474 President - Investments IDS Life Insurance Company Vice President - Investments IDS Life Insurance Company P.O. Box 5144 Vice President - Investments of New York Albany, NY 12205 IDS Life Series Fund, Inc. Vice President - Investments IDS Life Variable Annuity Vice President - Investments Funds A and B IDS Property Casualty 1 WEG Blvd. Vice President - Investment Officer Insurance Company DePere, WI 54115 IDS REO 1, LLC Vice President IDS REO 2, LLC Vice President Investors Syndicate Director and Vice Development Corp. President - Investments Janis K. Heaney American Express Financial Vice President - Incentive Vice President - Incentive Advisors Inc. Management Management Brian M. Heath American Express Financial Senior Vice President and Senior Vice President Advisors Inc. General Sales Manager and General Sales Manager Henry Heitman American Express Financial Vice President - Brokerage Vice President - Brokerage Advisors Inc. Product Development Product Development Carol A. Holton American Centurion Life 20 Madison Ave. Extension Director, Vice President - Third Vice President - Third Party Assurance Company Albany, NY 12205-0555 Party Distribution Distribution American Enterprise Life 829 AXP Financial Center Director, President and Insurance Company Minneapolis, MN 55474 Chief Executive Officer American Enterprise 829 AXP Financial Center President REO 1, LLC Minneapolis, MN 55474 American Express Financial Vice President - Third Advisors Inc. Party Distribution IDS Life Insurance Company 20 Madison Ave. Extension Director of New York P.O. Box 5555 Albany, NY 12205-0555 Debra A. Hutchinson American Express Financial Vice President - Technologies I Vice President - Advisors Inc. Technologies I James M. Jensen American Express Financial Vice President - Advice Vice President - Advice and Advisors Inc. and Retail Distribution Retail Distribution Group, Group Product, Product, Compensation and Compensation and Field Field Administration Administration Nancy E. Jones American Express Financial Vice President - Business Development Vice President - Advisors Inc. Strategy Business Development Strategy William A. Jones American Express Vice President - Technologies III Vice President - Financial Advisors Inc. Technologies III John C. Junek American Express Financial Senior Vice President and Senior Vice President Advisors Inc. General Counsel and General Counsel Investors Syndicate Director Development Corp. Ora J. Kaine American Express Financial Vice President - Retail Vice President - Retail Advisors Inc. Distribution Services and Distribution Services and Chief of Staff Chief of Staff Theresa A. Kaminski Vice President - Compliance Michelle M. Keeley American Express Senior Vice President - Fixed Income Senior Vice President - Financial Advisors Inc. Fixed Income American Express Asset Director Management Group, Inc. Claire Kolmodin American Express Financial Vice President - Strategic Vice President - Strategic Advisors Inc. Initiatives Initiatives Christopher J. Kopka Advisory Capital Partners LLC Money Laundering Prevention Officer Advisory Capital Strategies Money Laundering Group Inc. Prevention Officer Advisory Convertible Arbitrage LLC Money Laundering Prevention Officer Advisory Credit Opportunities Money Laundering GP LLC Prevention Officer Advisory Quantitative Money Laundering Equity (General Partner) LLC Prevention Officer Advisory Select LLC Money Laundering Prevention Officer American Enterprise Money Laundering Investment Services, Inc. Prevention Officer American Enterprise Life Money Laundering Insurance Company Prevention Officer American Express Asset Management Money Laundering Group, Inc. Prevention Officer American Express Asset Management Money Laundering International, Inc. Prevention Officer American Express Money Laundering Certificate Company Prevention Officer American Express Client Money Laundering Service Corporation Prevention Officer American Express Corporation Money Laundering Prevention Officer American Express Financial Money Laundering Advisors Inc. Prevention Officer American Express Financial Money Laundering Advisors Japan Inc. Prevention Officer American Express Financial Money Laundering Corporation Prevention Officer American Express Insurance Money Laundering Agency of Alabama Inc. Prevention Officer American Express Insurance Money Laundering Agency of Arizona Inc. Prevention Officer American Express Insurance Money Laundering Agency of Idaho Inc. Prevention Officer American Express Insurance Money Laundering Agency of Maryland Inc. Prevention Officer American Express Insurance Money Laundering Agency of Massachusetts Inc. Prevention Officer American Express Insurance Money Laundering Agency of Nevada Inc. Prevention Officer American Express Insurance Money Laundering Agency of New Mexico Inc. Prevention Officer American Express Insurance Money Laundering Agency of Oklahoma Inc. Prevention Officer American Express Insurance Money Laundering Agency of Wyoming Inc. Prevention Officer American Express Property Money Laundering Casualty Insurance Agency Prevention Officer American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Kentucky, Inc. American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Maryland, Inc. American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Pennsylvania, Inc. Boston Equity General Money Laundering Partner LLC Prevention Officer IDS Cable II Corporation Money Laundering Prevention Officer IDS Insurance Agency of Money Laundering Arkansas, Inc. Prevention Officer IDS Life Series Fund, Inc. Money Laundering Prevention Officer IDS Life Variable Annuity Money Laundering Funds A & B Prevention Officer IDS Property Casualty Money Laundering Insurance Company Prevention Officer Lori J. Larson American Express Financial Vice President - Brokerage Vice President - Brokerage Advisors Inc. and Direct Services and Direct Services Daniel E. Laufenberg American Express Financial Vice President and Chief Vice President and Chief Advisors Inc. U.S. Economist U.S. Economist Jane W. Lee American Express Financial Vice President and General Vice President and General Advisors Inc. Manager Platinum Financial Manager Platinum Financial Services Services Catherine M. Libbe American Express Vice President - Marketing & Product Vice President - Financial Advisors Inc. Services Marketing & Product Services Diane D. Lyngstad American Express Financial Vice President - Lead Vice President - Lead Advisors Inc. Financial Officer, Financial Officer, U.S. Retail Group U.S. Retail Group American Express Client Vice President and Chief Service Corporation Financial Officer Thomas A. Mahowald American Express Financial Vice President and Director of Vice President and Director Advisors Inc. Equity Research of Equity Research Timothy J. Masek American Express Financial Vice President and Director Vice President and Director Advisors Inc. of Fixed Income Research of Fixed Income Research Mark T. McGannon American Express Financial Vice President and Vice President and Advisors Inc. General Manager - Products Sales General Manager - Products Sales Brian J. McGrane American Express Vice President - LFO Finance Vice President - Financial Advisors Inc. LFO Finance Advisory Capital Partners LLC Vice President and Chief Financial Officer Advisory Capital Vice President and Chief Financial Strategies Group Inc. Officer Advisory Convertible Vice President and Chief Financial Arbitrage LLC Officer Advisory Credit Vice President and Chief Financial Opportunities GP LLC Officer Advisory Quantitative Equity Vice President and Chief Financial (General Partner) LLC Officer Advisory Select LLC Vice President and Chief Financial Officer American Express Asset Vice President and Chief Financial Management Group Inc. Officer Boston Equity General Vice President and Chief Financial Partner LLC Officer Sarah M. McKenzie American Express Financial Vice President - Vice President - Advisors Inc. Managed and Brokerage Products Managed and Brokerage Products American Express Personal Director Trust Services, FSB Timothy S. Meehan American Express Secretary Secretary Financial Advisors Inc. American Enterprise Investment Services Secretary American Enterprise REO 1, LLC Secretary American Express Asset Secretary Management Group Inc. American Express Asset Secretary Management International Inc. American Express Client Service Secretary Corporation American Express Financial Secretary Advisors Inc. Japan American Express Insurance Secretary Agency of Alabama Inc. American Express Insurance Secretary Agency of Arizona Inc. American Express Insurance Secretary Agency of Idaho Inc. American Express Insurance Secretary Agency of Maryland Inc. American Express Insurance Secretary Agency of Massachusetts Inc. American Express Insurance Secretary Agency of Nevada Inc. American Express Insurance Secretary Agency of New Mexico Inc. American Express Insurance Secretary Agency of Oklahoma Inc. American Express Insurance Secretary Agency of Wyoming Inc. American Express Personal Secretary Trust Services, FSB American Express Property Secretary Casualty Insurance Agency American Express Property Casualty Secretary Insurance Agency of Kentucky Inc. American Express Property Casualty Secretary Insurance Agency of Maryland Inc. American Express Property Casualty Secretary Insurance Agency of Pennslyvania Inc. Amex Assurance Company Secretary IDS Cable Corporation Secretary IDS Cable II Corporation Secretary IDS Capital Holdings Inc. Secretary IDS Insurance Agency of Secretary Arkansas Inc. IDS Life Insurance Company Secretary IDS Management Corporation Secretary IDS Partnership Services Corporation Secretary IDS Property Casualty Secretary Insurance Company IDS Realty Company Secretary IDS REO 1, LLC Secretary IDS REO 2, LLC Secretary Investors Syndicate Development Corp. Secretary Paula R. Meyer American Express Financial Senior Vice President and General Senior Vice President Advisors Inc. Manager - Mutual Funds and General Manager - Mutual Funds American Express Certificate Director, President Chairman of the Company Board and Chief Executive Officer American Express Director and President International Deposit Company American Express Director Trust Company Investors Syndicate Director, President and Chief Development Corp. Executive Officer Barry J. Murphy American Express Client Director, Chairman of the Board, Executive Vice President - Service Corporation President and Chief Executive Officer U.S. Retail Group American Express Financial Executive Vice President - Advisors Inc. U.S. Retail Group IDS Life Insurance Company Director Rebecca Nash American Express Financial Vice President - Vice President - Corporation Service Operations Service Operations AMEX Assurance Company Vice President - Service Operations IDS Property Casualty Vice President - Insurance Company Service Operations Balakrish R. Natarajan American Express Financial Vice President - Finance Vice President - Finance Advisors Inc. Francois B. Odouard American Express Financial Vice President - Brokerage Vice President - Advisors Inc. Brokerage Michael J. O'Keefe American Express Financial Vice President - Advisory Vice President - Advisory Advisors Inc. Business Systems Business Systems Kristi L. Petersen American Express Financial Vice President - SPS and Vice President - SPS and Advisors Inc. External Products External Products IDS Cable Corporation Director, President and Chief Executive Officer IDS Cable II Corporation Director, President and Chief Executive Officer IDS Futures Corporation Director, President and Chief Executive Officer IDS Management Corporation Director, President and Chief Executive Officer IDS Partnership Services Director, President and Chief Executive Corporation Officer IDS Realty Corporation Director, President and Chief Executive Officer Ronald W. Powell American Express Financial Vice President and Vice President and Assistant Advisors Inc. Assistant General Counsel General Counsel Kenwood Capital Management LLC Chief Legal Officer Teresa J. Rasmussen American Express Financial Vice President and Vice President and Assistant Advisors Inc. Assistant General Counsel General Counsel American Centurion Life Counsel and Secretary Assurance Company American Enterprise Life Director Insurance Company American Express Corporation Director, Vice President and Secretary IDS Life Insurance Company Vice President, General Counsel and Assistant Secretary IDS Life Insurance Company 20 Madison Ave. Extension Assistant General Counsel and of New York Albany, NY 12205-0555 Assistant Secretary American Partners Director, Vice President, Life Insurance Company General Counsel and Secretary Mark A. Riordan American Express Vice President - Finance Vice President - Finance Financial Advisors Inc. Emerging Technologies Emerging Technologies Daniel J. Rivera American Express Vice President - Senior Vice President - Senior Financial Advisors Inc. Portfolio Manager II Portfolio Manager II ReBecca K. Roloff American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Field Management and Field Management Financial Advisory Services and Financial Advisory Services Stephen W. Roszell Advisory Capital Director Senior Vice President - Strategies Group Inc. Institutional Group Advisory Select LLC Director American Express Asset Director and Chief Management Group Inc. Executive Officer American Express Asset Director and Executive Vice President Management International, Inc. American Express Asset Director Management International, (Japan) Ltd. American Express Asset Director Management Ltd. American Express Financial Senior Vice President - Advisors Inc. Institutional Group American Express Financial Director Advisors Japan Inc. American Express Trust Director Company IDS Life Insurance Company Director Northwinds Marketing Manager Group LLC Andrew C. Schell American Express Financial Vice President - Client Vice President - Client Advisors Inc. Development and Migration Development and Migration Peter B. Schofield American Express Vice President - Auditing Vice President - Auditing Financial Advisors Inc. Gary A. Scott American Express Vice President - Client Acquisition Vice President - Financial Advisors Inc. Marketing Client Acquisition Marketing Bridget Sperl American Enterprise Director, President and Chief Senior Vice President - Investment Services Inc. Executive Officer Client Service Organization American Express Client Director and Senior Vice President Service Corporation American Express Financial Senior Vice President - Advisors Inc. Client Service Organization IDS Life Insurance Company Executive Vice President - Client Service IDS Property Casualty Director Insurance Company Jacqueline M. Sinjem American Express Financial Vice President - Plan Vice President - Plan Financial Corporation Sponsor Services Sponsor Services American Express Financial Vice President - Plan Advisors Inc. Sponsor Services American Express Trust Vice President - Plan Company Sponsor Services Lisa A. Steffes American Express Financial Vice President - Marketing Vice President - Marketing Advisors Inc. Offer Development Offer Development AMEX Assurance Company Director IDS Property Casualty 1 WEG Blvd. Director Insurance Company DePere, WI 54115 David K. Stewart American Express Vice President - AEFA Controller Vice President - Financial Advisors Inc. AEFA Controller Caroline Stockdale-Boon American Express Senior Vice President - Senior Vice President - Financial Advisors Inc. Human Resources Human Resources Jeffrey J. Stremcha American Express Financial Vice President - Technologies I Vice President - Advisors Inc. Technologies I John T. Sweeney American Express Financial Vice President - Lead Vice President - Lead Advisors Inc. Financial Officer, Products Group Financial Officer, Products Group AMEX Assurance Company Director American Centurion Life Vice President - Finance Assurance Company American Enterprise Vice President - Finance Life Insurance Company American Express Insurance Director and Vice President Agency of Alabama Inc. 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 Maryland Inc. American Express Insurance Director and Vice President Agency of Massachusetts Inc. American Express Insurance Director and Vice President Agency of Nevada Inc. American Express Insurance Director and Vice President Agency of New Mexico Inc. American Express Insurance Director and Vice President Agency of Oklahoma Inc. American Express Insurance Director and Vice President Agency of Wyoming Inc. American Express Certificate Vice President - Finance Company American Partners Vice President - Finance Life Insurance Company IDS Cable Corporation Director IDS Cable II Corporation Director IDS Insurance Agency of Director and Vice President Arkansas Inc. IDS Life Insurance Company Director and Executive Vice President - Finance IDS Life Insurance Company Vice President - Finance New York IDS Partnership Director Services Corporation IDS Property Casualty Director Insurance Company IDS Realty Corporation Director William F. "Ted" Truscott Advisory Capital Strategies Director Senior Vice President - Group Inc. Chief Investment Officer American Express Asset Director and Chairman of the Board, Management Group Inc. Chief Investment Officer American Express Asset Director Management International Inc. American Express Financial Senior Vice President - Advisors Inc. Chief Investment Officer IDS Capital Holdings Inc. Director and President Kenwood Capital Management LLC Manager George F. Tsafaridis American Express Vice President - Quality & Service Support Vice President - Financial Advisors Inc. Quality & Service Support Peter S. Velardi American Express Senior Vice President - Field Management Senior Vice President - Financial Advisors Inc. Field Management Andrew O. Washburn American Express Vice President - Mutual Fund Marketing Vice President - Financial Advisors Inc. Mutual Fund Marketing Beth E. Weimer American Express Financial Vice President - Chief Compliance Officer Vice President Advisors Inc. Chief Compliance Officer American Enterprise Chief Compliance Officer Investment Services Inc. American Express Asset Chief Compliance Officer Management Group Inc. American Express Asset Chief Compliance Officer Management International Inc. IDS Life Insurance Company Chief Compliance Officer Jeffery A. Williams American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Cross-Sell/Strategic Cross-Sell/Strategic Management Management William J. Williams American Express Senior Vice President - Field Management Senior Vice President - Financial Advisors Inc. Field Management Dianne L. Wilson American Express Vice President - Insurance Operations Vice President - Financial Advisors Inc. Insurance Operations Amex Assurance Company Director and Senior Vice President 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 Property Casualty Company Director and Senior Vice President Michael D. Wolf American Express Asset Executive Vice President Vice President - Senior Management Group Inc. Portfolio Manager American Express Financial Vice President - Senior Advisors Inc. Portfolio Manager Michael R. Woodward American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Field Management Field Management American Centurion Life 20 Madison Ave. Extension Director Assurance Company Albany, NY 12205-0555 IDS Life Insurance Company P.O. Box 5144 Director of New York Albany, NY 12205 David L. Yowan American Enterprise 829 AXP Financial Center Treasurer Vice President and Corporate REO 1, LLC Minneapolis, MN 55474 Treasurer American Express Personal Treasurer Trust Services, FSB American Express Property Treasurer Casualty Insurance Agency of Kentucky Inc. Investors Syndicate Vice President and Development Corporation Treasurer Kenwood Capital Management LLC Treasurer * Unless otherwise noted, address is 70100 AXP Financial Center, Minneapolis, MN 55474.
Item 27. Principal Underwriters. (a) American Express Financial Advisors acts as principal underwriter for the following investment companies: AXP California Tax-Exempt Trust; AXP Dimensions Series, Inc.; AXP Discovery Series, Inc.; AXP Equity Series, Inc.; AXP Fixed Income Series, Inc.; AXP Global Series, Inc.; AXP Government Income Series, Inc.; AXP Growth Series, Inc.; AXP High Yield Income Series, Inc.; AXP High Yield Tax-Exempt Series, Inc.; AXP Income Series, Inc.; AXP International Series, Inc.; AXP Investment Series, Inc.; AXP Managed Series, Inc.; AXP Market Advantage Series, Inc.; AXP Money Market Series, Inc.; AXP Partners Series, Inc.; AXP Partners International Series, Inc.; AXP Progressive Series, Inc.; AXP Sector Series, Inc.; AXP Selected Series, Inc.; AXP Special Tax-Exempt Series Trust; AXP Stock Series, Inc.; AXP Strategy Series, Inc.; AXP Tax-Exempt Series, Inc.; AXP Tax-Free Money Series, Inc.; Growth Trust; Growth and Income Trust; Income Trust; Tax-Free Income Trust; World Trust; American Express Certificate Company. (b) As to each director, officer or partner of the principal underwriter: Name and Principal Position and Offices with Offices with Registrant Business Address* Underwriter Ruediger Adolf Senior Vice President None Gumer C. Alvero Vice President - General None Manager Annuities Ward D. Armstrong Senior Vice President - None Retirement Services and Asset Management John M. Baker Vice President - Plan None Sponsor Services Dudley Barksdale Vice President - Service None Development Timothy V. Bechtold Vice President - None Insurance Products Arthur H. Berman Senior Vice President - Chief None Financial Officer - Finance Walter S. Berman Director, Senior Vice President - None and Treasurer Robert C. Bloomer Vice President - Technologies III None Leslie H. Bodell Vice President - Technologies I None Rob Bohli Group Vice President - None 10375 Richmond Avenue #600 South Texas Houston, TX 77042 Walter K. Booker Group Vice President - None 61 South Paramus Road New Jersey Mack-Cali Office Center IV, 3rd Floor Paramus, NJ 07652 Bruce J. Bordelon Group Vice President - None 1333 N. California Blvd., Northern California Suite 200 Walnut Creek, CA 94596 Kenneth J. Ciak Vice President and None IDS Property Casualty General Manager - IDS 1400 Lombardi Avenue Property Casualty Green Bay, WI 54304 Paul A. Connolly Vice President - Relationship None Leader Retail Distribution Services James M. Cracchiolo Director, Chairman, President and None Chief Executive Officer Colleen Curran Vice President and None Assistant General Counsel Luz Maria Davis Vice President - AEFA None Communications Arthur E. DeLorenzo Group Vice President - None 4 Atrium Drive, #100 Upstate New York/Vermont Albany, NY 12205 Scott M. DiGiammarino Group Vice President - None Suite 500, 8045 Leesburg Washington D.C./Baltimore Pike Vienna, VA 22182 Kenneth Dykman Group Vice President - None 6000 28th Street South East Greater Michigan Suite 200 Grand Rapids, MI 49546 Bradford L. Drew Group Vice President - None 1000 S. Pine Island Road Southern Florida Suite 510 Plantation, FL 33324 William V. Elliot Vice President - Financial None Planning and Advice Benjamin R. Field Vice President - Finanace None Education and Planning Services Gordon M. Fines Vice President - Senior None Portfolio Manager I Giunero Floro Vice President - Creative None Services Terrence J. Flynn Vice President - Brokerage None Clearing Operations Jeffrey P. Fox Vice President - Investment Treasurer Accounting Barbara H. Fraser Executive Vice President - None AEFA Products and Corporate Marketing Peter A. Gallus Vice President - None Investment Administration Gary W. Gassmann Group Vice President - None 2677 Central Park Boulevard Detroit Metro Suite 350 Southfield, MN 48076 Steven Guida Vice President - None New Business and Service Teresa A. Hanratty Senior Vice President - None Suites 6&7 Field Management 169 South River Road Bedford, NH 03110 Lorraine R. Hart Vice President - Investments None Administration Officer Janis K. Heaney Vice President - None Incentive Management Brian M. Heath Senior Vice President None Suite 150 and General Sales Manager 801 E. Campbell Road Richardson, TX 75081 Henry Heitman Vice President - Brokerage None Product Development Jon E. Hjelm Group Vice President - None 655 Metro Place South Ohio Valley Suite 570 Dublin, OH 43017 David X. Hockenberry Group Vice President - None 830 Crescent Centre Drive Mid South Suite 490 Franklin, TN 37067-7217 Carol A. Holton Vice President - Third None Party Distribution Debra A. Hutchinson Vice President - Technologies I None Diana R. Iannarone Group Vice President - None 3030 N.W. Expressway Great Plains Suite 900 Oklahoma City, OK 73112 Theodore M. Jenkin Group Vice President - None 6000 Freedom Square Drive Steel Cities Suite 300 Cleveland, OH 44131 James M. Jensen Vice President - None Advice and Retail Distribution Group Product, Compensation and Field Administration Jody M. Johnson Group Vice President - None Twin Cities Metro Nancy Jones Vice President - Interactive None Business Development William A. Jones Vice President - Technologies III None John C. Junek Senior Vice President, None General Counsel Ora J. Kaine Vice President - None Retail Distribution Services and Chief of Staff Theresa Kaminski Vice President - Compliance None Michelle M. Keeley Senior Vice President - None Fixed Income Raymond G. Kelly Group Vice President - None Suite 250 Northern Texas 801 East Campbell Road Richardson, TX 75081 Claire Kolmodin Vice President - Strategic None Initiatives Christopher J. Kopka Money Laundering Prevention Non Officer Mitre Kutanovski Group Vice President - None 125 South Wacker Drive Chicago Metro Suite 1550 Chicago, IL 60606 Lori J. Larson Vice President - None Brokerage and Direct Services Daniel E. Laufenberg Vice President and Chief None U.S. Economist Jane W. Lee Vice President and General None Manager Platinum Financial Services Catherine M. Libbe Vice President - Marketing None & Product Services Diane D. Lyngstad Vice President - Lead Financial None Officer, U.S. Retail Group Thomas A. Mahowald Vice President and Director of None Equity Research Timothy J. Masek Vice President and None Director of Fixed Income Research Mark T. McGannon Vice President and General None Sales Manager - Products Brian J. McGrane Vice President - LFO Finance None Dean O. McGill Group Vice President - None 11835 W. Olympic Blvd Los Angeles Metro Suite 900 East Los Angeles, CA 90064 Sarah M. McKenzie Vice President - Managed and None Brokerage Products Timothy S. Meehan Secretary None Penny Meier Vice President - Business None Transformation/Six Sigma Paula R. Meyer Senior Vice President and President General Manager - Mutual Funds Barry J. Murphy Executive Vice President - None U.S. Retail Group Rebecca Nash Vice President - Service Non Operations Balakrish R. Natarnjan Vice President - Finance None Thomas V. Nicolosi Group Vice President - None Suite 220 New York Metro Area 500 Mamaroneck Ave. Harrison, NY 10528 Patrick H. O'Connell Group Vice President - None Commerce Center One Southern New England 333 East River Hartford, CT 06108-4200 Francois B. Odouard Vice President - Brokerage None Michael J. O'Keefe Vice President - None Advisory Business Systems Kristi L. Petersen Vice President - SPS and None External Products John G. Poole Group Vice President - None 14755 North Outer Forty Road Gateway/Springfield Suite 500 Chesterfield, MO 63017 Larry M. Post Group Vice President - None 2 Constitution Plaza New England Charlestown, MA 02129 Ronald W. Powell Vice President and None Assistant General Counsel Teresa J. Rasmussen Vice President and None Assistant General Counsel Ralph D. Richardson III Group Vice President - None Suite 800 Carolinas Arboretum Plaza One 9442 Capital of Texas Hyw. N. Austin, TX 78759 Mark Riordan Vice President - Finance None Emerging Technologies Daniel J. Rivera Vice President - Senior None Portfolio Manager II ReBecca K. Roloff Senior Vice President - None Field Management and Financial Advisory Services Stephen W. Roszell Senior Vice President - Board member and Institutional Group Vice President Maximillian G. Roth Group Vice President - None 1400 Lombardi Avenue Wisconsin/Upper Michigan Suite 202 Green Bay, WI 54304 Russell L. Scalfano Group Vice President - None Suite 201 Illinois/Indiana/Kentucky 101 Plaza East Blvd. Evansville, IN 47715 Andrew C. Schell Vice President - Client Development None and Migration Peter B. Schofield Vice President - Auditing None Gary A. Scott Vice President - Client None Acquisition Marketing Jacqueline M. Sinjem Vice President - Plan None Sponsor Services Albert L. Soule Group Vice President - None 6925 Union Park Center Western Frontier Suite 200 Midvale, UT 84047 Bridget Sperl Senior Vice President - None Client Service Organization Paul J. Stanislaw Group Vice President - None Suite 1100 Southern California/Hawaii Two Park Plaza Irvine, CA 92614 Lisa A. Steffes Vice President - None Marketing Offer Development David K. Stewart Vice President - AEFA Controller None Caroline Stockdale-Boon Senior Vice President - None Human Resources Jeffrey J. Stremcha Technologies I None John T. Sweeney Vice President - Lead Financial None Officer, Products Group Craig P. Taucher Group Vice President - None Suite 150 Georgia/North Florida 4190 Belfort Rd. Jackonville, FL 32216 Neil G. Taylor Group Vice President - None 188 106th Avenue NE Pacific Northwest Suite 640 Bellevue, WA 98004-5902 William F. "Ted" Truscott Senior Vice President - Board member and Chief Investment Officer Vice President George F. Tsafaridis Vice President - Quality & None Service Support Janet M. Vandenbark Group Vice President - None 3951 Westerre Parkway, Suite 250 Virginia Richmond, VA 23233 Peter S. Velardi Senior Vice President - None Field Management Andrew O. Washburn Vice President - None Mutual Fund Marketing Donald F. Weaver Group Vice President - None 3500 Market Street, Eastern Pennsylvania/ Suite 200 Delaware Camp Hill, PA 17011 Beth E. Weimer Vice President and None Chief Compliance Officer Jeffrey A. Williams Senior Vice President - None Cross-Sell/Strategic Management William J. Williams Senior Vice President - None Field Management Dianne L. Wilson Vice President - Insurance None Operations Michael D. Wolf Vice President - Senior None Portfolio Manager Michael R. Woodward Senior Vice President - None 32 Ellicott St Field Management Suite 100 Batavia, NY 14020
* Business address is: 70100 AXP Financial Center, Minneapolis, MN 55474 unless otherwise noted. Item 27 (c). Not Applicable. Item 28. Location of Accounts and Records American Express Financial Corporation 70100 AXP Financial Center Minneapolis, MN 55474 Item 29. Management Services Not Applicable. Item 30. Undertakings Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, AXP Government Income Series, Inc., certifies that it meets all of the requirements for effectiveness under Rule 485(b) under the Securities Act and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis and the State of Minnesota on the 12th day of December, 2003. AXP GOVERNMENT INCOME SERIES, INC. By /s/ Paula R. Meyer ---------------------- Paula R. Meyer, President By /s/ Jeffrey P. Fox ---------------------- Jeffrey P. Fox, Treasurer Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 12th day of December, 2003. Signature Capacity /s/ Arne H. Carlson* Chair of the Board - --------------------- Arne H. Carlson Director - --------------------------- Philip J. Carroll, Jr. /s/ Livio D. DeSimone* Director - ----------------------- Livio D. DeSimone /s/ Barbara H. Fraser* Director - ------------------------ Barbara H. Fraser /s/ Heinz F. Hutter* Director - ---------------------- Heinz F. Hutter /s/ Anne P. Jones* Director - ------------------- Anne P. Jones /s/ Stephen R. Lewis, Jr.* Director - ----------------------------- Stephen R. Lewis, Jr. Signature Capacity /s/ Alan G. Quasha* - ---------------------- Director Alan G. Quasha /s/ Stephen W. Roszell* Director - ------------------------- Stephen W. Roszell /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 Jan. 8, 2003, filed electronically as Exhibit (q)(1) to Registrant's Post-Effective Amendment No. 36 is incorporated by reference, by: /s/ Leslie L. Ogg - --------------------- Leslie L. Ogg SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, INCOME TRUST, consents to the filing of this amendment to the registration statement of AXP Government Income Series, Inc. signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis and the State of Minnesota on the 12th day of December, 2003. INCOME TRUST By /s/ Paula R. Meyer ---------------------- Paula R. Meyer, President By /s/ Jeffrey P. Fox ---------------------- Jeffrey P. Fox, Treasurer Pursuant to the Requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 12th day of December, 2003. Signature Capacity /s/ Arne H. Carlson** Chair of the Board - --------------------- Arne H. Carlson Trustee - -------------------------- Philip J. Carroll, Jr. /s/ Livio D. DeSimone** Trustee - ----------------------- Livio D. DeSimone /s/ Barbara H. Fraser** Trustee - ------------------------ Barbara H. Fraser /s/ Heinz F. Hutter** Trustee - ---------------------- Heinz F. Hutter /s/ Anne P. Jones** Trustee - ------------------- Anne P. Jones /s/ Stephen R. Lewis, Jr.** Trustee - ----------------------------- Stephen R. Lewis, Jr. /s/ Alan G. Quasha** Trustee - ---------------------- Alan G. Quasha Signature Capacity /s/ Stephen W. Roszell** Trustee - ------------------------- Stephen W. Roszell /s/ Alan K. Simpson** Trustee - --------------------- Alan K. Simpson /s/ Alison Taunton-Rigby** Trustee - --------------------------- Alison Taunton-Rigby /s/ William F. Truscott** Trustee - ------------------------- William F. Truscott ** Signed pursuant to Trustees' Power of Attorney, dated Jan. 8, 2003, filed electronically as Exhibit (q)(4) to Registrant's Post-Effective Amendment No. 36 is incorporated by reference, by: /s/ Leslie L. Ogg - --------------------- Leslie L. Ogg CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 38 TO REGISTRATION STATEMENT NO. 2-96512 This Post-Effective Amendment contains the following papers and documents: The facing sheet. Part A and Part B. Class I Supplements for AXP Short Duration U.S. Government Fund and AXP U.S. Government Mortgage Fund prospectuses and Statements of Additional Information. Part C. Other information. The signatures. Exhibits. EX-99 3 exindex.txt EXHIBIT INDEX EXHIBIT INDEX (i) Opinion and consent of counsel as to the legality of the securities being registered. (j) Independent Auditors' Consent. EX-99.I OPIN COUNSEL 4 i-opin.txt OPINION AND CONSENT OF COUNSEL December 12, 2003 AXP Government Income Series, Inc. 200 AXP Financial Center Minneapolis, Minnesota 55474 Gentlemen: I have examined the Articles of Incorporation and the By-Laws of AXP Government Income Series, Inc. (the Company) and all necessary certificates, permits, minute books, documents and records of the Company, and the applicable statutes of the State of Minnesota, and it is my opinion that the shares sold in accordance with applicable federal and state securities laws will be legally issued, fully paid, and nonassessable. This opinion may be used in connection with the Post-Effective Amendment. Sincerely, /s/ Leslie L. Ogg - ----------------- Leslie L. Ogg Attorney at Law 901 S. Marquette Ave., Suite 2810 Minneapolis, Minnesota 55402-3268 EX-99.J AUD CONSENT 5 j-audcon.txt INDEPENDENT AUDITORS' CONSENT Independent auditors' consent - ---------------------------------------------------------------------- The board and shareholders AXP Government Income Series, Inc.: AXP Short Duration U.S. Government Fund AXP U.S. Government Mortgage Fund We consent to the use of our reports and to the references to our Firm under the headings "Financial Highlights" in Part A and "Independent Auditors" in Part B of the Registration Statement incorporated herein by reference. /s/ KPMG LLP - -------------- KPMG LLP Minneapolis, Minnesota December 12, 2003 -----END PRIVACY-ENHANCED MESSAGE-----