IDS HIGH YIELD TAX EXEMPT FUND INC /MN/
485BPOS, 1999-01-27
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                       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.  37   (File No. 2-63552)               [x]
                             ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [ ]

Amendment No.  38  (File No. 811-2901)                              [x]
              ----


IDS HIGH YIELD TAX-EXEMPT FUND, INC.
IDS Tower 10
Minneapolis, MN  55440-0010

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 (check appropriate box) 
[ ] immediately  upon filing pursuant to paragraph (b) 
[x] on January 29, 1999 pursuant to  paragraph  (b) 
[ ] 60 days after  filing  pursuant to paragraph (a)(1) 
[ ] on (date)  pursuant to paragraph  (a)(1) 
[ ] 75 days after filing pursuant to paragraph  (a)(2) 
[ ] on (date) pursuant to paragraph  (a)(2) of rule 485.

If appropriate, check the following box:

[ ] This Post-Effective  Amendment  designates a new effective date for a
    previously filed Post-Effective Amendment.

Tax-Free  Income Trust also has  executed  this  Amendment  to the  Registration
Statement.

<PAGE>

IDS High Yield Tax-Exempt Fund
Prospectus Jan. 29, 1999

IDS High Yield Tax-Exempt Fund seeks to provide  shareholders  with a high yield
generally exempt from federal income taxes.
Please note that this Fund:
o  is not a bank deposit
o  is not federally insured
o  is not endorsed by any bank or government agency
o  is not guaranteed to achieve its goal
Like all mutual funds,  the Securities and Exchange  Commission has not approved
or disapproved  these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

AMERICAN
EXPRESS
Financial 
Advisors

<PAGE>

Table of Contents

   
TAKE A CLOSER LOOK AT:
The Fund                               3p
Goal                                   3p
Investment Strategy                    3p
Risks                                  4p
Past Performance                       6p
Fees and Expenses                      8p
Management                             9p
Buying and Selling Shares              9p
Valuing Fund Shares                    9p
Investment Options                    10p
Purchasing Shares                     11p
Sales Charges                         14p
Exchanging/Selling Shares             18p
Distributions and Taxes               22p
Personalized Shareholder Information  24p
Master/Feeder Structure               25p
About the Company                     26p
Quick Telephone Reference             28p
Financial Highlights                  29p
Appendix                              31p
    


                              FUND INFORMATION KEY

           Goal and Investment Strategy
           The Fund's  particular  investment goal and the strategies it intends
           to use in pursuing its goal.

           Risks
           The major risk factors associated with the Fund.

           Fees and Expenses
           The overall  costs  incurred  by an  investor in the Fund,  including
           sales charges and annual expenses.

           Management
           The  individual  or group  designated  by the  investment  manager to
           handle the Fund's day-to-day management.

           Master/Feeder Structure 
           Describes the Fund's investment structure.

           Financial Highlights
           Tables showing the Fund's financial performance.

<PAGE>

The Fund

Goal
IDS High Yield Tax-Exempt Fund (the Fund) seeks to provide  shareholders  with a
high yield  generally  exempt from federal income taxes.  Because any investment
involves risk, achieving this goal cannot be guaranteed.


   
Investment Strategy
The Fund's assets primarily are invested in medium and lower quality bonds (junk
bonds) and other debt obligations. Under normal market conditions, the Fund will
invest at least 80% of its net  assets  in bonds and in other  debt  obligations
issued by or on behalf of state or local  governmental  units whose  interest is
exempt from  federal  income tax and is not subject to the  alternative  minimum
tax.  However,  the  Fund  may  invest  up to 20%  of its  net  assets  in  debt
obligations the interest from which is subject to the alternative minimum tax.
    

The  selection  of  municipal  obligations  that are  tax-exempt  is the primary
decision in building the investment portfolio.

American Express Financial  Corporation  (AEFC), the Fund's investment  manager,
chooses  investments  by: 

o  Considering  opportunities and risks in municipal obligations given current
   and expected interest rates.

o  Identifying municipal obligations that:
   -- are medium or lower quality,
   -- have similar qualities,  in AEFC's opinion, even though they are not rated
      or have been  given a lower  rating  by a rating  agency,  
   -- have  long-term maturities  with  higher  yields,  
   -- have  characteristics  (coupon,  call, maturity, etc.) that fit our 
      investment strategy at the time of purchase.
o  Identifying investments that contribute to portfolio diversification.

<PAGE>

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

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

The Fund also may invest in derivative instruments,  money market securities and
other short-term tax-exempt securities, and other instruments.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities  or certain  taxable  investments.  Although  the Fund
primarily  will  invest  in these  securities  to  avoid  losses,  this  type of
investing also could reduce the benefit from any improvement in the market. AEFC
may make  frequent  securities  trades  that  could  result in  increased  fees,
expenses, and taxes.

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


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

   Market Risk             
   Interest Rate Risk        
   Credit Risk
       

Market Risk

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

<PAGE>

Interest Rate Risk

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

Credit Risk

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

<PAGE>

Past Performance

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

   
o    how the Fund's  performance has varied for each full calendar year shown on
     the charts below, and
    

o    how the Fund's average annual total returns compare to a recognized index.

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


 Class A Performance (based on calendar years)



   
+11.39%  +5.10%  +12.02%  +8.70%  +9.73%  -5.07%  +17.39%  +2.71%  +9.37% +5.44%
1989     1990    1991     1992    1993    1994    1995     1996    1997   1998


During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter  was +6.69%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -4.91% (quarter ending March 1994).
    

The 5% sales charge applicable to Class A shares of the Fund is not reflected in
the bar chart;  if  reflected,  returns  would be lower than  those  shown.  The
performance  of Class B and Class Y may vary from that  shown  above  because of
differences in sales charges and fees.

   
The Fund's year to date return as of Dec. 31, 1998 was +5.44%.
    

<PAGE>
<TABLE>
<CAPTION>

            Average Annual Total Returns ( as of Dec. 31, 1998)

   
                        1 year    Since inception (B&Y)   5 years         10 years (A)
<S>                     <C>                 <C>          <C>              <C>
==========================================================================================================
 High Yield:
==========================================================================================================
   Class A              +0.16%              --           +4.63%                 +6.97%
==========================================================================================================
   Class B              +0.68%                +6.02%a       --                  --
   Class Y              +5.54%                +7.46%a       --                  --
==========================================================================================================
 Lehman Brothers
==========================================================================================================
   Municipal Bond Index +6.48%                +7.40%b    +5.84%                 +8.01%
    

</TABLE>

a Inception date was March 20, 1995.
b Measurement period started April 1, 1995.

This table shows total returns from hypothetical investments in Class A, Class B
and Class Y shares of the Fund.  These  returns are  compared to the index shown
for the same  periods.  The  performance  of Classes A, B and Y vary  because of
differences  in sales  charges and fees.  Past  performance  for Class Y for the
periods prior to March 20, 1995 may be calculated  based on the  performance  of
Class A,  adjusted to reflect  differences  in sales  charges,  although not for
other differences in expenses.

   
For purposes of this calculation we assumed:
o  a sales charge of 5% for Class A shares,
o  sales at the end of the period and deduction of the applicable contingent
   deferred sales charge (CDSC)for Class B shares,
o  no sales charge for Class Y shares,
o  conversion  of Class B shares to Class A shares in the ninth calendar year of
   ownership,  and 
o  no adjustments for taxes paid by an investor on the reinvested income and 
   capital gains.
    

Lehman  Brothers  Municipal  Bond  Index  is an  unmanaged  index  made  up of a
representative  list of general  obligation,  revenue,  insured and pre-refunded
bonds.  The index is frequently  used as a general  measure of  tax-exempt  bond
market performance.  However, the securities used to create the index may not be
representative of the bonds held by the Fund. The index reflects reinvestment of
all  distributions  and  changes  in  market  prices,   but  excludes  brokerage
commissions or other fees.
       

<PAGE>
           
Fees and Expenses

Fund  investors  pay various  expenses.  The table below  describes the fees and
expenses that you may pay if you buy and hold shares of the Fund.

<TABLE>
<CAPTION>

==========================================================================================================
 Shareholder Fees (fees paid directly from your investment)
                                                           Class A           Class B           Class Y
<S>                                                        <C>               <C>               <C>
Maximum sales charge (load) imposed on purchasesa
(as a percentage of offering price)                           5%              none               none
- ----------------------------------------------------------------------------------------------------------

Maximum deferred sales charge (load) imposed on sales 
(as a percentage of offering price at time of purchase)      none              5%                none


   
==========================================================================================================
 Annual Fund operating expensesb (expenses that are deducted from Fund assets)
As a percentage of average daily net assets:               Class A           Class B    Class Y
==========================================================================================================
 Management fees                                             0.44%            0.44%             0.44%
 Distribution (12b-1) fees                                   0.00%            0.75%             0.00%
 Other expensesc                                             0.26%            0.26%             0.18%
 Total                                                       0.70%            1.45%             0.62%
</TABLE>
    

a    This  charge may be reduced  depending  on your  total  investments  in IDS
     funds. See "Sales Charges."
b    Both in this  table  and the  following  example  fund  operating  expenses
     include  expenses  charged  by both the Fund and its  Master  Portfolio  as
     described under "Management".
c    Other  expenses  include an  administrative  services  fee,  a  shareholder
     services fee, a transfer agency fee and other nonadvisory expenses.

<PAGE>

Example

This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual funds.

Assume you invest $10,000 and the Fund earns a 5% annual  return.  The operating
expenses remain the same each year. If you hold your shares until the end of the
years shown, your costs would be:

   
               1 year           3 years           5 years          10 years
 Class Aa       $568              $713              $871           $1,331
 Class Bb       $648              $859              $993           $1,535d
 Class Bc       $148              $459              $793           $1,535d
 Class Y        $ 63              $199              $346           $  778
    

a    Includes a 5% sales charge.
b    Assumes you sold your Class B shares at the end of the period and  incurred
     the applicable CDSC.
c    Assumes you did not sell your Class B shares at the end of the period.
d    Based on  conversion  of Class B shares to Class A shares in the ninth year
     of ownership.

This example does not represent actual expenses, past or future. Actual expenses
may be higher or lower than those shown.

Management
The Fund's assets are invested in Tax-Free High Yield Portfolio (the Portfolio),
which is managed by AEFC.  Kurt  Larson,  vice  president  and senior  portfolio
manager, joined AEFC in 1961. He has managed the assets of the Fund since 1979.

Buying and Selling Shares

Valuing Fund Shares
The public  offering price for Class A is the net asset value (NAV) adjusted for
the sales charge. For Class B and Class Y, it is the NAV.

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

<PAGE>

The  Fund's  investments  are  valued  based on market  value,  or where  market
quotations are not readily  available,  on methods selected in good faith by the
board. Please see the SAI for further information.


Investment Options

1.  Class A shares  are sold to the  public  with a sales  charge at the time of
purchase.

2. Class B shares are sold to the public with a CDSC and an annual  distribution
(12b-1) fee.

3. Class Y shares are sold to qualifying institutional investors without a sales
charge or distribution fee. Please see the SAI for information on eligibility to
purchase Class Y shares.


Investment options summary:

Class A               Maximum sales charge of 5%

                      Initial sales charge waived or reduced for certain 
                      purchases

                      No annual distribution fee

                      Service fee of 0.175% of average daily net assets

                      Lower annual expenses than Class B shares

Class B               No initial sales charge

                      CDSC on shares sold in the first six years (maximum of 5%
                      in first year, reduced to 0% after year six)

                      CDSC waived in certain circumstances

                      Shares convert to Class A in ninth year of ownership

                      Annual distribution fee of 0.75% of average daily net
                      assets*

                      Service fee of 0.175% of average daily net assets

                      Higher annual expenses than Class A shares

Class Y               No initial sales charge

                      No annual distribution fee

                      Service fee of 0.10% of average daily net assets

                      Available only to certain qualifying institutional
                      investors

*    The Fund has adopted a plan under Rule 12b-1 of the Investment  Company Act
     of 1940  that  allows it to pay  distribution  fees for the sale of Class B
     shares. Because these fees are paid out of the Fund's assets on an on-going
     basis, long-term shareholders of Class B shares may end up paying more than
     the 6.25% sales charge permitted by the National  Association of Securities
     Dealers.

<PAGE>


Should you purchase Class A or Class B shares?

If your  investments in IDS funds total $250,000 or more,  Class A shares may be
the better  option.  If you  qualify for a waiver of the sales  charge,  Class A
shares will be the best option.

If you  invest  less  than  $250,000,  consider  how long you plan to hold  your
shares. Class B shares have an additional annual distribution fee of 0.75% and a
CDSC for six years.  To help you  determine  what is best for you,  consult your
financial advisor.

Class B  shares  convert  to  Class  A  shares  in the  ninth  calendar  year of
ownership.   Class  B  shares  purchased   through   reinvested   dividends  and
distributions  also will convert to Class A shares in the same proportion as the
other Class B shares.


Purchasing Shares
If you do not have a  mutual  fund  account,  you need to  establish  one.  Your
financial  advisor will help you fill out and submit an  application.  Once your
account is set up, you can choose among several convenient ways to invest.

When you  purchase  shares  for a new or  existing  account,  your order will be
priced at the next NAV  calculated  after your order is accepted by the Fund. If
your application  does not specify which class of shares you are purchasing,  we
will assume you are investing in Class A shares.

Important:  When you open an account,  you must provide  your  correct  Taxpayer
Identification  Number (TIN),  which is either your Social  Security or Employer
Identification number.

If you  do not  provide  the  correct  TIN,  you  could  be  subject  to  backup
withholding of 31% of taxable  distributions and proceeds from certain sales and
exchanges.  You also could be subject  to  further  penalties,  such as: 

o    a $50 penalty for each failure to supply your correct TIN,

o    a civil  penalty of $500 if you make a false  statement  that results in no
     backup withholding, and

o    criminal penalties for falsifying information.

You also  could be subject to backup  withholding  because  you failed to report
required interest or dividends on your tax return.

<PAGE>
<TABLE>
<CAPTION>

How to determine the correct TIN

For this type of account:               Use the Social Security or Employer Identification number of:
<S>                                     <C>
Individual or joint account             The individual or one of the individuals listed on the joint account

Custodian account of a minor            The minor
(Uniform Gifts/Transfers to Minors Act)

A living  trust                         The  grantor-trustee  (the  person  who puts the money  into the trust)

An irrevocable trust, pension trust     The legal entity (not the personal representative  or trustee,  unless no legal entity is
or estate title)                        designated in the account

Sole proprietorship                     The owner

Partnership                             The partnership

Corporate                               The corporation

Association, club or tax-exempt         The organization
organization         
</TABLE>

For details on TIN  requirements,  ask your  financial  advisor or contact  your
local American Express Financial  Advisors office for federal Form W-9, "Request
for Taxpayer Identification Number and Certification."

Three ways to invest

1 By mail:
Once your account has been established,  send your check with the account number
on it to:

American Express Financial Advisors Inc.
P.O. Box 74
Minneapolis, MN 55440-0074

Minimum amounts
Initial investment:        $2,000
Additional investments:      $100
Account balances:            $300

If your account  balance  falls below $300,  you will be asked to increase it to
$300 or  establish a scheduled  investment  plan.  If you do not do so within 30
days, your shares can be sold and the proceeds mailed to you.

<PAGE>

2 By scheduled investment plan:

Contact your financial advisor to set up one of the following scheduled plans:

o    automatic payroll deduction,

o    bank authorization,

o    direct deposit of Social Security check, or

o    other plan approved by the Fund.

Minimum amounts
Initial investment:        $100

Additional investments:    $100/mo.

Account balances:          none (on active plans of monthly payments)

If your account falls below $2,000, you must make payments at least monthly.

3 By wire or electronic funds transfer: If you have an established account, you
may wire money to:

Norwest Bank Minnesota
Routing Transit No. 091000019
Give these  instructions:Credit  American  Express  Financial  Advisors  Account
#0000030015 for personal account # (your account number) for (your name).

If this  information is not included,  the order may be rejected,  and all money
received by the Fund, less any costs the Fund or American Express Client Service
Corporation (AECSC) incurs, will be returned promptly.

Minimum amounts

Each wire investment: $1,000

If you are in a wrap fee program  sponsored by AEFA and your balance falls below
the required program minimum or your program is terminated,  your shares will be
sold and the proceeds will be mailed to you.

<PAGE>

Sales Charges

Class A -- initial sales charge alternative
When you purchase Class A shares, you pay a 5% sales charge on the first $50,000
of your total investment and less on investments after the first $50,000:

 Total investment                   Sales charge as percentage of:a
                         Public offering priceb          Net amount invested
 Up to $50,000                    5.0%                          5.26%
 Next $50,000                     4.5                           4.71
 Next $400,000                    3.8                           3.95
 Next $500,000                    2.0                           2.04
 $1,000,000 or more               0.0                           0.00

a    To calculate the actual sales charge on an investment  greater than $50,000
     and less than $1,000,000, you must total the amounts of all increments that
     apply.
b    Offering price includes a 5% sales charge.

The sales charge on Class A shares may be lower than 5%,  depending on the total
amount: 

o    you now are investing in this Fund,

o    you have previously invested in this Fund, or

o    you and your primary  household  group are  investing  or have  invested in
     other  funds in the IDS MUTUAL  FUND GROUP that have a sales  charge.  (The
     primary  household  group consists of accounts in any ownership for spouses
     or  domestic  partners  and their  unmarried  children  under 21.  Domestic
     partners are individuals  who maintain a shared primary  residence and have
     joint property or other  insurable  interests.) IDS Tax-Free Money Fund and
     Class A shares of IDS Cash Management Fund do not have sales charges.

Other Class A sales charge policies:

o    IRA  purchases  or other  employee  benefit plan  purchases  made through a
     payroll  deduction  plan  or  through  a  plan  sponsored  by an  employer,
     association of employers, employee organization or other similar group, may
     be added together to reduce sales charges for all shares purchased  through
     that plan,  and 

o    if you  intend to invest $1  million  over a period of 13  months,  you can
     reduce the sales charges in Class A by filing a letter of intent.  For more
     details, please see the SAI.

<PAGE>

Waivers of the sales charge for Class A shares

Sales charges do not apply to:

o    current or retired board members, officers or employees of the Fund or AEFC
     or its subsidiaries, their spouses, and unmarried children under 21.

o    current or retired American Express financial advisors,  their spouses, and
     unmarried children under 21.

o    investors  who  have  a  business  relationship  with  a  newly  associated
     financial  advisor who joined AEFA from another  investment  firm  provided
     that  (1)  the  purchase  is  made  within  six  months  of  the  advisor's
     appointment  date with AEFA,  (2) the  purchase  is made with  proceeds  of
     shares  sold  that  were  sponsored  by the  financial  advisor's  previous
     broker-dealer, and (3) the proceeds are the result of a sale of an equal or
     greater value where a sales load was assessed.

o    qualified  employee  benefit  plans  using a daily  transfer  recordkeeping
     system offering  participants  daily access to funds of the IDS MUTUAL FUND
     GROUP.  Eligibility  must be determined in advance by AEFA. For assistance,
     please contact your financial  advisor.  (Participants in certain qualified
     plans where the initial sales charge is waived may be subject to a deferred
     sales charge of up to 4%.)

o    shareholders  who  have at least $1  million  invested  in funds of the IDS
     MUTUAL  FUND  GROUP.  If the  investment  is sold in the first  year  after
     purchase, a CDSC of 1% will be charged. The CDSC will be waived only in the
     circumstances described for waivers for Class B shares.

o    purchases  made  within 30 days  after a sale of shares  (up to the  amount
     sold):

     --   of a product  distributed  by AEFA in a  qualified  plan  subject to a
          deferred sales charge, or

     --   in a qualified  plan or account where  American  Express Trust Company
          has a recordkeeping,  trustee,  investment  management,  or investment
          servicing relationship.

Send the Fund a written request along with your payment, indicating the date and
the amount of the sale.

<PAGE>

o    purchases made:

     --   with dividend or capital gain distributions from this Fund or from the
          same  class of another  fund in the IDS  MUTUAL  FUND GROUP that has a
          sales charge,

     --   through or under a wrap fee product sponsored by AEFA,

     --   within the University of Texas System ORP,

     --   within a  segregated  separate  account  offered  by  Nationwide  Life
          Insurance Company or Nationwide Life and Annuity Insurance Company,

     --   within the University of Massachusetts After-Tax Savings Program,

     --   with  the  proceeds  from  IDS  Life  Real  Estate  Variable   Annuity
          surrenders, or

     --   through  or  under  a  subsidiary  of  AEFC  offering  Personal  Trust
          Services' Asset-Based pricing alternative.

Class B -- contingent deferred sales charge (CDSC) alternative
A CDSC is based on the sale amount and the number of calendar years -- including
the year of purchase -- between purchase and sale. The following table shows how
CDSC percentages on sales decline after a purchase:

             If the sale is made during the:     The CDSC percentage rate is:
                        First year                            5%
                        Second year                           4%
                        Third year                            4%
                        Fourth year                           3%
                        Fifth year                            2%
                        Sixth year                            1%
                        Seventh year                          0%

If the amount you are  selling  causes the value of your  investment  in Class B
shares to fall below the cost of the shares you have  purchased  during the last
six years including the current year, the CDSC is based on the lower of the cost
of those shares purchased or market value.

<PAGE>

Example:

Assume you had invested  $10,000 in Class B shares and that your  investment had
appreciated in value to $12,000 after 15 months,  including reinvested dividends
and  capital  gain  distributions.  You could sell up to $2,000  worth of shares
without paying a CDSC ($12,000 current value less $10,000 purchase  amount).  If
you sold $2,500 worth of shares,  the CDSC would apply to the $500  representing
part of your original purchase price. The CDSC rate would be 4% because the sale
was made during the second year after the purchase.

Because  the CDSC is imposed  only on sales  that  reduce  your  total  purchase
payments,  you  never  have  to  pay  a  CDSC  on  any  amount  that  represents
appreciation  in the  value of your  shares,  income  earned  by your  shares or
capital  gains.  In  addition,  the CDSC rate on your sale will be based on your
oldest purchase  payment.  The CDSC on the next amount sold will be based on the
next oldest purchase payment.

The CDSC on Class B shares will be waived on sales of shares:  

o    in the event of the shareholder's death,

o    held in trust for an employee benefit plan, or

o    held in IRAs or certain  qualified plans if American  Express Trust Company
     is the custodian, such as Keogh plans,  tax-sheltered custodial accounts or
     corporate pension plans, provided that the shareholder is:

     --   at least 591/2 years old AND

     --   taking a retirement distribution (if the sale is part of a transfer to
          an IRA or  qualified  plan in a  product  distributed  by  AEFA,  or a
          custodian-to-custodian  transfer to a product not distributed by AEFA,
          the CDSC will not be waived) OR

     --   selling  under  an  approved   substantially  equal  periodic  payment
          arrangement.

<PAGE>

Exchanging/Selling Shares

Exchanges
You can  exchange  your Fund shares at no charge for shares of the same class of
any other publicly offered fund in the IDS MUTUAL FUND GROUP. Exchanges into IDS
Tax-Free  Money  Fund  may  only  be made  from  Class A  shares.  For  complete
information on the other funds,  including  fees and expenses,  read that fund's
prospectus  carefully.  Your exchange will be priced at the next NAV  calculated
after it is accepted by that fund.

You may make up to three exchanges  within any 30-day period,  with each limited
to  $300,000.  These  limits do not apply to  scheduled  exchange  programs  and
certain  employee  benefit  plans  or  other  arrangements   through  which  one
shareholder represents the interests of several.  Exceptions may be allowed with
pre-approval of the Fund.

Other exchange policies:
o  Exchanges must be made into the same class of shares of the new fund.
o  If  your  exchange  creates  a new  account,  it  must  satisfy  the  minimum
   investment amount for new purchases.
o  Once we receive your exchange request, you cannot cancel it.
o  Shares of the new fund may not be used on the same day for another exchange.
o  If your shares are pledged as collateral, the exchange will be delayed until
   AECSC receives written approval from the secured party.

AECSC and the Fund reserve the right to reject any  exchange,  limit the amount,
or modify or  discontinue  the exchange  privilege,  to prevent abuse or adverse
effects on the Fund and its  shareholders.  For example,  if  exchanges  are too
numerous  or too large,  they may disrupt the Fund's  investment  strategies  or
increase its costs.

Selling Shares
You can sell your shares at any time.  AECSC will mail payment within seven days
after accepting your request.

When you sell shares, the amount you receive may be more or less than the amount
you invested. Your sale price will be the next NAV calculated after your request
is accepted by the Fund, minus any applicable CDSC.

<PAGE>

You can  change  your mind  after  requesting  a sale and use all or part of the
proceeds to purchase new shares in the same account from which you sold.  If you
reinvest  in Class A, you will  purchase  the new shares at NAV rather  than the
offering  price on the date of a new  purchase.  If you reinvest in Class B, any
CDSC you paid on the amount you are reinvesting also will be reinvested. To take
advantage  of this option,  send a request  within 30 days of the date your sale
request was  received and include your account  number.  This  privilege  may be
limited or withdrawn at any time and may have tax consequences.

Requests  to sell  shares  of the  Fund  are  not  allowed  within  30 days of a
telephoned-in address change.

The Fund reserves the right to redeem in kind.

Important:  If you request a sale of shares you recently purchased by a check or
money order that is not guaranteed,  the Fund will wait for your check to clear.
It may take up to 10 days  from the date of  purchase  before  payment  is made.
(Payment may be made earlier if your bank provides evidence  satisfactory to the
Fund and AECSC that your check has cleared.)

For more details and a description of other sales policies, please see the SAI.

<PAGE>

Two ways to request an exchange or sale of shares

1 By letter:
Include in your letter:
o  the name of the fund(s),
o  the class of shares to be exchanged or sold,
o  your  mutual  fund  account  number(s)  (for  exchanges,  both  funds must be
   registered in the same ownership),
o  your TIN,
o  the  dollar  amount  or  number  of shares  you want to  exchange  or sell,  
o  signature(s)  of all registered  account owners,  
o  for sales,  indicate how you want your money  delivered  to you, and 
o  any paper  certificates  of shares you hold.   

Regular mail: 
American Express Client Service Corporation
Attn: Transactions
P.O. Box 534
Minneapolis, MN 55440-0534 

Express mail:
American Express Client Service Corporation
Attn:  Transactions
733 Marquette  Ave.
Minneapolis,  MN 55402

2 By telephone:
American Express Financial Advisors
Telephone Transaction Service
800-437-3133 or 612-671-3800

o    The Fund and AECSC will use reasonable  procedures to confirm  authenticity
     of telephone exchange or sale requests.

o    Telephone exchange and sale privileges  automatically apply to all accounts
     except  custodial,  corporate or  qualified  retirement  accounts.  You may
     request that these  privileges NOT apply by writing AECSC.  Each registered
     owner must sign the request.

o    Acting on your  instructions,  your financial advisor may conduct telephone
     transactions on your behalf.

o    Telephone privileges may be modified or discontinued at any time.

Minimum sale amount: $100  Maximum sale amount: $50,000

<PAGE>

Three ways to receive payment when you sell shares

1 By regular or express mail:
o  Mailed to the address on record.
o  Payable to names listed on the account.
   NOTE: The express mail delivery charges you pay will vary depending on the
   courier you select.

   
2 By wire or electronic funds transfer:  
o  Minimum wire: $1,000. 
o  Request that money be wired to your bank.
o  Bank account must be in the same ownership as the IDS fund account.
   NOTE: Pre-authorization required. For instructions, contact your financial
   advisor or AECSC.
    

3 By scheduled payout plan: 
o  Minimum payment: $50.
o  Contact  your  financial  advisor  or AECSC to set up regular  payments  on a
   monthly, bimonthly, quarterly, semiannual or annual basis.
o  Purchasing new shares while under a payout plan may be disadvantageous
   because of the sales charges.

<PAGE>

Distributions and Taxes
As a shareholder you are entitled to your share of the Fund's net income and net
gains.  The  Fund  distributes  dividends  and  capital  gains to  qualify  as a
regulated  investment  company and to avoid paying  corporate  income and excise
taxes.


Dividends and capital gain distributions
The Fund's net investment  income is  distributed  to you as dividends.  Capital
gains are realized  when a security is sold for a higher price than was paid for
it. Short-term  capital gains are included in net investment  income.  Long-term
capital gains are realized  when a security is held for more than one year.  The
Fund  offsets any net  realized  capital  gains by any  available  capital  loss
carryovers. Net realized long-term capital gains, if any, are distributed by the
end of the calendar year as capital gain distributions.

Reinvestments
Dividends  and  capital  gain  distributions  are  automatically  reinvested  in
additional  shares  in  the  same  class  of the  Fund,  unless:  

o    you request distributions in cash, or

o    you direct the Fund to invest your  distributions  in the same class of any
     publicly  offered  fund in the IDS  MUTUAL  FUND  GROUP  for which you have
     previously opened an account.

We  reinvest  the  distributions  for you at the next  calculated  NAV after the
distribution is paid.

If you choose cash  distributions,  you will receive cash only for distributions
declared after your request has been processed.

<PAGE>

Taxes

Dividends   distributed   from   interest   earned  on   tax-exempt   securities
(exempt-interest  dividends)  are exempt from  federal  income  taxes but may be
subject to state and local taxes. Dividends distributed from other income earned
and  capital  gain  distributions  are not exempt  from  federal  income  taxes.
Distributions  are  taxable in the year the Fund  declares  them  regardless  of
whether you take them in cash or reinvest them.

Interest on certain private  activity bonds is a preference item for purposes of
the individual and corporate  alternative  minimum taxes. To the extent the Fund
earns such income,  it will flow through to its  shareholders and may be taxable
to those shareholders who are subject to the alternative minimum tax.

Because  interest on municipal  bonds and notes is tax-exempt for federal income
tax  purposes,  any interest on borrowed  money used  directly or  indirectly to
purchase Fund shares is not  deductible on your federal  income tax return.  You
should  consult a tax advisor  regarding its  deductibility  for state and local
income tax purposes.

If you buy  shares  shortly  before a  distribution  you will pay taxes on money
earned  by  the  Fund  before  you  were  a   shareholder.   You  pay  the  full
pre-distribution price for the shares, then receive a portion of your investment
back as a distribution, which is taxable.

For tax  purposes,  an exchange is considered a sale and purchase and may result
in a gain or loss. A sale is a taxable transaction.  If you sell shares for more
than their cost, the  difference is a capital gain.  Your gain may be short term
(for  shares  held for one year or less) or long term (for  shares held for more
than one year). If you sell shares for less than their cost, the difference is a
capital  loss.  If you buy Class A shares of another fund in the IDS MUTUAL FUND
GROUP and within 91 days exchange into this Fund,  you may not include the sales
charge in your calculation of tax gain or loss on the sale of the first fund you
purchased.  The sales charge may be included in the calculation of your tax gain
or loss on a subsequent sale of this Fund.

Selling shares held in an IRA or qualified retirement account may subject you to
federal  taxes,  penalties and reporting  requirements.  Please consult your tax
advisor.

Important:  This information is a brief and selective summary of some of the tax
rules that apply to this Fund.  Because tax matters  are highly  individual  and
complex, you should consult a qualified tax advisor.

<PAGE>

Personalized Shareholder Information
To help you  track and  evaluate  the  performance  of your  investments,  AECSC
provides these individualized reports:

Quarterly statements
List your holdings and transactions during the previous three months, as well as
individualized return information.

Yearly tax statements
Feature average-cost-basis reporting of capital gains or losses if you sell your
shares, along with distribution information to simplify tax calculations.

Personalized mutual fund progress reports
Detail  returns  on your  initial  investment  and  cash-flow  activity  in your
account.  This report  calculates  a total  return  reflecting  your  individual
history in owning Fund shares and is available from your financial advisor.

<PAGE>

Master/Feeder Structure
This Fund uses a  master/feeder  structure.  This  means that the Fund (a feeder
fund) invests all of its assets in the Portfolio (the master fund). Other feeder
funds also  invest in the  Portfolio.  The  master/feeder  structure  offers the
potential  for  reduced  costs  because  it  spreads  fixed  costs of  portfolio
management  over a larger pool of assets.  The Fund may withdraw its assets from
the  Portfolio at any time if the Fund's board  determines  that it is best.  In
that event,  the board would  consider  what action  should be taken,  including
whether to hire an investment advisor to manage the Fund's assets directly or to
invest all of the Fund's assets in another pooled investment entity.  Here is an
illustration of the structure:

                        Investors buy shares in the Fund

                      The Fund buys units in the Portfolio

          The Portfolio invests in securities, such as stocks or bonds

Other feeders may include mutual funds and institutional accounts. These feeders
buy the Portfolio's  securities on the same terms and conditions as the Fund and
pay  their  proportionate  share of the  Portfolio's  expenses.  However,  their
operating  costs  and  sales  charges  are  different  from  those of the  Fund.
Therefore,  the  investment  returns for other  feeders are  different  from the
returns of the Fund.  Information about other feeders may be obtained by calling
American Express Financial Advisors at 800-AXP-SERV.

<PAGE>

About the Company

Business Structure

Shareholders

Your American Express financial advisor and other servicing agents:

May  receive a fee for their  sales  efforts  and  ongoing service.

Transfer  Agent:   American   Express  Client  Service   Corporation   Maintains
shareholder  accounts  and  records  for the Fund;  receives  a fee based on the
number of accounts it services.

Administrative  Services Agent:  American Express Financial Corporation Provides
administrative  and  accounting  services for the Fund;  receives a fee based on
assets.

The Fund invests its assets in the Portfolio. The Fund an/or the Portfolio have 
contracts with certain providers.

The Fund

   
Distributor and Shareholder Services Agent:  American Express Financial Advisors
Markets and distributes  shares;  receives a portion of the sales charge or CDSC
and distribution fee. Also provides a variety of ongoing shareholder services.
    

Investment   Manager:   American  Express  Financial   Corporation  Manages  the
Portfolio's investments and receives a fee based on average daily net assets.*

The Portfolio

Custodian:  U.S.  Bank  National  Association  Provides  safekeeping  of assets;
receives a fee that varies based on the number of securities held.

   
*The  Portfolio  pays AEFC a fee for  managing  its  assets.  The Fund pays its
proportionate  share  of the  fee.  Under  the  Investment  Management  Services
Agreement,  the fee for the most  recent  fiscal  year was 0.44% of its  average
daily net assets. Under the Agreement,  the Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses.
    

<PAGE>

American Express Financial Corporation

AEFC has been a  provider  of  financial  services  since  1894.  Its  family of
companies offers not only mutual funds but also insurance, annuities, investment
certificates and a broad range of financial management services.

   
In addition to managing assets of more than $80 billion for all funds in the IDS
MUTUAL FUND GROUP, AEFC manages investments for itself and its subsidiaries, IDS
Certificate  Company  and  IDS  Life  Insurance  Company.   Total  assets  under
management  as of the end of the most  recent  fiscal  year  were more than $204
billion.

AEFA serves  individuals and businesses  through its nationwide  network of more
than 180 offices and more than 8,700 advisors.
    

AEFC,  located at IDS Tower 10,  Minneapolis,  MN 55440-0010,  is a wholly-owned
subsidiary  of American  Express  Company,  a financial  services  company  with
headquarters at American  Express Tower,  World Financial  Center,  New York, NY
10285.

Year 2000
The Fund could be adversely  affected if the  computer  systems used by AEFC and
the Fund's  other  service  providers  do not  properly  process  and  calculate
date-related information from and after Jan. 1, 2000.

While Year  2000-related  computer  problems could have a negative effect on the
Fund,  AEFC is working  to avoid such  problems  and to obtain  assurances  from
service  providers  that  they  are  taking  similar  steps.  The  companies  or
governments  in which the Fund invests  also may be  adversely  affected by Year
2000 issues.

<PAGE>

Quick Telephone Reference

American Express Financial Advisors Telephone Transaction Service
Sales and exchanges, dividend payments or reinvestments and automatic payment 
arrangements

National/Minnesota:        800-437-3133
Mpls./St. Paul area:       612-671-3800


American Express Client Service Corporation
Fund performance, objectives and account inquiries: 800-862-7919


TTY Service
For the hearing impaired:  800-846-4852


American Express Financial Advisors
Automated account information  (TouchTone(R) telephones only), including current
Fund prices and  performance,  account values and recent  account  transactions:
800-862-7919

<PAGE>

<TABLE>
<CAPTION>

Financial Highlights                                 

Fiscal period ended Nov. 30,                         
Per share income and capital changesa
                                                                           Class A
                                                        1998       1997     1996      1995       1994

Net asset value,
<S>                                                    <C>        <C>      <C>       <C>        <C>  
beginning of period                                    $4.64      $4.56    $4.66     $4.18      $4.76
Income from investment operations:
Net investment income (loss)                             .26        .27      .27       .28        .30

Net gains (losses) (both realized
and unrealized)                                          .04        .08     (.10)      .48       (.56)

Total from investment operations                         .30        .35      .17       .76       (.26)
Less distributions:                                  
Dividends from net
investment income                                       (.26)      (.27)    (.27)     (.28)      (.30)

Distributions from  realized gains                        --         --       --        --       (.02)

Total distributions                                     (.26)      (.27)    (.27)     (.28)      (.32)

Net asset value, end of period                         $4.68      $4.64    $4.56     $4.66      $4.18


Ratios/supplemental data
                                                                           Class A
                                                        1998       1997     1996      1995       1994

Net assets, end of period
(in millions)                                         $5,722     $5,785   $6,001    $6,316     $5,769

Ratio of expenses to
average daily net assetsb                               .70%       .70%     .70%      .68%       .59%

Ratio of net investment  income (loss)
to average daily net assets                            5.56%      5.85%    6.02%     6.31%      6.50%

Portfolio turnover rate
(excluding short-term securities)                        14%         4%       9%       14%        17%

Total returnc                                          6.67%      7.86%    4.02%    18.64% (5.78%)

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Effective  fiscal year 1996, expense  ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Nov. 30,

Per share income and capital changesa
                                                           Class B                                   Class Y
                                             1998       1997     1996     1995b          1998     1997     1996     1995b

Net asset value,
<S>                                         <C>        <C>      <C>       <C>           <C>      <C>      <C>       <C>  
beginning of period                         $4.64      $4.56    $4.66     $4.46         $4.64    $4.56    $4.66     $4.46

Income from investment operations:
Net investment income  (loss)                 .22        .23      .24       .19           .26      .27      .28       .22

Net gains (losses)
(both realized and unrealized)                .04        .08     (.10)      .20           .04      .08     (.10)      .20

Total from investment operations              .26        .31      .14       .39           .30      .35      .18       .42

Less distributions:                                           
Dividends from
net investment income                        (.22)      (.23)    (.24)     (.19)         (.26)    (.27)    (.28)     (.22)

Net asset value,
end of period                               $4.68      $4.64    $4.56     $4.66         $4.68    $4.64    $4.56     $4.66

Ratios/supplemental data                  
                                                            Class B                                  Class Y
                                             1998       1997     1996     1995b          1998     1997     1996     1995b
Net assets, end of
period (in millions)                         $270       $190     $138       $71            $7       $9      $21       $25

Ratio of expenses to
average daily net assetsc                   1.45%      1.46%    1.46%    1.48%d          .62%     .61%     .53%     .54%d

Ratio of net investment income
(loss) to average daily net assets          4.81%      5.06%    5.29%    5.36%d         5.63%    5.88%    6.15%    6.32%d

Portfolio turnover rate
(excluding short-term securities)             14%         4%       9%       14%           14%       4%       9%       14%

Total returne                               5.85%      7.08%    3.22%     9.02%         6.73%    7.96%    4.22%     9.15%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Effective fiscal year 1996, expense ratio is based on total expenses of the 
  Fund before reduction of earnings credits on cash balances.
d Adjusted to an annual basis.
e Total return does not reflect payment of a sales charge.

   
The  information  in these  tables has been  audited by KPMG Peat  Marwick  LLP,
independent   auditors.   The  independent   auditors'   report  and  additional
information about the performance of the Fund are contained in the Fund's annual
report which,  if not included with this  porisoectus,  may be obtained  without
charge.
    

</TABLE>
<PAGE>

   
Appendix
    

1999 Federal tax-exempt and taxable equivalent yield calculation

These tables will help you determine your federal taxable yield  equivalents for
given rates of tax-exempt income.

STEP 1:

Using your Taxable Income and Adjusted  Gross Income figures as guides,  you can
locate your Marginal Tax Rate in the table below.

   
First  locate your  Taxable  Income in a filing  status and income  range in the
left-hand  column.  Then,  locate your  Adjusted  Gross Income at the top of the
chart.  At the point where your Taxable  Income line meets your  Adjusted  Gross
Income  column the  percentage  indicated  is an  approximation  of your federal
Marginal Tax Rate.  For example:  Let's assume you are married  filing  jointly,
your taxable income is $138,000 and your adjusted gross income is $175,000.
    

Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$104,050-$158,550  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$126,600 to $189,950  column.  The Taxable Income line and Adjusted Gross Income
column meet at 31.93%. This is the rate you'll use in Step 2.

<PAGE>

<TABLE>
<CAPTION>

                             Adjusted gross income*
<S>                          <C>             <C>               <C>           <C>
Taxable income**                 $0           $126,600          $189,950        Over
                                 to              to                to
                             $126,600(1)     $189,950(2)       $312,450(3)   $312,450(2)
- ----------------------------------------------------------------------------------------------------------

   
Married Filing Jointly
$       0 - $ 43,050              15.00%
   43,050 -  104,050              28.00          28.84%
  104,050 -  158,550              31.00          31.93             33.29%
  158,550 -  283,150              36.00          37.08             38.66          37.08%
  283,150 +                       39.60                            42.53***       40.79
- ----------------------------------------------------------------------------------------------------------
    

                                               Adjusted gross income*
- ----------------------------------------------------------------------------------------------------------

Taxable income**                 $0           $126,600            Over
                                 to              to
                             $126,600(1)     $249,100(3)       $249,100(2)
- ----------------------------------------------------------------------------------------------------------

   
Single
$      0 - $ 25,750               15.00%
  25,750 -   62,450               28.00
  62,450 -  130,250               31.00          32.61%
 130,250 -  283,150               36.00          37.87             37.08%
 283,150 +                        39.60                            40.79
- ----------------------------------------------------------------------------------------------------------
</TABLE>

  * Gross income with certain adjustments before taking itemized deductions and
    personal exemptions.
 ** Amount subject to federal income tax after itemized deductions (or standard
    deduction) and personal exemptions.
*** This rate is applicable  only in the limited case where your adjusted  gross
    income is less than $312,450 and your taxable income exceeds $283,150.
    

(1)  No Phase-out -- Assumes no  phase-out  of itemized  deductions  or personal
     exemptions.

(2)  Itemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
     and no current phase-out of personal exemptions.

(3)  Itemized  Deductions and Personal Exemption  Phase-outs -- Assumes a single
     taxpayer  has one personal  exemption,  joint  taxpayers  have two personal
     exemptions,  personal exemptions phase-out and itemized deductions continue
     to  phase-out.  If  these  assumptions  do not  apply  to  you,  it will be
     necessary to construct your own personalized tax equivalency table.

<PAGE>


STEP 2: Determining your federal taxable yield equivalents.

Using 31.93%,  you may determine that a tax-exempt  yield of 4% is equivalent to
earning a taxable 5.88% yield.

<TABLE>
<CAPTION>

         For these Tax-Exempt Rates:
- ----------------------------------------------------------------------------------------------------------

<S>        <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>  
   
           2.50%     3.00%      3.50%     4.00%     4.50%     5.00%      5.50%     6.00%
- ----------------------------------------------------------------------------------------------------------

Marginal Tax Rates Equal the Taxable Rates shown below:
15.00%     2.94      3.53       4.12      4.71      5.29      5.88       6.47      7.06
28.00%     3.47      4.17       4.86      5.56      6.25      6.94       7.64      8.33
28.84%     3.51      4.22       4.92      5.62      6.32      7.03       7.73      8.43
31.00%     3.62      4.35       5.07      5.80      6.52      7.25       7.97      8.70
31.93%     3.67      4.41       5.14      5.88      6.61      7.35       8.08      8.81
32.61%     3.71      4.45       5.19      5.94      6.68      7.42       8.16      8.90
33.29%     3.75      4.50       5.25      6.00      6.75      7.50       8.24      8.99
36.00%     3.91      4.69       5.47      6.25      7.03      7.81       8.59      9.38
37.08%     3.97      4.77       5.56      6.36      7.15      7.95       8.74      9.54
37.87%     4.02      4.83       5.63      6.44      7.24      8.05       8.85      9.66
38.66%     4.08      4.89       5.71      6.52      7.34      8.15       8.97      9.78
39.60%     4.14      4.97       5.79      6.62      7.45      8.28       9.11      9.93
40.79%     4.22      5.07       5.91      6.76      7.60      8.44       9.29     10.13
42.53%     4.35      5.22       6.09      6.96      7.83      8.70       9.57     10.44
- ----------------------------------------------------------------------------------------------------------
    

</TABLE>

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<PAGE>

       

This  Fund,  along  with the  other  funds in the IDS  MUTUAL  FUND  GROUP,  is
distributed by American Express Financial  Advisors Inc. and can be found under
the "Amer Express" banner in most mutual fund quotations.

   
Additional  information  about the Fund and its  investments is available in the
Fund's SAI, annual and semiannual reports to shareholders.  In the Fund's annual
report,  you  will  find  a  discussion  of  market  conditions  and  investment
strategies that significantly affected the Fund during its last fiscal year. The
SAI is incorporated by reference in this prospectus. For a free copy of the SAI,
the annual report,  or the semiannual  report  contact  American  Express Client
Service Corporation.
    

American Express Client Service Corporation 
P.O. Box 534, Minneapolis, MN 55440-0534 
800-862-7919 TTY: 800-846-4852
Web site address: 
http://www.americanexpress.com/advisors

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

Investment Company Act File #811-2901


   
TICKER SYMBOL
Class A: INHYX         Class B: IHYBX       Class Y: IHTYX
    

S-6430-99 N (1/99)


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                    IDS HIGH YIELD TAX-EXEMPT FUND (the Fund)

                                  Jan. 29, 1999

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus and the financial  statements contained in the
most recent Annual Report to  shareholders  (Annual Report) that may be obtained
from your American Express  financial  advisor or by writing to American Express
Shareholder  Service,  P.O. Box 534,  Minneapolis,  MN  55440-0534 or by calling
800-862-7919.

The Independent Auditors' Report and the Financial  Statements,  including Notes
to the  Financial  Statements  and the Schedule of  Investments  in  Securities,
contained in the Annual Report are  incorporated  in this SAI by  reference.  No
other portion of the Annual Report,  however, is incorporated by reference.  The
prospectus for the Fund,  dated the same date as this SAI, also is  incorporated
in this SAI by reference.

<PAGE>
                                TABLE OF CONTENTS


   
Mutual Fund Checklist......................................p. 3

Fundamental Investment Policies............................p. 5

Investment Strategies and Types of Investments.............p. 7

Information Regarding Risks and Investment Strategies......p. 9

Security Transactions.....................................p. 28

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation....................p. 29

Performance Information...................................p. 30

Valuing Fund Shares.......................................p. 32

Investing in the Fund.....................................p. 34

Selling Shares............................................p. 37

Pay-out Plans.............................................p. 38

Capital Loss Carryover....................................p. 39

Taxes.....................................................p. 40

Agreements................................................p. 42

Organizational Information................................p. 44

Board Members and Officers................................p. 46

Compensation for Board Members............................p. 49

Independent Auditors......................................p. 49

Appendix:  Description of Ratings.........................p. 50
    

<PAGE>

MUTUAL FUND CHECKLIST
                    
                     X        Mutual funds are NOT  guaranteed or insured by any
                              bank or government agency. You can lose money.
                    
                     X        Mutual funds ALWAYS carry investment  risks.  Some
                              types carry more risk than others.
                    
                     X        A  higher  rate of  return  typically  involves  a
                              higher risk of loss. 
                    
                     X        Past performance is not a reliable indicator of
                              future performance.
                    
                     X        ALL mutual funds have costs that lower investment
                              return.
                     
                     X        You can buy some mutual funds by  contacting  them
                              directly.  Others,  like this one, are sold mainly
                              through brokers,  banks,  financial  planners,  or
                              insurance   agents.   If  you  buy  through  these
                              financial professionals,  you generally will pay a
                              sales charge.
                    
                     X        Shop around.  Compare a mutual fund with others of
                              the same type before you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

Have a plan - even a simple  plan can help you take  control  of your  financial
future.  Review  your  plan  with  your  advisor  at  least  once a year or more
frequently if your circumstances change.

Dollar-Cost Averaging

An  investment  technique  that  works  well  for  many  investors  is one  that
eliminates  random  buy and sell  decisions.  One  such  system  is  dollar-cost
averaging.  Dollar-cost  averaging  involves  building a  portfolio  through the
investment of fixed amounts of money on a regular basis  regardless of the price
or market  condition.  This may enable an  investor to smooth out the effects of
the volatility of the financial  markets.  By using this  strategy,  more shares
will be purchased  when the price is low and less when the price is high. As the
accompanying chart illustrates,  dollar-cost averaging tends to keep the average
price  paid  for the  shares  lower  than the  average  market  price of  shares
purchased, although there is no guarantee.

While this does not ensure a profit and does not  protect  against a loss if the
market declines,  it is an effective way for many  shareholders who can continue
investing  through  changing  market  conditions  to  accumulate  shares to meet
long-term goals.

<PAGE>

Dollar-cost averaging:

- -------------------------------------------------------------
Regular           Market Price        Shares
Investment        of a Share          Acquired
- -------------------------------------------------------------
    $100               $6.00            16.7
     100                4.00            25.0
     100                4.00            25.0
     100                6.00            16.7
     100                5.00            20.0
   -----            --------          ------
    $500              $25.00           103.4

Average market price of a share over 5 periods:    $5.00 ($25.00 divided by 5)
The average price you paid for each share:         $4.84 ($500 divided by 103.4)

Diversify

Diversify your portfolio.  By investing in different asset classes and different
economic  environments  you help protect against poor performance in one type of
investment  while  including  investments  most likely to help you achieve  your
important goals.

Understand Your Investment

Know what you are buying. Make sure you understand the potential risks, rewards,
costs, and expenses associated with each of your investments.

<PAGE>

FUNDAMENTAL INVESTMENT POLICIES

The Fund pursues its  investment  objective  by  investing  all of its assets in
Tax-Free High Yield  Portfolio  (the  Portfolio)  of Tax-Free  Income Trust (the
Trust), a separate investment company,  rather than by directly investing in and
managing its own portfolio of securities.  The Portfolio has the same investment
objectives, policies, and restrictions as the Fund. References to "Fund" in this
SAI, where  applicable,  refer to the Fund and Portfolio,  collectively,  to the
Fund, singularly, or to the Portfolio, singularly.

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

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

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

o    Under normal market  conditions,  invest less than 80% of its net assets in
     bonds  and notes  issued  by or on  behalf of state and local  governmental
     units whose interest,  in the opinion of counsel for the issuer,  is exempt
     from federal income tax and is not subject to the alternative minimum tax.

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

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

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

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

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

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

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

<PAGE>

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

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS

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

- --------------------------------------------------------------------------------
Investment strategies & types of investments:              IDS High Yield
                                                             Tax-Exempt

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

<PAGE>

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

o    The Fund may invest more than 25% of its total assets in industrial revenue
     bonds,  but it does not intend to invest more than 25% of its total  assets
     in  industrial  revenue  bonds issued for companies in the same industry or
     state.

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

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

o    Short-term  tax-exempt debt  securities  rated in the top two grades or the
     equivalent  are used to meet daily cash needs and at various  times to hold
     assets until better investment  opportunities  arise.  Under  extraordinary
     conditions  where,  in the opinion of the investment  manager,  appropriate
     short-term tax-exempt securities are not available,  the Fund may invest up
     to 20% of its net  assets in  certain  taxable  investments  for  temporary
     defensive purposes.

o    The Fund  will not buy on  margin or sell  short,  except  the Fund may use
     derivative instruments.
       

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

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES

RISKS

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

Call/Prepayment Risk

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

Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

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

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

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

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

<PAGE>

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

Inflation Risk

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

Interest Rate Risk

   
The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated with, but not limited to, bond prices (when interest rates
rise, bond prices fall).
    

Issuer Risk

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

Legal/Legislative Risk

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

Leverage Risk

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

Liquidity Risk

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

Management Risk

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

Market Risk

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

Reinvestment Risk

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

<PAGE>

Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

See the appendix for a discussion of securities ratings.

<PAGE>

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

Collateralized Bond Obligations

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

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

Commercial Paper

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

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

Common Stock

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

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

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

Convertible Securities

Convertible securities are bonds, debentures,  notes, preferred stocks, or other
securities  that may be  converted  into common stock of the same or a different
issuer within a particular period of time at a specified price. Some convertible
securities, such as preferred  equity-redemption  cumulative stock (PERCs), have
mandatory  conversion  features.  Others are voluntary.  A convertible  security
entitles the holder to receive interest  normally paid or accrued on debt or the
dividend paid on preferred  stock until the convertible  security  matures or is
redeemed, converted, or exchanged. Convertible securities have unique investment
characteristics in that they generally (i) have higher yields than common stocks
but lower yields

<PAGE>

than comparable non-convertible securities, (ii) are less subject to fluctuation
in value than the underlying stock since they have fixed income characteristics,
and (iii) provide the potential for capital  appreciation if the market price of
the underlying common stock increases.

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

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

Corporate Bonds

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

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

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

Debt Obligations

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

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

<PAGE>

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

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

See the appendix for a discussion of securities ratings.

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

Depositary Receipts

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

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

Derivative Instruments

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

contract is closed out, a nominal  commission is paid,  which is generally lower
than the commission on a comparable transaction in the cash market.

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

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

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

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

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

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

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the Fund's agent in acquiring the futures  position).  During the
period the futures  contract is open,  changes in value of the contract  will be
recognized as  unrealized  gains or losses by marking to market on a daily basis
to reflect the market  value of the  contract at the end of each day's  trading.
Variation margin payments will be made or received

<PAGE>

depending  upon whether gains or losses are incurred.  All contracts and options
will be valued at the last-quoted sales price on their primary exchange.

      Other Risks of Derivatives.

Derivatives are risky investments.

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

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

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

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

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

(See also Foreign Currency Transactions.)

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

<PAGE>

Foreign Currency Transactions

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

(See also Derivative Instruments and Foreign Securities.)

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

   
Foreign Securities and Domestic Companies with Foreign Operations
    

Investors should recognize that investing in foreign securities involves special
risks,  including those set forth below, which are not typically associated with
investing in U.S.  securities.  Foreign  companies are not generally  subject to
uniform accounting,  auditing,  and financial reporting standards  comparable to
those  applicable  to  domestic  companies.  Additionally,  many  foreign  stock
markets,  while growing in volume of trading activity,  have  substantially less
volume  than  the New  York  Stock  Exchange,  and  securities  of some  foreign
companies  are less  liquid  and  more  volatile  than  securities  of  domestic
companies. Similarly, volume and liquidity in most foreign bond markets are less
than the volume and liquidity in the U.S. and, at times, volatility of price can
be greater than in the U.S. Further,  foreign markets have different  clearance,
settlement,  registration,  and communication  procedures and in certain markets
there have been times when  settlements  have been  unable to keep pace with the
volume  of  securities   transactions   making  it  difficult  to  conduct  such
transactions.  Delays in such procedures could result in temporary  periods when
assets  are  uninvested  and no return is earned on them.  The  inability  of an
investor to make intended  security  purchases due to such problems  could cause
the investor to miss attractive investment opportunities. Payment for securities
without   delivery  may  be  required  in  certain  foreign  markets  and,  when
participating in new issues,  some foreign  countries require payment to be made
in  advance  of  issuance  (at the time of  issuance,  the  market  value of the
security may be more or less than the purchase price). Some foreign markets also
have  compulsory  depositories  (i.e.,  an investor does not have a choice as to
where  the  securities  are  held).  Fixed  commissions  on some  foreign  stock
exchanges are generally  higher than negotiated  commissions on U.S.  exchanges.
Further,  an investor may  encounter  difficulties  or be unable to pursue legal
remedies  and  obtain  judgments  in foreign  courts.  There is  generally  less
government supervision and regulation of business and industry practices,  stock
exchanges,  brokers,  and  listed  companies  than  in the  U.S.  It may be more
difficult for an investor's  agents to keep currently  informed about  corporate
actions such as stock  dividends or other  matters that may affect the prices of
portfolio securities.  Communications between the U.S. and foreign countries may
be less reliable  than within the U.S.,  thus  increasing  the risk of delays or
loss of  certificates  for portfolio  securities.  In addition,  with respect to
certain  foreign  countries,   there  is  the  possibility  of  nationalization,
expropriation,  the imposition of withholding or confiscatory taxes,  political,
social,  or economic  instability,  diplomatic  developments  that could  affect
investments in those countries, or other unforeseen actions by regulatory bodies
(such as changes to settlement or custody procedures).

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

Illiquid and Restricted Securities

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

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

Indexed Securities

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

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

Inverse Floaters

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

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

<PAGE>

Investment Companies

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

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

Lending of Portfolio Securities

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

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

Loan Participations

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

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

Mortgage- and Asset-Backed Securities

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

Stripped mortgage-backed  securities are a type of mortgage-backed security that
receive  differing  proportions of the interest and principal  payments from the
underlying assets. Generally,  there are two classes of stripped mortgage-backed
securities:  Interest Only (IO) and Principal  Only (PO). IOs entitle the holder
to receive  distributions  consisting of all or a portion of the interest on the
underlying pool of

<PAGE>

mortgage loans or mortgage-backed  securities. POs entitle the holder to receive
distributions  consisting of all or a portion of the principal of the underlying
pool of mortgage loans or mortgage-backed  securities. The cash flows and yields
on IOs  and POs are  extremely  sensitive  to the  rate  of  principal  payments
(including  prepayments)  on the underlying  mortgage  loans or  mortgage-backed
securities. A rapid rate of principal payments may adversely affect the yield to
maturity of IOs. A slow rate of  principal  payments  may  adversely  affect the
yield  to  maturity  of POs.  If  prepayments  of  principal  are  greater  than
anticipated,  an investor in IOs may incur substantial losses. If prepayments of
principal are slower than  anticipated,  the yield on a PO will be affected more
severely than would be the case with a traditional mortgage-backed security.

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

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

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

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

Mortgage Dollar Rolls

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

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

<PAGE>

Municipal Obligations

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

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

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

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

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

Preferred Stock

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

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

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

<PAGE>

Real Estate Investment Trusts

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

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

Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

Short Sales

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

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

<PAGE>

Sovereign Debt

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

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

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

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

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

Structured Products

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

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

Variable- or Floating-Rate Securities

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

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

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

<PAGE>

obligations  are not  secured  by  letters  of  credit or other  credit  support
arrangements,  the Fund's  right to redeem is  dependent  on the  ability of the
borrower to pay principal and interest on demand.  Such  obligations  frequently
are not rated by credit  rating  agencies  and may  involve  heightened  risk of
default by the issuer.

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

Warrants

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

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

When-Issued Securities

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

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

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

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

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

<PAGE>

SECURITY TRANSACTIONS

Subject  to  policies  set  by the  board,  AEFC  is  authorized  to  determine,
consistent with the Fund's  investment goal and policies,  which securities will
be purchased, held, or sold. In determining where the buy and sell orders are to
be placed,  AEFC has been  directed  to use its best  efforts to obtain the best
available  price  and  the  most  favorable  execution  except  where  otherwise
authorized by the board. In selecting  broker-dealers  to execute  transactions,
AEFC may consider the price of the  security,  including  commission or mark-up,
the size and  difficulty of the order,  the  reliability,  integrity,  financial
soundness,  and general operation and execution  capabilities of the broker, the
broker's expertise in particular markets,  and research services provided by the
broker.

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

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

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

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

When paying a commission  that might not otherwise be charged or a commission in
excess of the amount  another broker might charge,  AEFC must follow  procedures
authorized by the board. To date,  three  procedures have been  authorized.  One
procedure  permits AEFC to direct an order to buy or sell a security traded on a
national  securities  exchange to a specific broker for research services it has
provided.  The second procedure  permits AEFC, in order to obtain  research,  to
direct  an order on an  agency  basis to buy or sell a  security  traded  in the
over-the-counter  market to a firm that does not make a market in that security.
The commission paid generally includes  compensation for research services.  The
third  procedure  permits  AEFC,  in  order to  obtain  research  and  brokerage
services,  to cause the Fund to pay a commission in excess of the amount another
broker might have charged.  AEFC has advised the Fund that it is necessary to do
business with a number of brokerage  firms on a continuing  basis to obtain such
services as the handling of large orders,  the  willingness  of a broker to risk
its own money by taking a position in a security,  and the specialized  handling
of a particular  group of  securities  that only certain  brokers may be able to
offer. As a result of this arrangement,  some portfolio  transactions may not be
effected at the lowest

<PAGE>

commission,  but AEFC believes it may obtain better overall execution.  AEFC has
represented  that under all three  procedures the amount of commission paid will
be reasonable and competitive in relation to the value of the brokerage services
performed or research provided.

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

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

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

   
The Fund paid total  brokerage  commissions of $-0- for fiscal year,  ended Nov.
30,  1998,  $-0- for  fiscal  year 1997,  and  $150,492  for  fiscal  year 1996.
Substantially all firms through whom transactions were executed provide research
services.

No  transactions  were  directed to brokers  because of research  services  they
provided to the Fund.

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

The portfolio  turnover  rate was 14% in the most recent fiscal year,  and 4% in
the year before.
    

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION

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

   
No brokerage commissions were paid to brokers affiliated with AEFC for the three
most recent fiscal years.
    

<PAGE>

PERFORMANCE INFORMATION

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

AVERAGE ANNUAL TOTAL RETURN

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

                                  P(1+T)n = ERV

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

AGGREGATE TOTAL RETURN

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

                                     ERV - P
                                        P

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

Annualized yield

The Fund may  calculate  an  annualized  yield for a class by  dividing  the net
investment  income per share deemed  earned during a 30-day period by the public
offering price per share (including the maximum sales charge) on the last day of
the period and annualizing the results.

Yield is calculated according to the following formula:

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

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

   
The Fund's  annualized yield was 4.13% for Class A, 3.59% for Class B, and 4.42%
for Class Y for the 30-day period ended Nov. 30, 1998.
    

<PAGE>

Distribution yield

Distribution yield is calculated according to the following formula:

                                    D   divided by      POPF    equals  DY
                                   30                    30

where:         D =  sum of dividends for 30-day period
             POP =  sum of public offering price for 30-day period
               F = annualizing factor DY = distribution yield

   
The  Fund's  distribution  yield was  5.24% for Class A,  4.77% for Class B, and
5.59% for Class Y for the 30-day period ended Nov. 30, 1998.
    

Tax-equivalent yield

Tax-equivalent  yield is  calculated  by dividing  that portion of the yield (as
calculated  above) which is tax-exempt by one minus a stated income tax rate and
adding the result to that portion,  if any, of the yield that is not tax-exempt.
The following table shows the fund's tax equivalent yield,  based on federal but
not state tax rates, for the 30-day period ended Nov. 30, 1998.

   
              Marginal     
             Income Tax         Tax-Equivalent Yield
              Bracket               Distribution                      Annualized
              -------               ------------                      ----------
Class A
15.0%                                   6.16%                              4.86%
28.0%                                   7.28%                              5.74%
31.0%                                   7.59%                              5.99%
36.0%                                   8.19%                              6.45%
39.6%                                   8.68%                              6.84%

Class B
15.0%                                   5.61%                              4.22%
28.0%                                   6.63%                              4.99%
31.0%                                   6.91%                              5.20%
36.0%                                   7.45%                              5.61%
39.6%                                   7.90%                              5.94%

Class Y
15.0%                                   6.58%                              5.20%
28.0%                                   7.76%                              6.14%
31.0%                                   8.10%                              6.41%
36.0%                                   8.73%                              6.91%
39.6%                                   9.25%                              7.32%
    

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

<PAGE>

VALUING FUND SHARES

The value of an  individual  share for each class is determined by using the net
asset  value (NAV)  before  shareholder  transactions  for the day. On the first
business day following the end of the fiscal year, the  computation  looked like
this:
<TABLE>
<CAPTION>

   
                    Net assets                          Shares
                    before                              outstanding at                      Net asset value
                    shareholder                         the end of                          of one share
                    transactions                        previous day
                    ----------------- ----------------- ----------------- ----------------- -----------------
<S>                 <C>                                 <C>                                    <C>  
Class A             $5,717,787,066    divided by        1,221,749,373     equals               $4.68
Class B               269,481,120                         57,581,436                            4.68
Class Y                 7,450,630                          1,592,015                            4.68
</TABLE>
    

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

o    Securities  traded on a securities  exchange for which a last-quoted  sales
     price is readily available are valued at the last-quoted sales price on the
     exchange where such security is primarily traded.

o    Securities  traded on a securities  exchange for which a last-quoted  sales
     price is not  readily  available  are valued at the mean of the closing bid
     and asked prices, looking first to the bid and asked prices on the exchange
     where  the  security  is  primarily  traded  and,  if  none  exist,  to the
     over-the-counter market.

o    Securities  included in the NASDAQ National Market System are valued at the
     last-quoted sales price in this market.

o    Securities  included  in the  NASDAQ  National  Market  System  for which a
     last-quoted  sales price is not  readily  available,  and other  securities
     traded  over-the-counter  but not  included in the NASDAQ  National  Market
     System are valued at the mean of the closing bid and asked prices.

o    Futures and options traded on major exchanges are valued at the last-quoted
     sales price on their primary exchange.

o    Foreign securities traded outside the United States are generally valued as
     of the time their trading is complete,  which is usually different from the
     close of the Exchange.  Foreign securities quoted in foreign currencies are
     translated into U.S. dollars at the current rate of exchange. Occasionally,
     events  affecting the value of such securities may occur between such times
     and the close of the Exchange that will not be reflected in the computation
     of the Fund's net asset value. If events materially  affecting the value of
     such securities  occur during such period,  these securities will be valued
     at their fair value  according to procedures  decided upon in good faith by
     the board.

o    Short-term  securities  maturing more than 60 days from the valuation  date
     are valued at the readily  available  market  price or  approximate  market
     value based on current interest rates. Short-term securities maturing in 60
     days  or less  that  originally  had  maturities  of  more  than 60 days at
     acquisition date are valued at amortized cost using the market value on the
     61st day before maturity. Short-term securities maturing in 60 days or less
     at  acquisition  date are valued at amortized  cost.  Amortized  cost is an
     approximation of market value determined by  systematically  increasing the
     carrying  value of a security if acquired  at a discount,  or reducing  the
     carrying  value if acquired  at a premium,  so that the  carrying  value is
     equal to maturity value on the maturity date.

<PAGE>

o    Securities  without a readily  available  market price and other assets are
     valued at fair value as determined in good faith by the board. The board is
     responsible  for  selecting  methods it believes  provide fair value.  When
     possible,  bonds are valued by a pricing service independent from the Fund.
     If a valuation of a bond is not available from a pricing service,  the bond
     will be valued by a dealer knowledgeable about the bond if such a dealer is
     available.

<PAGE>

INVESTING IN THE FUND

SALES CHARGE

   
Shares of the Fund are sold at the public  offering  price.  The public offering
price is the NAV of one share  adjusted  for the sales  charge  for Class A. For
Class B and Class Y, there is no  initial  sales  charge so the public  offering
price is the same as the NAV.  For  Class A, the  public  offering  price for an
investment  of less than $50,000,  made on the first  business day following the
end of the fiscal year, was determined by dividing the NAV of one share,  $4.68,
by 0.95 (1.00-0.05 for a maximum 5% sales charge) for a public offering price of
$4.93.  The sales charge is paid to American  Express  Financial  Advisors  Inc.
(AEFA) by the person buying the shares.
    

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
                                           
                                             Within each increment, sales
                                             charge as a percentage of:
                               ------------------------------------------------
                                    Public                          Net
Amount of Investment            Offering Price                Amount Invested
- --------------------            --------------                ---------------
First      $      50,000             5.0%                         5.26%
Next              50,000             4.5                          4.71
Next             400,000             3.8                          3.95
Next             500,000             2.0                          2.04
$1,000,000 or more                   0.0                          0.00

Sales charges on an investment greater than $50,000 and less than $1,000,000 are
calculated for each increment  separately and then totaled.  The resulting total
sales charge,  expressed as a percentage of the public offering price and of the
net amount invested,  will vary depending on the proportion of the investment at
different sales charge levels.

For example, compare an investment of $60,000 with an investment of $85,000. The
$60,000  investment  is composed of $50,000 that incurs a sales charge of $2,500
(5.0% x  $50,000)  and  $10,000  that  incurs  a sales  charge  of $450  (4.5% x
$10,000). The total sales charge of $2,950 is 4.92% of the public offering price
and 5.17% of the net amount invested.

In the case of the $85,000  investment,  the first  $50,000  also incurs a sales
charge of $2,500  (5.0% x $50,000)  and $35,000  incurs a sales charge of $1,575
(4.5% x  $35,000).  The total  sales  charge  of  $4,075 is 4.79% of the  public
offering price and 5.04% of the net amount invested.

The  following  table shows the range of sales  charges as a  percentage  of the
public  offering  price and of the net amount  invested on total  investments at
each applicable level.

                                               On total investment, sales
                                               charge as a percentage of:
                                   ---------------------------------------------
                                       Public                          Net
                                   Offering Price                Amount Invested
Amount of investment                                  ranges from:
- --------------------------------------
First      $      50,000                 5.00%                       5.26%
Next              50,000 to 100,000      5.00-4.50                   5.26-4.71
Next             100,000 to 500,000      4.50-3.80                   4.71-3.95
Next             500,000 to 999,999      3.80-2.00                   3.95-2.04
$1,000,000 or more                       0.00                        0.00

<PAGE>

Class A - Reducing the Sales Charge

Your total  investments in the Fund determine your sales charges.  The amount of
all prior investments plus any new purchase is referred to as your "total amount
invested." For example, suppose you have made an investment of $20,000 and later
decide to invest $40,000 more. Your total amount invested would be $60,000. As a
result,  $10,000 of your $40,000  investment  qualifies for the lower 4.5% sales
charge that applies to investments of more than $50,000 and up to $100,000.

Class A - Letter of Intent (LOI)

If you  intend to invest $1 million  over a period of 13 months,  you can reduce
the sales  charges in Class A by filing a LOI.  The  agreement  can start at any
time and will remain in effect for 13 months.  Your  investment  will be charged
normal sales  charges  until you have  invested $1 million.  At that time,  your
account  will be  credited  with the  sales  charges  previously  paid.  Class A
investments  made  prior to  signing a LOI may be used to reach  the $1  million
total,  excluding IDS Cash Management Fund and IDS Tax-Free Money Fund. However,
we will not adjust for sales charges on investments made prior to the signing of
the LOI.  If you do not invest $1  million by the end of 13 months,  there is no
penalty, you will just miss out on the sales charge adjustment.  A LOI is not an
option (absolute right) to buy shares.

Class Y Shares

Class Y shares are offered to certain  institutional  investors.  Class Y shares
are sold  without a  front-end  sales  charge or a CDSC and are not subject to a
distribution  fee. The  following  investors  are  eligible to purchase  Class Y
shares:

o    Qualified employee benefit plans* if the plan:

     -    uses a daily  transfer  recordkeeping  service  offering  participants
          daily access to IDS funds and has

          -    at least $10 million in plan assets or

          -    500 or more participants; or

     -    does not use daily transfer recordkeeping and has

          -    at least $3  million  invested  in funds of the IDS  MUTUAL  FUND
               GROUP or

          -    500 or more participants.

o    Trust companies or similar institutions,  and charitable organizations that
     meet the  definition in Section  501(c)(3) of the Internal  Revenue  Code.*
     These  institutions  must  have at least  $10  million  in funds of the IDS
     MUTUAL FUND GROUP.

o    Nonqualified  deferred  compensation plans* whose participants are included
     in a qualified employee benefit described above.

* Eligibility  must be  determined  in advance by AEFA.  To do so,  contact your
financial advisor.

<PAGE>

SYSTEMATIC INVESTMENT PROGRAMS

After you make your initial investment of $100 or more, you must make additional
payments of $100 or more on at least a monthly basis until your balance  reaches
$2,000. These minimums do not apply to all systematic  investment programs.  You
decide how often to make payments - monthly, quarterly, or semiannually. You are
not obligated to make any payments.  You can omit  payments or  discontinue  the
investment program altogether. The Fund also can change the program or end it at
any time.

AUTOMATIC DIRECTED DIVIDENDS

Dividends, including capital gain distributions, paid by another fund in the IDS
MUTUAL  FUND  GROUP  subject  to a sales  charge,  may be used to  automatically
purchase  shares in the same class of this Fund without  paying a sales  charge.
Dividends may be directed to existing  accounts  only.  Dividends  declared by a
fund are  exchanged to this Fund the following  day.  Dividends can be exchanged
into the same class of another  fund in the IDS MUTUAL  FUND GROUP but cannot be
split to make purchases in two or more funds.  Automatic  directed dividends are
available between accounts of any ownership except:

o    Between a non-custodial account and an IRA, or 401(k) plan account or other
     qualified  retirement  account of which American Express Trust Company acts
     as custodian;

o    Between  two  American  Express  Trust  Company  custodial   accounts  with
     different owners (for example, you may not exchange dividends from your IRA
     to the IRA of your spouse); and

o    Between different kinds of custodial  accounts with the same ownership (for
     example,  you may not exchange  dividends from your IRA to your 401(k) plan
     account, although you may exchange dividends from one IRA to another IRA).

Dividends may be directed from accounts  established  under the Uniform Gifts to
Minors Act (UGMA) or Uniform Transfers to Minors Act (UTMA) only into other UGMA
or UTMA accounts with identical ownership.

The Fund's  investment  goal is  described  in its  prospectus  along with other
information, including fees and expense ratios. Before exchanging dividends into
another  fund,  you  should  read that  fund's  prospectus.  You will  receive a
confirmation  that the automatic  directed  dividend service has been set up for
your account.

REJECTION OF BUSINESS

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

<PAGE>

SELLING SHARES

You have a right to sell your shares at any time.  For an  explanation  of sales
procedures, please see the prospectus.

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

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

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

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

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

The Fund has  elected to be  governed  by Rule 18f-1  under the 1940 Act,  which
obligates the Fund to redeem shares in cash, with respect to any one shareholder
during any 90-day  period,  up to the lesser of $250,000 or 1% of the net assets
of the Fund at the beginning of the period.  Although  redemptions  in excess of
this  limitation  would normally be paid in cash, the Fund reserves the right to
make these payments in whole or in part in securities or other assets in case of
an emergency,  or if the payment of a redemption in cash would be detrimental to
the  existing  shareholders  of the Fund as  determined  by the board.  In these
circumstances,  the securities  distributed would be valued as set forth in this
SAI.  Should the Fund distribute  securities,  a shareholder may incur brokerage
fees or other transaction costs in converting the securities to cash.

<PAGE>

PAY-OUT PLANS

You can use any of several  pay-out  plans to redeem your  investment in regular
installments.  If you redeem  Class B shares you may be subject to a  contingent
deferred sales charge as discussed in the prospectus.  While the plans differ on
how the  pay-out  is  figured,  they  all are  based on the  redemption  of your
investment.  Net investment income dividends and any capital gain  distributions
will  automatically be reinvested,  unless you elect to receive them in cash. If
you are redeeming a tax-qualified  plan account for which American Express Trust
Company acts as  custodian,  you can elect to receive your  dividends  and other
distributions in cash when permitted by law. If you redeem an IRA or a qualified
retirement account,  certain  restrictions,  federal tax penalties,  and special
federal income tax reporting requirements may apply. You should consult your tax
advisor about this complex area of the tax law.

Applications  for a  systematic  investment  in a class of the Fund subject to a
sales charge normally will not be accepted while a pay-out plan for any of those
funds is in effect. Occasional investments, however, may be accepted.

To start any of these plans, please write American Express Shareholder  Service,
P.O. Box 534,  Minneapolis,  MN 55440-0534,  or call American Express  Financial
Advisors Telephone Transaction Service at 800-437-3133  (National/Minnesota)  or
612-671-3800  (Mpls./St.  Paul).  Your  authorization  must be  received  in the
Minneapolis  headquarters  at least  five  days  before  the date you want  your
payments to begin.  The initial  payment must be at least $50.  Payments will be
made on a monthly,  bimonthly,  quarterly,  semiannual,  or annual  basis.  Your
choice is effective until you change or cancel it.

The  following  pay-out  plans  are  designed  to take care of the needs of most
shareholders in a way AEFC can handle  efficiently and at a reasonable  cost. If
you need a more irregular  schedule of payments,  it may be necessary for you to
make a series of individual redemptions,  in which case you will have to send in
a separate  redemption request for each pay-out.  The Fund reserves the right to
change or stop any pay-out plan and to stop making such plans available.

Plan #1: Pay-out for a fixed period of time

If you choose this plan, a varying  number of shares will be redeemed at regular
intervals  during the time  period you  choose.  This plan is designed to end in
complete  redemption  of all  shares  in your  account  by the end of the  fixed
period.

Plan #2: Redemption of a fixed number of shares

If you choose this plan,  a fixed  number of shares  will be  redeemed  for each
payment and that amount will be sent to you.  The length of time these  payments
continue is based on the number of shares in your account.

Plan #3: Redemption of a fixed dollar amount

If you decide on a fixed dollar amount,  whatever  number of shares is necessary
to make the payment will be redeemed in regular  installments  until the account
is closed.

Plan #4: Redemption of a percentage of net asset value

Payments  are made  based on a fixed  percentage  of the net asset  value of the
shares in the account  computed on the day of each  payment.  Percentages  range
from 0.25% to 0.75%.  For  example,  if you are on this plan and arrange to take
0.5% each month, you will get $50 if the value of your account is $10,000 on the
payment date.

<PAGE>

   
CAPITAL LOSS CARRYOVER

For federal income tax purposes,  the Fund had total capital loss  carryovers of
$47,884,156  at the end of the most recent  fiscal  year,  that if not offset by
subsequent capital gains will expire as follows:

      2002                      2004                       2005
      ----                      ----                       ----
   $37,164,809               $2,605,565                 $8,113,782

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

<PAGE>

TAXES

If you buy  shares  in the Fund and  then  exchange  into  another  fund,  it is
considered a redemption and subsequent  purchase of shares.  Under the tax laws,
if this  exchange is done  within 91 days,  any sales  charge  waived on Class A
shares on a subsequent  purchase of shares applies to the new shares acquired in
the  exchange.  Therefore,  you  cannot  create a tax loss or  reduce a tax gain
attributable to the sales charge when exchanging shares within 91 days.

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales  load of 5%, you pay  $50.00 in sales  load.  With a NAV of
$9.50 per share,  the value of your  investment  is  $950.00.  Within 91 days of
purchasing  that fund,  you decide to exchange out of that fund, now at a NAV of
$11.00 per share, up from the original NAV of $9.50,  and purchase into a second
fund,  at a NAV of  $15.00  per  share.  The  value  of your  investment  is now
$1,100.00 ($11.00 x 100 shares).  You cannot use the $50.00 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares.  So
instead of having $100.00 gain ($1,100.00 - $1,000.00),  you have a $150.00 gain
($1,100.00 - $950.00).  You can include the $50.00 sales load in the calculation
of your tax gain or loss when you sell shares in the second fund.

If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering  the 5% ($100) initial sales charge  applicable to that $2,000,  you
may be deemed to have exceeded current IRA annual contribution limitations.  You
should consult your tax advisor for further details about this complex subject.

   
The Fund may  purchase  tax-exempt  securities  at a discount  from the price at
which they were originally issued,  especially during periods of rising interest
rates. For federal income tax purposes, some or all of this market discount will
be included in the Fund's  ordinary income and will be taxable income when it is
distributed to you.

If you are a "substantial  user" (or related  person) of facilities  financed by
industrial  development  bonds,  you  should  consult  your tax  advisor  before
investing. The income from such bonds may not be tax-exempt for you.

Interest on private  activity  bonds  generally  issued  after  August 1986 is a
preference item for purposes of the individual and corporate alternative minimum
taxes.  "Private-activity"  (non-governmental  purpose)  municipal bonds include
industrial  revenue  bonds,  student-loan  bonds and  multi-  and  single-family
housing  bonds.  An  exception  is made for  private-activity  bonds  issued for
qualified--501(c)(3)--organizations, including non-profit colleges, universities
and  hospitals.  These  bonds will  continue  to be  tax-exempt  and will not be
subject to the  alternative  minimum tax for  individuals.  To the extent a fund
earns  income  subject to the  alternative  minimum tax, it will flow through to
that fund's  shareholders and may subject some shareholders,  depending on their
tax status,  to the alternative  minimum tax. The Fund reports the percentage of
its  income  earned  from  these  bonds to  shareholders  with  their  other tax
information.
    

<PAGE>

   
State law determines  whether interest income on a particular  municipal bond is
tax-exempt for state tax purposes. It also determines the tax treatment of those
bonds when earned by a mutual fund and paid to the Fund's shareholders. The Fund
will tell you the percentage of interest income from municipal bonds it received
during the year on a  state-by-state  basis.  Your tax  advisor  should help you
report this income for state tax purposes.

All  distributions  of net investment  income during the year will have the same
percentage  designated as tax-exempt.  This annual  percentage is expected to be
substantially  the same as the percentage of tax-exempt  income  actually earned
during any  particular  distribution  period.  For the most  recent  fiscal year
99.86% of the income  distribution  was designated as exempt from federal income
taxes.

Capital gain distributions, if any, received by corporate shareholders should be
treated as  long-term  capital  gains  regardless  of how long they owned  their
shares.  Capital gain  distributions,  if any, received by individuals should be
treated as long-term if held for more than one year.  Short-term  capital  gains
earned by the Fund are paid to  shareholders  as part of their  ordinary  income
dividend and are taxable.

Under  federal tax law, by the end of a calendar  year the Fund must declare and
pay dividends representing 98% of ordinary income for that calendar year and 98%
of net capital gains (both  long-term and  short-term)  for the 12-month  period
ending Oct. 31 of that calendar year. The Fund is subject to an excise tax equal
to 4% of the excess,  if any, of the amount required to be distributed  over the
amount actually distributed. The Fund intends to comply with federal tax law and
avoid any excise tax.
    

This  is  a  brief  summary  that  relates  to  federal  income  taxation  only.
Shareholders  should consult their tax advisor as to the application of federal,
state, and local income tax laws to Fund distributions.

<PAGE>

AGREEMENTS

INVESTMENT MANAGEMENT SERVICES AGREEMENT

AEFC, a wholly-owned  subsidiary of American Express Company,  is the investment
manager for the Fund. Under the Investment Management Services Agreement,  AEFC,
subject  to the  policies  set  by the  board,  provides  investment  management
services.

For its services, AEFC is paid a fee based on the following schedule. Each class
of the Fund pays its proportionate share of the fee.

Assets                       Annual rate at
(billions)                   each asset level
- ---------                    ----------------
First             $1.0             0.490%
Next               1.0             0.465
Next               1.0             0.440
Next               3.0             0.415
Next               3.0             0.390
Over               9.0             0.360

   
On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.44% on an annual  basis.  The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made.

The management fee is paid monthly.  Under the agreement,  the total amount paid
was  $26,484,165  for fiscal year 1998,  $26,174,871  for fiscal year 1997,  and
$27,125,069 for fiscal year 1996.

Under the  agreement,  the Fund  also  pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees;  audit and certain legal
fees;  fidelity bond premiums;  registration  fees for shares;  office expenses;
postage of  confirmations  except  purchase  confirmations;  consultants'  fees;
compensation of board members,  officers and employees;  corporate  filing fees;
organizational   expenses;   expenses   incurred  in  connection   with  lending
securities;  and expenses  properly payable by the Fund,  approved by the board.
Under the agreement,  nonadvisory expenses, net of earnings credits, paid by the
Fund were  $300,758  for fiscal year 1998,  $126,648  for fiscal year 1997,  and
$1,295,944 for fiscal year 1996.
    

Administrative Services Agreement

The  Fund  has an  Administrative  Services  Agreement  with  AEFC.  Under  this
agreement,  the Fund  pays  AEFC for  providing  administration  and  accounting
services. The fee is calculated as follows:

Assets                       Annual rate
(billions)                   each asset level
- ---------                    ----------------
First       $1.0                   0.040%
Next         1.0                   0.035
Next         1.0                   0.030
Next         3.0                   0.025
Next         3.0                   0.020
Over         9.0                   0.020

<PAGE>

   
On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.030% on an annual basis.  The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business  days  prior to the day for which the  calculation  is made.  Under the
agreement, the Fund paid fees of $1,827,691 for fiscal year 1998, $1,803,799 for
fiscal year 1997, and $1,834,276 for fiscal year 1996.
    

Transfer Agency Agreement

The Fund has a Transfer  Agency  Agreement with American  Express Client Service
Corporation   (AECSC).   This  agreement  governs  AECSC's   responsibility  for
administering and/or performing transfer agent functions,  for acting as service
agent in connection with dividend and distribution  functions and for performing
shareholder  account  administration  agent  functions  in  connection  with the
issuance,  exchange and redemption or repurchase of the Fund's shares. Under the
agreement,  AECSC will earn a fee from the Fund  determined by  multiplying  the
number of  shareholder  accounts at the end of the day by a rate  determined for
each class per year and dividing by the number of days in the year. The rate for
Class A and Class Y is $15.50 per year and for Class B is $16.50  per year.  The
fees paid to AECSC may be changed by the board without shareholder approval.

DISTRIBUTION AGREEMENT

AEFA is the Fund's principal  underwriter  (distributor).  The Fund's shares are
offered on a continuous basis.

   
Under a Distribution  Agreement,  sales charges deducted for  distributing  Fund
shares are paid to AEFA daily.  These charges amounted to $10,756,783 for fiscal
year 1998. After paying  commissions to personal financial  advisors,  and other
expenses,  the amount retained was  $1,732,359.  The amounts were $8,673,516 and
$1,506,603 for fiscal year 1997, and  $10,631,633 and $1,834,508 for fiscal year
1996.
    

SHAREHOLDER SERVICE AGREEMENT

The Fund pays a fee for service  provided to shareholders by financial  advisors
and other servicing agents. The fee is calculated at a rate of 0.175% of average
daily net assets for Class A and Class B and 0.10% for Class Y.

PLAN AND AGREEMENT OF DISTRIBUTION

For Class B shares,  to help AEFA defray the cost of distribution and servicing,
not covered by the sales charges received under the Distribution Agreement,  the
Fund and AEFA entered into a Plan and Agreement of  Distribution  (Plan).  These
costs cover almost all aspects of distributing the Fund's shares.

These  costs do not  include  compensation  to the sales  force.  A  substantial
portion of the costs are not specifically  identified to any one fund in the IDS
MUTUAL  FUND  GROUP.  Under the Plan,  AEFA is paid a fee up to actual  expenses
incurred  at an annual  rate of 0.75% of the  Fund's  average  daily net  assets
attributable to Class B shares.

The Plan must be  approved  annually  by the board,  including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such  expenditures were made. The Plan
and any  agreement  related  to it may be  terminated  at any  time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect  financial  interest in the  operation  of the Plan or in any
agreement  related  to the Plan,  or by vote of a  majority  of the  outstanding
voting  securities  of the  Fund's  Class B shares or by AEFA.  The Plan (or any
agreement related to it) will terminate in the event of its assignment,  as that
term is defined in the 1940 Act. The Plan may not be

<PAGE>

   
amended to increase the amount to be spent for distribution  without shareholder
approval, and all material amendments to the Plan must be approved by a majority
of the board  members,  including  a majority  of the board  members who are not
interested  persons of the Fund and who do not have a financial  interest in the
operation  of the  Plan  or any  agreement  related  to it.  The  selection  and
nomination of  disinterested  board members is the  responsibility  of the other
disinterested  board members.  No board member who is not an interested  person,
has any direct or indirect  financial  interest in the  operation of the Plan or
any related agreement. For the most recent fiscal year, under the agreement, the
Fund paid fees of $1,725,801.  The fee is not allocated to any one service (such
as advertising, payments to underwriters, or other uses). However, a significant
portion of the fee is generally used for sales and promotional expenses.
    

Custodian Agreement

The Fund's securities and cash are held by U.S. Bank National  Association,  180
E. Fifth St.,  St.  Paul,  MN  55101-1631,  through a custodian  agreement.  The
custodian  is  permitted  to deposit  some or all of its  securities  in central
depository  systems as allowed by federal law. For its  services,  the Fund pays
the custodian a maintenance  charge and a charge per  transaction in addition to
reimbursing the custodian's out-of-pocket expenses.

ORGANIZATIONAL INFORMATION

The Fund is an open-end management investment company. The Fund headquarters are
at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.

SHARES

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

VOTING RIGHTS

As a shareholder in the Fund, you have voting rights over the Fund's  management
and fundamental  policies.  You are entitled to one vote for each share you own.
Each class, if applicable,  has exclusive  voting rights with respect to matters
for which separate class voting is appropriate  under applicable law. All shares
have  cumulative  voting  rights with respect to the election of board  members.
This  means  that  you have as many  votes  as the  number  of  shares  you own,
including fractional shares, multiplied by the number of members to be elected.

Dividend Rights

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

<PAGE>
<TABLE>
<CAPTION>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED FUNDS IN THE IDS MUTUAL FUND GROUP

                                           Date of         Form of        State of      Fiscal
Fund                                    Organization     Organization   Organization   Year End   Diversified
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
<S>                                    <C>              <C>             <C>           <C>         <C>
IDS Bond Fund, Inc.                       6/27/74,       Corporation       NV/MN         8/31        Yes
                                          6/31/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Discovery Fund, Inc.                  4/29/81,       Corporation       NV/MN         7/31        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Equity Select Fund, Inc.              3/18/57,       Corporation       NV/MN        11/30        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Extra Income Fund, Inc.                8/17/83       Corporation         MN          5/31        Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Federal Income Fund, Inc.              3/12/85       Corporation         MN          5/31        Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Global Series, Inc.                   10/28/88       Corporation         MN         10/31
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Emerging Markets Fund                                                                        Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Global Balanced Fund                                                                         Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Global Bond Fund                                                                              No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Global Growth Fund                                                                           Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Innovations Fund                                                                             Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Growth Fund, Inc.                     5/21/70,       Corporation       NV/MN         7/31
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Growth Fund                                                                                  Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Research Opportunities Fund                                                                  Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS High Yield Tax-Exempt Fund, Inc.      12/21/78,      Corporation       NV/MN        11/30        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS International Fund, Inc.               7/18/84       Corporation         MN         10/31        Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Investment Series, Inc.               1/18/40,       Corporation       NV/MN         9/30
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Diversified Equity Income                                                                    Yes
    Fund
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Mutual                                                                                       Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Managed Retirement Fund, Inc.          10/9/84       Corporation         MN          9/30
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Managed Allocation Fund                                                                      Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Market Advantage Series, Inc.          8/25/89       Corporation         MN          1/31
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Blue Chip Advantage Fund                                                                     Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Small Company Index Fund                                                                     Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Money Market Series, Inc.             8/22/75,       Corporation       NV/MN         7/31
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Cash Management Fund                                                                         Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS New Dimensions Fund, Inc.             2/20/68,       Corporation       NV/MN         7/31        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Precious Metals Fund, Inc.             10/5/84       Corporation         MN          3/31         No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Progressive Fund, Inc.                4/23/68,       Corporation       NV/MN         9/30        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Selective Fund, Inc.                  2/10/45,       Corporation       NV/MN         5/31        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Stock Fund, Inc.                      2/10/45,       Corporation       NV/MN         9/30        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Strategy Fund, Inc.                    1/24/84       Corporation         MN          3/31
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Strategy Aggressive Fund                                                                     Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Equity Value Fund                                                                            Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Tax-Exempt Bond Fund, Inc.            9/30/76,       Corporation       NV/MN        11/31
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Tax-Exempt Bond Fund                                                                         Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Intermediate Tax-Exempt Fund                                                                 Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Tax-Free Money Fund, Inc.             2/29/80,       Corporation       NV/MN        12/31        Yes
                                          6/13/86*
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Utilities Income Fund, Inc.            3/25/88       Corporation         MN          6/30        Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS California Tax-Exempt Trust            4/7/86          Business          MA          6/30
                                                           Trust**
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS California Tax-Exempt Fund                                                                    No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
IDS Special Tax-Exempt Series Trust        4/7/86          Business          MA          6/30
                                                           Trust**
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Insured Tax-Exempt Fund                                                                      Yes
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Massachusetts Tax-Exempt Fund                                                                 No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Michigan Tax-Exempt Fund                                                                      No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Minnesota Tax-Exempt Fund                                                                     No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS New York Tax-Exempt Fund                                                                      No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
    IDS Ohio Tax-Exempt Fund                                                                          No
- -------------------------------------- ---------------- --------------- ------------- ----------- -----------
</TABLE>

*    Date merged into a Minnesota corporation incorporated on 4/7/86.
**   Under  Massachusetts  law,  shareholders  of a business  trust  may,  under
     certain  circumstances,  be held  personally  liable  as  partners  for its
     obligations. However, the risk of a shareholder incurring financial loss on
     account of shareholder  liability is limited to  circumstances in which the
     trust itself is unable to meet its obligations.

<PAGE>

BOARD MEMBERS AND OFFICERS

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

The following is a list of the Fund's board members.  They serve 15 Master Trust
portfolios and 47 IDS and IDS Life funds (except for William H. Dudley, who does
not serve on the nine IDS Life fund boards).

H. Brewster Atwater, Jr.+'
Born in 1931
4900 IDS Tower
Minneapolis, MN

Retired  chairman and chief executive  officer,  General Mills,  Inc.  Director,
Merck & Co., Inc. and Darden Restaurants, Inc.

   
Arne H. Carlson+*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN

Former two-term Governor for Minnesota.
    

Lynne V. Cheney'
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W. Washington, D.C.

Distinguished  Fellow AEI. Former Chair of National Endowment of the Humanities.
Director,  The Reader's  Digest  Association  Inc.,  Lockheed-Martin,  and Union
Pacific Resources.

William H. Dudley**
Born in 1932
2900 IDS Tower
Minneapolis, MN

Senior advisor to the chief executive officer of AEFC.

David R. Hubers+**
Born in 1943
2900 IDS Tower
Minneapolis, MN

President, chief executive officer and director of AEFC.

Heinz F. Hutter+
Born in 1929
P.O. Box 2187
Minneapolis, MN

Retired president and chief operating officer, Cargill,  Incorporated (commodity
merchants and processors).

<PAGE>

Anne P. Jones'
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD

Attorney  and  telecommunications   consultant.  Former  partner,  law  firm  of
Sutherland,  Asbill & Brennan.  Director,  Motorola, Inc.  (electronics),  C-Cor
Electronics, Inc., and Amnex, Inc. (communications).

William R. Pearce+*
Born in 1927
901 S. Marquette Ave.
Minneapolis, MN

Chairman  of the board,  Board  Services  Corporation  (provides  administrative
services to boards).  Director,  trustee  and officer of  registered  investment
companies  whose boards are served by the company.  Retired vice chairman of the
board, Cargill, Incorporated (commodity merchants and processors).

Alan K. Simpson'
Born in 1931
1201 Sunshine Ave.
Cody, WY

Former three-term United States Senator for Wyoming. Former Assistant Republican
Leader,  U.S.  Senate.   Director,   PacifiCorp   (electric  power)  and  Biogen
(pharmaceuticals).

Edson W. Spencer+
Born in 1926
4900 IDS Center
80 S. 8th St.
Minneapolis, MN

President,  Spencer Associates Inc. (consulting).  Retired chairman of the board
and chief executive officer,  Honeywell Inc. Director, Boise Cascade Corporation
(forest products). Member of International Advisory Council of NEC (Japan).

John R. Thomas**
Born in 1937
2900 IDS Tower
Minneapolis, MN

Senior vice president of AEFC.

Wheelock Whitney+
Born in 1926
1900 Foshay Tower
821 Marquette Ave.
Minneapolis, MN

Chairman, Whitney Management Company (manages family assets).

<PAGE>

C. Angus Wurtele
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN

Chairman  of  the  board  and  retired  chief  executive  officer,  The  Valspar
Corporation (paints). Director, Bemis Corporation (packaging), Donaldson Company
(air cleaners & mufflers), and General Mills, Inc.
(consumer foods).

+ Member of executive committee.
' Member of joint audit committee.
* Interested person by reason of being an officer and employee of the Fund.
**Interested person by reason of being an officer, board member, employee and/or
shareholder of AEFC or American Express.

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

In addition to Mr. Pearce,  who is chairman of the board and Mr. Thomas,  who is
president, the Fund's other officers are:

Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN

President of Board Services  Corporation.  Vice  president,  general counsel and
secretary for the Fund.

Officers who also are officers and employees of AEFC:

Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN

Director    and    senior    vice    president-investments    of   AEFC.    Vice
president-investments for the Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.

   
Stuart A. Sedlacek
Born in 1957
IDS Tower 10
Minneapolis, MN

Senior vice  president and chief  financial  officer of AEFC since January 1998.
Vice president-assured assets of AEFC from 1994 to 1997. Treasurer for the Fund.
    

<PAGE>

COMPENSATION FOR BOARD MEMBERS

   
During the most recent  fiscal  year,  the  independent  members of the Fund and
Portfolio  boards,  for  attending  up to 28 meetings,  received  the  following
compensation:
    

<TABLE>
<CAPTION>
                               Compensation Table

   
                                                                                   Total cash compensation
                                                                                   from the IDS MUTUAL
                                                                                   FUND GROUP and Preferred
Board member                  Aggregate compensation    Aggregate compensation     Master Trust Group
                              from the Fund             from the Portfolio
<S>                               <C>                        <C>                       <C>     
H. Brewster Atwater, Jr.          $2,017                     $3,300                    $105,900
- -----------------------------
Lynne V. Cheney                    1,858                      3,213                      95,400
- -----------------------------
Heinz F. Hutter                    1,942                      3,225                     101,400
- -----------------------------
Anne P. Jones                      2,069                      3,436                     107,900
- -----------------------------
Alan K. Simpson                    1,808                      3,163                      92,400
- -----------------------------
Edson W. Spencer                   2,033                      3,317                     106,900
- -----------------------------
Wheelock Whitney                   1,992                      3,275                     104,400
- -----------------------------
C. Angus Wurtele                   2,192                      3,475                     116,400
</TABLE>
    

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

INDEPENDENT AUDITORS

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

<PAGE>

                                    APPENDIX

                             DESCRIPTION OF RATINGS


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

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

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

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

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

         o    Nature of and provisions of the obligation.

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

Investment Grade

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

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

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

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

Speculative grade

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

<PAGE>

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

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

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

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

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

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

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


                         Moody's Long-Term Debt Ratings

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

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

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

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

<PAGE>

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

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

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

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

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


                   Fitch Investors Service, Inc. Bond Ratings

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                   Duff & Phelps, Inc. Long-Term Debt Ratings

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

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

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

<TABLE>
<CAPTION>

 Rating Scale               Definition
 -------------------------- --------------------------------------------------------------------------------
<S>                         <C>
 AAA                        Highest  credit   quality.   The  risk  factors  are
                            negligible,   being  only  slightly  more  than  for
                            risk-free U.S. Treasury debt.
 -------------------------- --------------------------------------------------------------------------------

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

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

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

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

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

<PAGE>

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

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

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

 DP                         Preferred stock with dividend arrearages.
 -------------------------- --------------------------------------------------------------------------------
</TABLE>


                                       IBCA Long-Term Debt Ratings

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

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

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

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

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

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

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

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

C        Obligations that are currently in default.

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

<PAGE>

                                Thomson Bank Watch Long-Term Debt Ratings

Investment Grade

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

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

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

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

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

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

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

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

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

D                     (LC-D) Default.


                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

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

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

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

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

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

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

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

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


                         Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

         SP-3     Speculative capacity to pay principal and interest.


                           Moody's Short-Term Ratings

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

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

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

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

<PAGE>

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

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


                Fitch Investors Service, Inc. Short-Term Ratings

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

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

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

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

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

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

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

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

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


                               Duff & Phelps, Inc. Short-Term Debt Ratings

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

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

<PAGE>

         Rating Scale:       Definition
 
                             High Grade
 

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

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

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

                             Good Grade

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

                             Satisfactory Grade

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

                             Non-Investment Grade

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

                             Default

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


                   Thomson BankWatch (TBW) Short-Term Ratings

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

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

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

<PAGE>

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

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


                             IBCA Short-Term Ratings

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

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

          A2        Obligations   supported  by  a  good   capacity  for  timely
                    repayment.

          A3        Obligations  supported by a satisfactory capacity for timely
                    repayment.

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

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


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

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

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

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

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

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

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

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

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

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS 
IDS HIGH YIELD TAX-EXEMPT FUND, INC.

We have audited the accompanying statement of assets and liabilities of IDS High
Yield Tax-Exempt  Fund, Inc. as of November 30, 1998, and the related  statement
of  operations  for the year then  ended and the  statements  of  changes in net
assets for each of the years in the two-year period ended November 30, 1998, and
the financial  highlights  for each of the years in the  five-year  period ended
November 30, 1998. These financial  statements and the financial  highlights are
the  responsibility  of fund  management.  Our  responsibility  is to express an
opinion on these financial  statements and the financial highlights based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of IDS High Yield Tax-Exempt Fund,
Inc. at November 30, 1998, and the results of its operations, changes in its net
assets  and  the  financial  highlights  for the  periods  stated  in the  first
paragraph above, in conformity with generally accepted accounting principles.




/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 8, 1999



<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
IDS High Yield Tax-Exempt Fund, Inc.

Nov. 30, 1998

Assets
<S>                                                                                                     <C>           
Investment in Tax-Free High Yield Portfolio (Note 1)                                                    $6,004,803,745
                                                                                                        --------------
Liabilities
Dividends payable to shareholders                                                                            5,341,638
Accrued distribution fee                                                                                        16,547
Accrued service fee                                                                                             86,081
Accrued transfer agency fee                                                                                     19,292
Accrued administrative services fee                                                                             14,770
Other accrued expenses                                                                                          89,984
                                                                                                                ------
Total liabilities                                                                                            5,568,312
                                                                                                             ---------
Net assets applicable to outstanding capital stock                                                      $5,999,235,433
                                                                                                        ==============

Represented by
Capital stock-- $.01 par value (Note 1)                                                                 $   12,809,228
Additional paid-in capital                                                                               5,481,962,955
Undistributed net investment income                                                                            568,578
Accumulated net realized gain (loss) (Note 4)                                                             (114,913,135)
Unrealized appreciation (depreciation) on investments                                                      618,807,807
                                                                                                           -----------
Total-- representing net assets applicable to outstanding capital stock                                 $5,999,235,433
                                                                                                        ==============
Net assets applicable to outstanding shares:                      Class A                               $5,722,109,684
                                                                  Class B                               $  269,671,392
                                                                  Class Y                               $    7,454,357
Net asset value per share of outstanding capital stock:           Class A shares     1,221,749,373      $         4.68
                                                                  Class B shares        57,581,436      $         4.68
                                                                  Class Y shares         1,592,015      $         4.68

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
IDS High Yield Tax-Exempt Fund, Inc.

Year ended Nov. 30, 1998

Investment income
Income:
<S>                                                                                                       <C>         
Interest                                                                                                  $375,293,898
                                                                                                          ------------
Expenses (Note 2):
Expenses allocated from Tax-Free High Yield Portfolio                                                       26,795,359
Distribution fee -- Class B                                                                                  1,725,801
Transfer agency fee                                                                                          2,401,052
Incremental transfer agency fee-- Class B                                                                        8,938
Service fee
    Class A                                                                                                  9,974,466
    Class B                                                                                                    399,967
    Class Y                                                                                                      5,153
Administrative services fees and expenses                                                                    1,827,691
Compensation of board members                                                                                   15,909
Postage 365,881
Registration fees                                                                                               62,453
Reports to shareholders                                                                                          7,857
Audit fees                                                                                                      11,750
Other                                                                                                           11,477
                                                                                                                ------
Total expenses                                                                                              43,613,754
    Earnings credits on cash balances (Note 2)                                                                (489,422)
                                            -                                                                 -------- 
Total net expenses                                                                                          43,124,332
                                                                                                            ----------
Investment income (loss) -- net                                                                            332,169,566
                                                                                                           -----------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
    Security transactions                                                                                    3,879,140
    Financial futures contracts                                                                             (8,961,291)
                                                                                                            ---------- 
Net realized gain (loss) on investments                                                                     (5,082,151)
Net change in unrealized appreciation (depreciation) on investments                                         61,776,386
                                                                                                            ----------
Net gain (loss) on investments                                                                              56,694,235
                                                                                                            ----------
Net increase (decrease) in net assets resulting from operations                                           $388,863,801
                                                                                                          ------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
IDS High Yield Tax Exempt Fund, Inc.

Year ended Nov. 30,                                                                           1998                1997

Operations and distributions
<S>                                                                               <C>                 <C>             
Investment income (loss)-- net                                                    $    332,169,566    $    346,040,291
Net realized gain (loss) on investments                                                 (5,082,151)        (34,199,942)
Net change in unrealized appreciation (depreciation) on investments                     61,776,386         137,305,411
                                                                                        ----------         -----------
Net increase (decrease) in net assets resulting from operations                        388,863,801         449,145,760
                                                                                       -----------         -----------
Distributions to shareholders from:
    Net investment income
        Class A                                                                       (320,696,664)       (337,662,833)
        Class B                                                                        (11,052,190)         (8,167,910)
        Class Y                                                                           (291,004)           (311,325)
                                                                                          --------            -------- 
Total distributions                                                                   (332,039,858)       (346,142,068)
                                                                                      ------------        ------------ 

Capital share transactions (Note 3)
Proceeds from sales
        Class A shares (Note 2)                                                      2,190,389,184       1,249,451,657
        Class B shares                                                                 103,906,651          72,253,356
        Class Y shares                                                                  15,951,744          29,199,158
Reinvestment of distributions at net asset value
        Class A shares                                                                 217,522,599         231,303,569
        Class B shares                                                                   8,764,909           6,572,876
        Class Y shares                                                                         705                 687
Payments for redemptions
        Class A shares                                                              (2,525,842,128)     (1,795,576,283)
        Class B shares (Note 2)                                                        (35,324,448)        (30,024,379)
        Class Y shares                                                                 (17,386,399)        (41,363,058)
                                                                                       -----------         ----------- 
Increase (decrease) in net assets from capital share transactions                      (42,017,183)       (278,182,417)
                                                                                       -----------        ------------ 
Total increase (decrease) in net assets                                                 14,806,760        (175,178,725)
Net assets at beginning of year                                                      5,984,428,673       6,159,607,398
                                                                                     -------------       -------------
Net assets at end of year                                                          $ 5,999,235,433     $ 5,984,428,673
                                                                                   ===============     ===============
Undistributed net investment income                                                $       568,578     $       488,411
                                                                                   ---------------     ---------------

See accompanying notes to financial statements.


</TABLE>

<PAGE>


Notes to Financial Statements

IDS High Yield Tax-Exempt Fund, Inc.


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund is registered under the Investment  Company Act of 1940 (as amended) as
a diversified,  open-end management  investment company. The Fund has 10 billion
authorized shares of capital stock.

The Fund offers  Class A, Class B and Class Y shares.  
o Class A shares are sold with a front-end sales charge.
o Class B shares  may be  subject  to a  contingent  deferred  sales  charge and
  automatically  convert  to Class A shares  during  the  ninth  calendar  year 
  of ownership.  
o Class Y  shares  have no  sales  charge  and are  offered  only to qualifying 
  institutional investors.

All classes of shares have identical  voting,  dividend and liquidation  rights.
The  distribution  fee,  transfer  agency fee and  service  fee (class  specific
expenses)  differs among classes.  Income,  expenses  (other than class specific
expenses)  and  realized  and  unrealized  gains or  losses on  investments  are
allocated to each class of shares based upon its relative net assets.

Investment in Tax-Free High Yield Portfolio
Effective  May 13,  1996,  the Fund  began  investing  all of its  assets in the
Tax-Free  High Yield  Portfolio  (the  Portfolio),  a series of Tax-Free  Income
Trust, an open-end  investment company that has the same objectives as the Fund.
This was  accomplished  by  transferring  the Fund's  assets to the Portfolio in
return for a proportionate  ownership  interest in the Portfolio.  Tax-Free High
Yield Portfolio invests  primarily in medium- and lower-quality  bonds and other
debt obligations.

The Fund  records  daily  its  share of the  Portfolio's  income,  expenses  and
realized  and  unrealized  gains and losses.  The  financial  statements  of the
Portfolio  are  included  elsewhere  in  this  report  and  should  be  read  in
conjunction with the Fund's financial statements.

The Fund records its  investment  in the Portfolio at the value that is equal to
the Fund's  proportionate  ownership interest in the Portfolios' net assets. The
percentage  of the  Portfolio  owned by the Fund at Nov.  30,  1998 was  99.99%.
Valuation  of  securities  held by the  Portfolio  is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

Use of estimates
Preparing  financial  statements that conform to generally  accepted  accounting
principles   requires   management  to  make  estimates  (e.g.,  on  assets  and
liabilities) that could differ from actual results.

Federal taxes
The Fund's  policy is to comply with all sections of the  Internal  Revenue Code
that  apply to  regulated  investment  companies  and to  distribute  all of its
taxable income to the  shareholders.  No provision for income or excise taxes is
thus required.

Net  investment  income  (loss) and net realized  gains  (losses) may differ for
financial  statement and tax purposes  primarily  because of deferred  losses on
certain futures  contracts and losses deferred due to "wash sale"  transactions.
The character of distributions  made during the year from net investment  income
or net  realized  gains may differ  from  their  ultimate  characterization  for
federal income tax purposes.  Also, due to the timing of dividend distributions,
the fiscal year in which amounts are  distributed  may differ from the year that
the income or realized gains (losses) were recorded by the Fund.

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences,  undistributed  net investment income has been decreased by $49,541
and  accumulated  net realized loss has been increased by $9,754  resulting in a
net reclassification adjustment to increase paid-in capital by $59,295.

Dividends to shareholders
Dividends from net investment  income,  declared daily and payable monthly,  are
reinvested  in  additional  shares of the Fund at net asset  value or payable in
cash. Capital gains, when available,  are distributed along with the last income
dividend of the calendar year.


2. EXPENSES AND SALES CHARGES

In addition to the expenses  allocated from the Portfolio,  the Fund accrues its
own expenses as follows:

Effective  March 20, 1995,  the Fund entered  into an  agreement  with  American
Express Financial Corporation (AEFC) to provide administrative  services.  Under
its  Administrative   Services   Agreement,   the  Fund  pays  AEFC  a  fee  for
administration  and  accounting  services at a percentage of the Fund's  average
daily  net  assets  in  reducing  percentages  from  0.04%  to  0.02%  annually.
Additional administrative service expenses paid by the Fund are office expenses,
consultants'  fees and  compensation  of  officers  and  employees.  Under  this
agreement,  the Fund also pays taxes, audit and certain legal fees, registration
fees for shares,  compensation of board members,  corporate  filing fees and any
other expenses properly payable by the Fund and approved by the board.

Under a separate  Transfer  Agency  Agreement,  American  Express Client Service
Corporation (AECSC) maintains  shareholder  accounts and records.  The Fund pays
AECSC an annual fee per shareholder account for this service as follows:

o  Class A $15.50
o  Class B $16.50
o  Class Y $15.50

Also effective  March 20, 1995, the Fund entered into  agreements  with American
Express Financial Advisors Inc. for distribution and shareholder services. Under
a Plan and Agreement of  Distribution,  the Fund pays a  distribution  fee at an
annual  rate of 0.75% of the Fund's  average  daily net assets  attributable  to
Class B shares for distribution services.

Under a Shareholder Service Agreement,  the Fund pays a fee for service provided
to shareholders by financial  advisors and other  servicing  agents.  The fee is
calculated  at a  rate  of  0.175%  of  the  Fund's  average  daily  net  assets
attributable to Class A and Class B shares and 0.10% of the Fund's average daily
net assets attributable to Class Y shares.

Sales  charges  received  by  American  Express  Financial   Advisors  Inc.  for
distributing  Fund shares were  $10,426,591 for Class A and $330,192 for Class B
for the year ended Nov.  30,  1998.  

During the year ended Nov.  30,  1998,  the  Fund's  transfer  agency  fees were
reduced  by  $489,422  as a result  of  earnings  credits  from  overnight  cash
balances.
<TABLE>
<CAPTION>


3. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock for the years indicated are as follows:

                                                                             Year ended Nov. 30, 1998
                                                           Class A                   Class B                 Class Y
<S>                                                    <C>                        <C>                      <C>      
Sold                                                   468,619,472                22,219,938               3,428,457
Issued for reinvested distributions                     46,549,715                 1,875,641                     151
Redeemed                                              (539,880,213)               (7,554,155)             (3,697,495)
                                                      ------------                ----------              ---------- 
Net increase (decrease)                                (24,711,026)               16,541,424                (268,887)


                                                                            Year ended Nov. 30, 1997
                                                          Class A                   Class B                  Class Y
Sold                                                   273,106,758                15,867,346               6,431,214
Issued for reinvested distributions                     50,812,160                 1,442,620                     151
Redeemed                                              (393,208,181)               (6,596,087)             (9,080,510)
                                                      ------------                ----------              ---------- 
Net increase (decrease)                                (69,289,263)               10,713,879              (2,649,145)

</TABLE>
<PAGE>

4. CAPITAL LOSS CARRYOVER

For  federal  income tax  purposes,  the Fund has a capital  loss  carryover  of
$47,884,156  at Nov.  30,  1998,  that will expire in 2002  through  2005 if not
offset by subsequent  capital  gains.  It is unlikely the board will authorize a
distribution of any net realized capital gains until the available  capital loss
carryover has been offset or expires.


5. BANK BORROWINGS

The Fund entered into a revolving credit agreement with U.S. Bank, N.A., whereby
the Fund is  permitted  to have  bank  borrowings  for  temporary  or  emergency
purposes to fund shareholder redemptions.  The Fund must have asset coverage for
borrowings not to exceed the aggregate of 333% of advances equal to or less than
5 business days plus 367% of advances over 5 business days. The agreement, which
enables the Fund to participate with other IDS Funds,  permits  borrowings up to
$200  million,  collectively.  Interest  is  charged  to each Fund  based on its
borrowings  at a  rate  equal  to the  Federal  Funds  Rate  plus  0.30%  or the
Eurodollar Rate (Reserve  Adjusted) plus 0.20%.  Borrowings are payable up to 90
days after such loan is executed.  The Fund also pays a commitment  fee equal to
its pro rata  share of the  amount  of  credit  facility  at a rate of 0.05% per
annum.  The Fund had no  borrowings  outstanding  during the year ended Nov. 30,
1998.


6. FINANCIAL HIGHLIGHTS

"Financial highlights" showing per share data and selected financial information
is presented on pages 29 and 30 of the prospectus.


<PAGE>

Independent Auditors' Report

THE BOARD OF TRUSTREES AND UNITHOLDERS
TAX-FREE INCOME TRUST

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities,  of Tax-Free High Yield  Portfolio (a
series of Tax-Free Income Trust) as of November 30, 1998, the related  statement
of  operations  for the year then  ended and the  statements  of  changes in net
assets for each of the years in the  two-year  period  ended  November 30, 1998.
These financial statements are the responsibility of portfolio  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Tax-Free High Yield Portfolio
at November 30, 1998,  and the results of its  operations and the changes in its
net assets for the periods stated in the first  paragraph  above,  in conformity
with generally accepted accounting principles.



/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 8, 1999

<PAGE>

Financial Statements

Statement of assets and liabilities
Tax-Free High Yield Portfolio

Nov. 30, 1998

Assets
Investments in securities, at value (Note 1)
    (identified cost $5,285,205,796)                         $5,904,062,280
Accrued interest receivable                                     110,837,009
Receivable for investment securities sold                         2,480,000
                                                                  ---------
Total assets                                                  6,017,379,289
                                                              -------------

Liabilities
Disbursements in excess of cash on demand deposit                   831,659
Payable for investment securities purchased                      10,599,592
Accrued investment management services fee                          216,673
Other accrued expenses                                               36,407
                                                                     ------
Total liabilities                                                11,684,331
                                                                 ----------
Net assets                                                   $6,005,694,958
                                                             ==============

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
Tax-Free High Yield Portfolio

Year ended Nov. 30, 1998

Investment income
Income:
<S>                                                                                                       <C>         
Interest                                                                                                  $375,334,322
                                                                                                          ------------
Expenses (Note 2):
Investment management services fee                                                                          26,484,165
Compensation of board members                                                                                   26,404
Custodian fees                                                                                                 183,131
Audit fees                                                                                                      35,250
Other                                                                                                           71,718
                                                                                                                ------
Total expenses                                                                                              26,800,668
    Earnings credits on cash balances (Note 2)                                                                  (1,650)
                                                                                                                ------ 
Total net expenses                                                                                          26,799,018
                                                                                                            ----------
Investment income (loss) -- net                                                                            348,535,304
                                                                                                           -----------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
    Security transactions (Note 3)                                                                           3,877,026
    Financial futures contracts                                                                             (8,962,494)
                                                                                                            ---------- 
Net realized gain (loss) on investments                                                                     (5,085,468)
Net change in unrealized appreciation (depreciation) on investments                                         61,787,273
                                                                                                            ----------
Net gain (loss) on investments                                                                              56,701,805
                                                                                                            ----------
Net increase (decrease) in net assets resulting from operations                                           $405,237,109
                                                                                                          ------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
Tax-Free High Yield Portfolio

Year ended Nov. 30,                                                                           1998                1997

Operations
<S>                                                                                <C>                 <C>            
Investment income (loss)-- net                                                     $   348,535,304     $   361,599,248
Net realized gain (loss) on investments                                                 (5,085,468)        (34,205,753)
Net change in unrealized appreciation (depreciation) on investments                     61,787,273         137,325,053
                                                                                        ----------         -----------
Net increase (decrease) in net assets resulting from operations                        405,237,109         464,718,548
Net contributions (withdrawals) from partners                                         (387,941,646)       (640,111,208)
                                                                                      ------------        ------------ 
Total increase (decrease) in net assets                                                 17,295,463        (175,392,660)
Net assets at beginning of year                                                      5,988,399,495       6,163,792,155
                                                                                     -------------       -------------
Net assets at end of year                                                           $6,005,694,958      $5,988,399,495
                                                                                    ==============      ==============

See accompanying notes to financial statements.


</TABLE>

<PAGE>

Notes to Financial Statements

Tax-Free High Yield Portfolio

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Tax-Free High Yield  Portfolio  (the  Portfolio) is a series of Tax-Free  Income
Trust (the Trust) and is registered under the Investment Company Act of 1940 (as
amended) as a diversified, open-end management investment company. Tax-Free High
Yield Portfolio invests  primarily in medium- and lower-quality  bonds and other
debt  obligations.  The  Declaration  of Trust  permits  the  Trustees  to issue
non-transferable interests in the Portfolio.

The Portfolios' significant accounting policies are summarized below:

Use of estimates
Preparing  financial  statements that conform to generally  accepted  accounting
principles   requires   management  to  make  estimates  (e.g.,  on  assets  and
liabilities) that could differ from actual results.

Valuation of securities
All securities are valued at the close of each business day.  Securities  traded
on national  securities  exchanges  or included in national  market  systems are
valued at the last quoted sales price.  Debt securities are generally  traded in
the  over-the-counter  market and are valued at a price that reflects fair value
as quoted by dealers in these  securities or by an independent  pricing service.
Securities for which market  quotations are not readily  available are valued at
fair value according to methods selected in good faith by the board.  Short-term
securities  maturing in more than 60 days from the valuation  date are valued at
the market price or approximate  market value based on current  interest  rates;
those maturing in 60 days or less are valued at amortized cost.

Option transactions
To produce incremental earnings, protect gains and facilitate buying and selling
of  securities  for  investments,  the  Portfolio  may buy and sell put and call
options and write covered call options on portfolio  securities as well as write
cash-secured  put  options.  The  risk in  writing  a call  option  is that  the
Portfolio  gives  up the  opportunity  for  profit  if the  market  price of the
security  increases.  The risk in writing a put option is that the Portfolio may
incur a loss if the market  price of the  security  decreases  and the option is
exercised.  The risk in buying an  option is that the  Portfolio  pays a premium
whether or not the option is exercised.  The Portfolio  also has the  additional
risk of being unable to enter into a closing  transaction if a liquid  secondary
market does not exist.  The Portfolio may write  over-the-counter  options where
completing the obligation depends upon the credit standing of the other party.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized appreciation or depreciation is recorded. The Portfolio
will realize a gain or loss when the option transaction  expires or closes. When
options on debt securities or futures are exercised,  the Portfolio will realize
a gain or loss.  When other options are  exercised,  the proceeds on sales for a
written call option, the purchase cost for a written put option or the cost of a
security for a purchased put or call option is adjusted by the amount of premium
received or paid.

Futures transactions
To gain exposure to or protect itself from market changes, the Portfolio may buy
and sell financial futures  contracts.  Risks of entering into futures contracts
and related  options  include the  possibility of an illiquid  market and that a
change in the value of the contract or option may not correlate  with changes in
the value of the underlying securities.

Upon  entering  into a futures  contract,  the  Portfolio is required to deposit
either  cash or  securities  in an amount  (initial  margin)  equal to a certain
percentage of the contract value.  Subsequent  payments  (variation  margin) are
made or received by the Portfolio  each day. The variation  margin  payments are
equal to the daily changes in the contract  value and are recorded as unrealized
gains and losses.  The  Portfolio  recognizes  a realized  gain or loss when the
contract is closed or expires.

Securities purchased on a when-issued basis
Delivery and payment for securities that have been purchased by the Portfolio on
a forward-commitment or when-issued basis can take place one month or more after
the transaction date. During this period,  such securities are subject to market
fluctuations  and they may affect the  Portfolio's  net assets the same as owned
securities.  The Portfolio designates cash or liquid high-grade  short-term debt
securities at least equal to the amount of its  commitment.  As of Nov. 30, 1998
the Portfolio had entered into outstanding when-issued or forward-commitments of
$7,669,520.

Federal taxes
For federal  income tax purposes the Portfolio  qualifies as a  partnership  and
each  investor  in the  Portfolio  is treated as the owner of its  proportionate
share of the net assets, income,  expenses and realized and unrealized gains and
losses of the Portfolio.  As a "pass-through"  entity,  the Portfolio  therefore
does not pay any income dividends or capital gain distributions.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Interest  income,  including  level-yield  amortization  of  premium  and
discount, is accrued daily.


2. FEES AND EXPENSES

The Trust, on behalf of the Portfolio, has entered into an Investment Management
Services  Agreement with AEFC for managing its portfolio.  Under this agreement,
AEFC determines which securities will be purchased, held or sold. The management
fee is a  percentage  of the  Portfolio's  average  daily net assets in reducing
percentages from 0.49% to 0.36% annually.

Under the  agreement,  the Trust  also pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees,  audit and certain legal
fees,  fidelity bond premiums,  registration  fees for units,  office  expenses,
consultants' fees, compensation of trustees, corporate filing fees and any other
expenses properly payable by the Trust or Portfolio and approved by the board.

During the year ended Nov. 30, 1998, the Portfolio's custodian fees were reduced
by $1,650 as a result of earnings credits from overnight cash balances.

According to a Placement Agency Agreement,  American Express Financial  Advisors
Inc. acts as placement agent of the Trust's units.


3. SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations)  aggregated  $852,223,946 and $817,753,955,  respectively,  for the
year ended Nov. 30, 1998. For the same period,  the portfolio  turnover rate was
14%. Realized gains and losses are determined on an identified cost basis.

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

Tax-Free High Yield Portfolio
Nov. 30, 1998

(Percentages represent value of investment compared to net assets)

Municipal bonds (96.8%)
Name of issuer and                                              Coupon            Principal                   Value(a)
title of issue(b,g)                                              rate               amount

Alabama (0.2%)
Baldwin County Eastern Shore Health Care Authority
    Hospital Revenue Bonds Thomas Hospital Series 1991
<S>     <C>                                                      <C>              <C>                        <C>       
        04-01-16                                                 8.50%            $4,765,000                 $5,349,141
Camden Industrial Development Board Solid Waste Disposal Revenue Bonds MacMillan
    Bloedel Series 1991A A.M.T.
        04-01-19                                                 7.75              8,500,000                  9,106,305
Total                                                                                                        14,455,446

Alaska (0.2%)
Industrial Development & Exploration Authority
    Electric Power Revenue Bonds
    Upper Lynn Canal Regional Power
    Series 1997 A.M.T.
        01-01-18                                                 5.80                830,000                    832,913
        01-01-32                                                 5.88              1,800,000                  1,806,588
North Slope Borough General Obligation Bonds
    Zero Coupon Series 1994B (CGIC Insured)
        06-30-04                                                 7.05              7,000,000(d)               5,568,500
        06-30-05                                                 7.15              7,000,000(d)               5,317,410
Total                                                                                                        13,525,411

Arizona (1.2%)
Chandler Industrial Development Authority
    Beverly Enterprises Series 1994
        09-01-08                                                 7.63              2,660,000                  2,771,826
Flagstaff Industrial Development Authority
    Lifecare Revenue Bonds Northern Arizona
    Senior Living Community Series 1998
        09-01-28                                                 6.20              5,020,000                  4,985,011
        09-01-38                                                 6.30              6,165,000                  6,098,603
Maricopa County Hospital System Revenue Bonds
    Samaritan Health Services Series 1981
        01-01-08                                                12.00                255,000                    401,888
Maricopa County Industrial Development Authority
    Multi-family Housing Revenue Bonds Series B
        07-01-26                                                 7.38              2,295,000                  2,782,481
Maricopa County Industrial Development Authority
    Senior Living Facilities Revenue Bonds Series 1997A
        04-01-27                                                 7.88             15,000,000                 16,444,649
Maricopa County Pollution Control Refunding
    Revenue Bonds Palo Verde Public Service
        08-15-23                                                 6.38              3,500,000                  3,686,550
Navajo Industrial Development Authority Revenue Bonds
    Stone Container Corporation Series 1997 A.M.T.
        06-01-27                                                 7.20              3,000,000                  3,357,630
Phoenix Civic Improvement Waste Water System
    Lease Refunding Revenue Bonds
        07-01-18                                                 5.00              5,000,000                  5,028,000
Phoenix Industrial Development Authority
    Refunding Revenue Bonds Christian Care Apartments
        01-01-26                                                 6.50              9,525,000                 10,278,237
PimaCounty Industrial  Development Authority  Multi-family Housing Revenue Bonds
    Las Villas De Kino Apartments Series 1997 A.M.T.
        08-01-29                                                 6.90              7,000,000                  7,201,390
Pima County Industrial Development Authority
    Revenue Bonds LaPosada Park Centre Series 1996A
        05-15-27                                                 7.00              5,750,000                  6,173,200
Scottsdale Industrial Development Authority
    Beverly Enterprises Series 1994
        09-01-08                                                 7.63              2,940,000                  3,063,833
Total                                                                                                        72,273,298

Arkansas (0.1%)
PopeCounty Solid Waste  Disposal  Revenue  Bonds  Arkansas  Power & Light Series
    1991 A.M.T.
        01-01-21                                                 8.00              3,250,000                  3,512,990

California (9.1%)
ABAG Financial Authority for Nonprofit Corporations
    Certificate of Participation International School
    Series 1996
        05-01-26                                                 7.38              8,000,000                  8,504,160
Anaheim Public Financing Authority Lease
    Capital Appreciation Revenue Bonds
    Zero Coupon (FSA Insured)
        09-01-26                                                 5.08              4,430,000(d)               1,074,142
        09-01-27                                                 5.08             17,860,000(d)               4,112,801
        09-01-28                                                 5.08              8,835,000(d)               1,932,038
Community Development Authority Health Facilities
    Unihealth America Certificate of Participation
    Series 1993 Inverse Floater (AMBAC Insured)
        10-01-11                                                 7.77             22,400,000(c)              27,328,000
Contra Costa County Residential Rent Facility
    Multi-family Housing Revenue Bonds Cypress Meadows
    Series 1998E A.M.T.
        09-01-28                                                 7.00              5,000,000                  4,983,750
East Bay Municipal Utility District Water Revenue Bonds
    Series 1993 Inverse Floater (MBIA Insured)
        06-01-08                                                 6.12             15,500,000(c)              17,263,125
Foothill/Eastern Transportation Corridor Agency
    Toll Road Revenue Bonds Series 1995A
        01-01-35                                                 5.00             41,070,000                 39,413,647
Fresno Health Facility Refunding Revenue Bonds
    Holy Cross Health System (MBIA Insured)
        12-01-13                                                 5.63              3,000,000                  3,254,010
Irwindale Redevelopment Agency Subordinate Lien
    Tax Allocation Bonds
        12-01-26                                                 7.05              5,750,000                  6,429,765
Lake Elsinore Public Financing Authority
    Local Agency Revenue Bonds Series 1997F
        09-01-20                                                 7.10             12,000,000                 13,019,040
Los Angeles County Certificate of Participation
        05-01-15                                                 6.71             20,000,000                 21,726,200
Los Angeles International Airport Regional Airports
    Improvement Corporation Refunding
    Revenue Bonds Delta Airlines
        11-01-25                                                 6.35             13,000,000                 14,185,210
Los Angeles International Airport Regional Airports
    Improvement Corporation Refunding Revenue Bonds
    United Airlines Series 1984
        11-15-21                                                 8.80             11,650,000                 12,815,816
Los Angeles Water & Power Electric Plant
    Refunding Revenue Bonds Series 1992
        02-01-20                                                 6.38             10,000,000                 10,841,800
Millbrae Residential Facility Revenue Bonds
    Magnolia of Millbrae Series 1997A A.M.T.
        09-01-27                                                 7.38              2,500,000                  2,640,600
Modesto Santa Clara Redding Public Power Bonds
    San Juan Series C (AMBAC Insured)
        07-01-21                                                 5.50              4,500,000                  4,504,230
Northern California Power Agency Geothermal 3
    Revenue Bonds
        07-01-09                                                 5.00             49,635,000                 49,653,860
Novato Community Facility District 1 Vintage Oaks
    Public Improvement Special Tax Refunding Bonds
        08-01-21                                                 7.25              5,000,000                  5,482,700
Oceanside Certificate of Participation Refunding Bonds
    Oceanside Civic Center (MBIA Insured)
        08-01-19                                                 5.25              7,000,000                  7,190,750
Orange County Special Tax Community Facilities Bonds
    Aliso Veijo District 88-1 Series 1992A
        08-15-18                                                 7.35              6,000,000                  6,886,020
Pleasanton Joint Powers Financing Authority Reassessment
    Revenue Bonds Series 1993A
        09-02-12                                                 6.15              4,395,000                  4,739,744
Regional Airports  Improvement  Facilities  Sublease  
    Revenue Bonds  Continental Airlines Los Angeles 
    International Airport Series 1988 A.M.T.
        08-01-08                                                 9.00              3,700,000                  3,786,284
        08-01-17                                                 9.00              8,100,000                  8,285,895
Sacramento Cogeneration Authority Revenue Bonds
    Procter & Gamble Series 1995
        07-01-14                                                 6.50              3,800,000                  4,430,192
        07-01-21                                                 6.50              8,000,000                  9,326,720
Sacramento Municipal Utility District Electric
    Refunding Revenue Bonds Series 1993D
    Inverse Floater (FSA Insured)
        11-15-05                                                 7.12             15,800,000(c)              18,189,750
        11-15-06                                                 7.32             16,400,000(c)              18,962,500
Sacramento Municipal Utility District Electric
    Refunding Revenue Bonds Series 1993D
    Inverse Floater (MBIA Insured)
        11-15-15                                                 7.77             15,000,000(c)              16,537,500
Sacramento Power Authority Cogeneration
    Revenue Bonds Campbell Soup Series 1995
        07-01-22                                                 6.00             25,000,000                 26,805,500
San Joaquin Hills Orange County Transportation
    Corridor Agency Senior Lien Toll Road Revenue Bonds
        01-01-32                                                 6.75             14,785,000                 16,770,773
San Joaquin Hills Transportation Corridor Agency
    Capital Appreciation Toll Road Refunding Revenue
    Bonds Zero Coupon Series 1997A (MBIA Insured)
        01-15-24                                                 5.62              9,000,000(d)               2,526,930
        01-15-25                                                 5.03             69,375,000(d)              18,518,269
        01-15-26                                                 5.51             30,000,000(d)               7,613,100
        01-15-27                                                 5.51              6,670,000(d)               1,608,337
        01-15-28                                                 5.05             13,880,000(d)               3,180,047
        01-15-32                                                 5.41             27,000,000(d)               5,042,790
        01-15-36                                                 5.42             88,415,000(d)              13,484,172
San Joaquin Hills Transportation Corridor Agency
    Senior Lien Toll Road Revenue Bonds
    Zero Coupon Escrowed to Maturity
        01-01-17                                                 5.35             34,860,000(d)              14,295,040
San Jose Redevelopment Agency Merged Area
    Tax Allocation Bonds Series 1993 Inverse Floater
    (MBIA Insured)
        08-01-14                                                 6.81             33,600,000(c)              36,330,000
Sierra Unified School District Fresno County
    Certificate of Participation Capital Funding
    Refunding Bonds Series 1993
        03-01-18                                                 6.13              6,470,000                  6,855,224
South Tahoe Joint Powers Financing Authority
    Refunding Revenue Bonds South Tahoe Area 1
    Series 1995B
        10-01-28                                                 6.00              9,900,000                 10,418,760
Southern California Public Power Authority
    Power Revenue Bonds Palo Verde
    Series 1993 Inverse Floater (FGIC Insured)
        07-01-17                                                 6.62             20,000,000(c)              21,175,000
Ukiah Unified School District
    Mendocino County Certificate of Participation
    Series 1993
        09-01-10                                                 6.00              5,000,000                  5,326,200
University of California Refunding Revenue Bonds
    Multiple Purpose Project (AMBAC Insured)
        09-01-16                                                 5.25              6,000,000                  6,195,600
Total                                                                                                       543,645,991

Colorado (6.9%)
Arapahoe County Industrial Development Revenue Bonds
    Dillion Real Estate-Kroger
        04-01-09                                                 8.00              4,000,000                  4,503,600
Arapahoe County Public Highway Authority Capital
    Improvement Trust Fund E-470 Highway
    Revenue Bonds
        08-31-26                                                 7.00             22,000,000                 26,388,559
Aurora Centretech Metropolitan District
    Arapahoe County Series 1987B
        12-01-23                                                 6.00              5,699,785                  5,899,107
Bowles Metropolitan District General Obligation Bonds
    Series 1995
        12-01-15                                                 7.75             15,500,000                 16,478,050
Briargate Public Building Authority
    Landowner Assessment Lien Bonds Series 1985A
        12-15-00                                                10.25              4,064,880(j)               3,455,148
Castle Rock Ranch Public Facility Improvement
    Revenue Bonds Series 1996
        12-01-17                                                 6.25             10,000,000                 11,193,300
Colorado Springs Hospital Revenue Bonds
    Memorial Hospital Series 1990
        12-15-10                                                 7.88              5,000,000                  5,422,350
Colorado Springs Utilities System
    Pre-refunded Revenue Bonds Series 1991C
        11-15-15                                                 6.50              1,505,000                  1,652,731
Colorado Springs Utilities System
    Refunding Revenue Bonds Series 1991C
        11-15-15                                                 6.50             24,895,000                 27,130,570
        11-15-21                                                 6.75             30,000,000                 32,964,452
Dawson Ridge Metropolitan District
    Refunding Revenue Bonds
    Zero Coupon Series B Escrowed to Maturity
        10-01-22                                                 5.21             40,000,000(d)              11,284,800
Denver City & County Airport Systems Revenue Bonds
    Series 1991A A.M.T.
        11-15-23                                                 8.75             10,000,000                 11,328,000
Denver City & County Airport Systems Revenue Bonds
    Series 1991D A.M.T.
        11-15-21                                                 7.75              8,650,000                  9,538,961
Denver City & County Airport Systems Revenue Bonds
    Series 1992A
        11-15-25                                                 7.25             20,975,000                 23,980,507
Denver City & County Airport Systems Revenue Bonds
    Series 1992B A.M.T.
        11-15-23                                                 7.25             20,500,000                 22,748,030
Denver City & County Airport Systems Revenue Bonds
    Series 1994A
        11-15-12                                                 7.50              5,000,000                  5,762,000
Denver City & County Airport Systems Revenue Bonds
    Series 1994A A.M.T.
        11-15-23                                                 7.50             19,340,000                 22,385,663
Denver City & County GVR Metropolitan District
    General Obligation Refunding Bonds Series 1991
        12-01-06                                                 8.00              1,385,000                  1,689,008
Denver City & County GVR Metropolitan District
    General Obligation Refunding Bonds Series 1995B
        12-01-06                                                11.00                730,000                    721,167
Denver Special Facility Airport Revenue Bonds
    United Airlines Series A A.M.T.
        10-01-32                                                 6.88             25,400,000                 27,286,457
Denver Urban  Renewal  Authority Tax Increment  
    Revenue  Bonds  Downtown  Denver Redevelopment 
    Adams Mark Hotel Series 1989 A.M.T.
        09-01-15                                                 8.00             16,285,000                 18,389,999
        09-01-16                                                 8.00              1,785,000                  2,015,729
        09-01-17                                                 8.00              1,930,000                  2,179,472
Denver Urban Renewal Authority Tax Increment
    Revenue Bonds South Broadway Montgomery Ward
    Urban Renewal Series 1992
        05-01-16                                                 8.50             13,730,000                 15,322,543
Denver West Metropolitan District
    General Obligation Bonds Series 1996
        06-01-16                                                 6.50              2,560,000                  2,835,098
Denver West Metropolitan District
    General Obligation Refunding Improvement Bonds
    Series 1995
        12-01-14                                                 7.00              4,230,000                  4,765,307
Hotchkiss Industrial Development Revenue Bonds
    Dillion Real Estate-Kroger
        09-01-09                                                 8.00              1,500,000                  1,691,595
Housing Finance Authority Single Family Program
    Senior Bonds Series 1991B (FGIC Insured)
        08-01-11                                                 7.25              2,150,000                  2,270,293
        02-01-18                                                 7.30              1,950,000                  2,056,958
Lowry Economic Redevelopment Authority
    Revenue Bonds Series 1996
        12-01-10                                                 7.50             19,000,000                 21,893,700
Lowry Economic Redevelopment Authority
    Series A
        12-01-10                                                 7.00              3,600,000                  4,032,288
Saddle Rock Metropolitan District Limited Tax
    General Obligation Bonds Series 1997
        12-01-16                                                 7.63              5,590,000                  5,939,207
State Health Facility Authority Hospital Improvement
    Refunding Revenue Bonds
    Parkview Episcopal Medical Center Series 1995
        09-01-25                                                 6.13              7,000,000                  7,444,920
State Health Facility Authority Revenue Bonds
    Liberty Heights Zero Coupon Escrowed to Maturity
        07-15-22                                                 7.50             81,465,000(d)              23,728,311
Superior Metropolitan District 2 Limited Tax
    General Obligation Refunding Bonds
    MDC Holdings Series 1994B
        12-01-98                                                 7.50                945,000                    945,066
        12-01-13                                                 8.25              2,580,000                  3,172,755
        12-01-13                                                 8.50             12,000,000                 13,477,680
Thornton Industrial Development Revenue Bonds
    Dillion Real Estate-Kroger
        09-01-09                                                 8.00              4,500,000                  5,066,550
Westminster Industrial Development Revenue Bonds
    Dillion Real Estate-Kroger
        04-01-09                                                 8.00              3,500,000                  3,947,055
Total                                                                                                       412,986,986

Connecticut (0.2%)
State Development Authority Pollution Control
    Refunding Revenue Bonds Connecticut Light & Power
    Series 1993B A.M.T.
        09-01-28                                                 5.95             10,000,000                 10,065,600

District of Columbia (0.7%)
General Obligation Refunding Bonds Series 1994A
    (MBIA Insured)
        06-01-10                                                 6.00             27,875,000                 31,052,472
        06-01-11                                                 6.10              7,580,000                  8,481,186
Housing Finance Agency Multi-family Mortgage
    Revenue Bonds Temple Courts Section 8
    Series 1985 (FHA Insured)
        02-01-22                                                12.00              1,305,000                  1,521,212
Total                                                                                                        41,054,870

Florida (4.2%)
Arbor Greene Community Development District
    Special Assessment Revenue Bonds Series 1996
        05-01-18                                                 7.60              4,995,000                  5,438,956
Arbor Greene Community Development District
    Special Assessment Revenue Bonds Series 1998
        05-01-19                                                 6.30              1,390,000                  1,415,590
Brooks of Bonita Springs Community
    Development District Special Assessment
    District Capital Improvement Revenue Bonds
    Series 1998A
        05-01-19                                                 6.20             11,200,000                 11,302,592
Brooks of Bonita Springs Community
    Development District Special Assessment
    District Capital Improvement Revenue Bonds
    Series 1998B
        05-01-06                                                 5.65              2,750,000                  2,746,563
Charlotte County Development Authority 1st Mortgage
    Refunding Revenue Bonds
    Royal Palm Retirement Centre Series 1991
        03-01-14                                                 9.50              3,945,000                  4,306,323
Crossings at Fleming Island Community Development
    District Special Assessment Bonds Series 1995
        05-01-16                                                 8.25             10,010,000                 11,099,088
Crossings at Fleming Island Community Development
    District Utility Revenue Bonds Series 1994
        10-01-19                                                 7.38             13,250,000                 14,098,133
Department of Transportation Turnpike Revenue Bonds
    Series 1991A (AMBAC Insured)
        07-01-20                                                 6.25             20,000,000                 21,306,999
Gateway Centre Development District Pinellas County
    Special Assessment Revenue Bonds Series 1988
        01-01-09                                                 9.13              1,015,000                  1,049,256
Grand Haven Community Development District
    Special Assessment Bonds Flagler County
    Series 1997A
        05-01-02                                                 6.30              4,900,000                  5,034,995
Grand Haven Community Development District
    Special Assessment Revenue Bonds
    Series 1998A
        05-01-19                                                 6.90              1,000,000                  1,039,800
Heritage Harbor Community Development District
    Special Assessment Revenue Bonds
    Series 1997B
        05-01-03                                                 6.00              1,250,000                  1,271,175
        05-01-05                                                 5.75              1,650,000                  1,670,823
Hillsborough County Utility Refunding Revenue Bonds
    Series 1991A
        08-01-14                                                 7.00             24,000,000                 25,979,376
Hillsborough County Utility Refunding Revenue Bonds
    Series 1991A (MBIA Insured)
        08-01-16                                                 6.50             24,760,000                 26,822,012
Lakewood Ranch Community Development District 1
    Manatec County Benefit Special Assessment Bonds
    Series 1998
        05-01-17                                                 7.30              3,680,000                  3,765,523
Lakewood Ranch Community Development District 1
    Special Assessment Bonds Series 1994
        05-01-14                                                 8.25              3,050,000                  3,340,757
Miami Health Facility Authorization Revenue Bonds
    Inverse Floater (AMBAC Insured)
        08-15-15                                                 7.12              3,500,000(c)               3,696,875
North Springs Improvement Special Assessment
    District Revenue Bonds Heron Bay Series 1997
        05-01-19                                                 7.00              3,000,000                  3,163,830
North Springs Improvement Special Assessment
    District Revenue Bonds Parkland Isles Series 1997B
        05-01-05                                                 6.25              3,000,000                  3,080,520
Palm Beach County Health Facilities Authority Hospital
    Revenue Bonds Good Samaritan Health Series 1993
        10-01-22                                                 6.30              3,750,000                  4,173,488
Polk County Industrial Development Authority 1st Mortgage
    Refunding Revenue Bonds Spring Haven II
        12-01-14                                                 8.75              6,115,000                  6,678,069
Port Everglades Port Authority Revenue Bonds Junior Lien
        09-01-16                                                 5.00             18,635,000                 18,700,036
River Ridge Community Development District
    Special Assessment Revenue Bonds Series 1998
        05-01-08                                                 5.75              4,000,000                  4,025,520
Riverwood Community Development District
    Charlotte County Special Assessment Revenue Bonds
    Series 1992A-B
        05-01-12                                                 8.50              5,610,000(j)               5,980,709
Sumter County Industrial Development Authority 
    Industrial  Development Revenue Bonds 
    Little Sumter Utility Company Series 1997 A.M.T.
        10-01-27                                                 7.25              4,200,000                  4,277,532
Sumter County Industrial Development Authority 
    Industrial Development Water & Sewer Revenue Bonds 
    Little Sumter Utility Company Series 1998 A.M.T.
        10-01-27                                                 6.75              2,950,000                  2,964,573
Sumter County Village Community Development
    District 1 Capital Improvement Revenue Bonds
    Series 1992
        05-01-12                                                 8.40                935,000                  1,005,901
Sunrise Utility System Refunding & Improvement
    Revenue Bonds
        10-01-18                                                10.75              5,000,000                  5,633,500
Tampa Health Systems Revenue Bonds
    Catholic Health East Obligation Group
    Series 1998A-2 (AMBAC Insured)
        11-15-28                                                 4.88             26,330,000                 25,661,480
Village Center Community Development District
    Sub Recreational Revenue Bonds
    Series 1998C
        01-01-19                                                 7.38              2,670,000                  2,714,189
Village Center Community District Recreational
    Revenue Bonds Series 1996B
        01-01-17                                                 8.25              2,785,000                  3,051,135
Village Community Development District 2
    Special Assessment District Revenue Bonds
    Series 1996
        05-01-17                                                 7.63              5,435,000                  5,863,278
Volusia County Industrial Development Authority
    1st Mortgage Refunding Revenue Bonds Series 1996
        11-01-26                                                 7.63             10,925,000                 12,159,853
Total                                                                                                       254,518,449

Georgia (2.2%)
Atlanta Special Purpose Facility Revenue Bonds
    Delta Airlines Series 1989B A.M.T.
        12-01-18                                                 7.90             13,500,000                 14,206,050
        12-01-19                                                 6.25              8,685,000                  8,762,818
Colquitt County Development Authority Revenue Bonds
    Zero Coupon Escrowed to Maturity
        12-01-21                                                 6.87             46,350,000(d)              13,698,279
Effingham County Pollution Control Revenue Bonds
    Fort Howard Series 1988
        10-01-05                                                 7.90             19,850,000                 20,944,132
Fulco Hospital Authority Revenue Anticipation Certificate
    Georgia Baptist Health Care Systems Series 1992A
        09-01-22                                                 6.38             20,300,000                 22,478,392
George L. Smith II World Congress Center Authority  
    Miscellaneous Revenue Bonds Dome Stadium 
    Series 2000 (MBIA Insured) A.M.T.
        07-01-20                                                 5.50              8,000,000(i)               8,029,600
Municipal Electric Authority Power Refunding Bonds
    Series 1989R
        01-01-14                                                 6.00              9,130,000                  9,152,003
Municipal Electric Authority Power Revenue Bonds
    Series L
        01-01-20                                                 5.00              1,150,000                  1,135,200
Rockdale County  Development Authority Solid Waste 
    Disposal  Revenue Bonds Visy Paper Series 1993 A.M.T.
        01-01-26                                                 7.50             10,000,000                 10,694,200
Savannah Economic Development Authority
    1st Mortgage Revenue Bonds Zero Coupon Series 1991A
        12-01-21                                                 5.40             13,755,000(d)               4,065,153
Savannah Economic Development Authority
    Revenue Bonds Zero Coupon Escrowed to Maturity
        12-01-21                                                 6.87             64,220,000(d)              18,979,579
Total                                                                                                       132,145,406

Hawaii (0.4%)
City & County of Honolulu Refunding & Improvement
    General Obligation Bonds Series 1993B Inverse Floater
        09-07-06                                                 6.77             10,000,000(c)              11,450,000
        09-11-08                                                 6.93             10,000,000(c)              11,650,000
Total                                                                                                        23,100,000

Idaho (--%)
State Building Authority Lease
    Revenue Bonds Series 1998A (MBIA Insured)
        09-01-25                                                 4.75              1,250,000                  1,213,063

Illinois (7.7%)
Bradley Kankakee County Tax Increment
    Refunding Revenue Bonds Series 1993
        12-01-12                                                 8.40              5,590,000                  6,339,619
Broadview Cook County Senior Lien Tax Increment
    Revenue Bonds Series 1993
        07-01-13                                                 8.25             11,360,000                 12,928,930
Chicago General Obligation Bonds
    Series 1991 (AMBAC Insured)
        01-01-16                                                 6.00              6,170,000                  6,688,342
Chicago General Obligation Bonds
    Series 1994A (AMBAC Insured)
        01-01-22                                                 5.88             17,850,000                 19,285,140
Chicago General Obligation Refunding Bonds
    Series 1995A (AMBAC Insured)
        01-01-18                                                 5.50             20,000,000                 21,605,600
Chicago O'Hare International Airport
    General Airport Refunding Revenue Bonds Series 1993A
        01-01-16                                                 5.00             14,450,000                 14,318,361
Chicago O'Hare International Airport
    General Airport Revenue Bonds Series 1990A A.M.T.
        01-01-16                                                 7.50             21,000,000                 22,163,190
        01-01-18                                                 6.00             29,000,000                 29,904,219
Chicago O'Hare International Airport
    Special Revenue Bonds (FGIC Insured) A.M.T.
        11-01-25                                                 7.88             17,750,000                 19,120,478
Chicago O'Hare International Airport
    Special Revenue Bonds A.M.T.
        01-01-17                                                 7.50             32,250,000                 33,923,129
Chicago O'Hare International Airport
    Special Revenue Facility Bonds Delta Airlines
    Series 1992
        05-01-18                                                 6.45             10,000,000                 10,625,500
Chicago O'Hare International Airport
    Special Revenue Facility Bonds United Airlines
    Series C
        05-01-18                                                 8.20             22,285,000                 23,308,772
Chicago Ridge Special Service Area 1 Unlimited
    Ad Valorem Tax Bonds Series 1990
        12-01-08                                                 9.00              2,700,000                  3,031,425
Chicago Wastewater Transmission Revenue Bonds
    Series 1994 (MBIA Insured)
        01-01-24                                                 6.38             22,500,000                 25,727,174
Cook County Bedford Park Senior Lien Tax Increment
    Revenue Bonds
        01-01-06                                                 7.00              1,090,000                  1,178,573
        01-01-12                                                 7.38              1,700,000                  1,854,836
Cook County Bedford Park Senior Lien Tax Increment
    Revenue Bonds Mark IV Series 1992
        03-01-12                                                 9.75              1,710,000                  2,024,042
Development Finance Authority Lifecare Revenue Bonds
    Presbyterian Homes Series 1996B
        09-01-31                                                 6.40              6,700,000                  7,539,778
Development Finance Authority Pollution Control
    Refunding Revenue Bonds Central Illinois
    Public Service 2nd Series 1993B
        06-01-28                                                 5.90              2,500,000                  2,640,925
Development Finance Authority Pollution Control
    Refunding Revenue Bonds Commonwealth Edison
    Series 1994
        01-15-09                                                 5.70              2,000,000                  2,214,280
        01-15-14                                                 5.85              4,500,000                  5,089,995
Development Finance Authority Pollution Control
    Refunding Revenue Bonds Illinois Power
    Series 1991A
        07-01-21                                                 7.38             19,250,000                 22,145,970
Development Finance Authority Retirement Housing
    Revenue Bonds Zero Coupon Escrowed to Maturity
        04-15-20                                                 7.75             68,000,000(d)              21,101,760
DuPage County Tax Increment Revenue Bonds
    Series 1997
        01-01-17                                                 7.88              4,690,000                  5,274,421
Educational Facilities Authority Refunding Revenue Bonds
    Lewis University Series 1996
        10-01-26                                                 6.13              8,780,000                  9,294,420
Educational Facilities Authority Refunding Revenue Bonds
    Loyola University of Chicago Series 1993
    Inverse Floater (FGIC Insured)
        07-01-12                                                 7.42             11,000,000(c)              12,333,750
Granite City Madison County Hospital
    Refunding Revenue Bonds St. Elizabeth Medical Center
    Series 1989A
        06-01-08                                                 8.13              3,120,000                  3,223,771
Health Facilities Authority Refunding Revenue Bonds
    Edwards Hospital Series 1993A
        02-15-19                                                 6.00              6,350,000                  6,686,614
Health Facilities Authority Refunding Revenue Bonds
    Masonic Medical Center Series 1993
        10-01-19                                                 5.50              2,000,000                  2,053,660
Health Facilities Authority Refunding Revenue Bonds
    Morris Hospital
        12-01-23                                                 6.13              3,005,000                  3,182,656
Health Facilities Authority Refunding Revenue Bonds
    University of Chicago Series 1993 Inverse Floater
    (MBIA Insured)
        08-15-14                                                 7.62             10,000,000(c)              11,175,000
Health Facilities Authority Revenue Bonds
    Sarah Bush Lincoln Health Center Series 1992
        05-15-12                                                 7.25              2,000,000                  2,258,800
        05-15-22                                                 7.25              2,000,000                  2,258,800
Health Facilities Authority Revenue Bonds
    Sarah Bush Lincoln Health Center Series 1996B
        02-15-22                                                 5.75              2,915,000                  3,019,474
Health Facility Authority Revenue Bonds
    South Suburban Hospital Series 1992
        02-15-09                                                 7.00              4,000,000                  4,581,640
        02-15-18                                                 7.00              5,000,000                  5,880,963
Hodgkins General Obligation Tax Increment Bonds
    Series 1991
        12-01-09                                                 9.50             11,630,000                 13,590,053
Hodgkins General Tax Increment Bonds
    Series 1995A
        12-01-13                                                 7.63              9,000,000                 10,034,550
Huntley Special Tax Bonds
    Series 1998
        02-01-25                                                 6.75              2,450,000                  2,498,780
Lakemoor Special Tax Revenue Bonds
    Series 1997
        03-01-27                                                 7.80              9,000,000                  9,768,330
Lansing Tax Increment Refunding Revenue Bonds
    Landings Redevelopment Area Limited Sales
    Tax Pledge Series 1992
        12-01-08                                                 7.00             10,000,000                 11,095,000
Marion General Obligation Hospital Alternate
    Revenue Source Bonds Series 1991
        12-01-16                                                 7.50              3,800,000                  4,268,198
Metropolitan Pier & Exposition Authority
    Dedicated State Tax Refunding Revenue Bonds
    McCormick Place Zero Coupon (FGIC Insured)
        06-15-19                                                 6.37              6,000,000(d)               2,102,760
Metropolitan Pier & Exposition Authority
    Dedicated State Tax Refunding Revenue Bonds
    McCormick Place Zero Coupon (MBIA Insured)
        06-15-17                                                 6.61             11,210,000(d)               4,390,397
Metropolitan Pier & Exposition Authority
    Sales Tax & Miscellaneous Tax Revenue
    Capital Appreciation Refunding Bonds
    Zero Coupon Series 1996A (MBIA Insured)
        12-15-22                                                 6.05             16,225,000(d)               4,713,849
Regional Transportation Authority General
    Obligation Bonds Counties of Cook, DuPage, Kane, Lake,
    McHenry & Will Series 1992A (AMBAC Insured)
        06-01-22                                                 6.13              7,200,000                  7,647,120
State Development Finance Authority Regency Park
    Retirement Housing Revenue Bonds Zero Coupon
    Series 1991B Escrowed to Maturity
        07-15-25                                                 5.49             10,000,000(d)               2,328,000
Tinley Park Cook & Will Counties Limited Sales Tax
    Revenue Bonds Series 1988
        11-01-99                                                10.25                895,000(j)                 322,200
Tinley Park Cook & Will Counties Unlimited Ad Valorem
    Tax Bonds of Special Service
        12-01-98                                                10.65                 75,000                     72,000
        12-01-99                                                10.65                 80,000                     75,200
        12-01-00                                                10.65                 90,000                     83,700
        12-01-01                                                10.65                100,000                     92,000
        12-01-02                                                10.65                110,000                    101,200
        12-01-03                                                10.65                120,000                    110,400
        12-01-04                                                10.65                135,000                    124,200
        12-01-05                                                10.65                150,000                    138,000
        12-01-06                                                10.65                165,000                    151,800
        12-01-07                                                10.65                185,000                    170,200
Total                                                                                                       459,861,944

Indiana (2.3%)
Brazil 1st Mortgage Revenue Bonds Hoosier Care II
    Series 1990
        06-01-20                                                10.38              4,095,000                  4,368,423
Carmel Retirement Rental Housing Refunding
    Revenue Bonds Beverly Enterprises Series 1992
        12-01-08                                                 8.75              6,565,000                  7,401,644
Development Finance Authority Environmental
    Improvement Refunding Revenue Bonds USX Corporation
    Series 1996
        07-15-30                                                 6.25              2,000,000                  2,148,880
East Chicago Elementary School Building Lake County
    1st Mortgage Refunding Bonds Series 1996
        01-05-16                                                 6.25              8,000,000                  9,280,880
Hanover 1st Mortgage Revenue Bonds Hoosier Care II
    Series 1990
        06-01-20                                                10.38              6,710,000                  7,158,027
Health Facility Authority Hospital Revenue Bonds
    Community Hospital of Anderson Series 1993
        01-01-23                                                 6.00             10,000,000                 10,380,600
Health Facility Authority Hospital Revenue Bonds
    Union Hospital Series 1993 (MBIA Insured)
        09-01-18                                                 5.13             10,000,000                 10,047,300
Health Facility Finance Authority Hospital Revenue Bonds
    Hancock Memorial Series 1996
        08-15-17                                                 6.13              2,295,000                  2,460,447
La Porte County Hospital Authority Hospital Refunding
    Revenue Bonds La Porte Hospital Series 1993
        03-01-12                                                 6.25              5,070,000                  5,493,446
        03-01-23                                                 6.00              2,990,000                  3,116,029
Lawrenceburg Pollution Control Refunding Revenue Bonds
    Methodist Hospital Series 1989
        09-01-08                                                 6.50             15,555,000                 16,216,243
Marion County Hospital Authority Refunding Revenue Bonds
    Methodist Hospital Series 1989 (MBIA Insured)
        09-01-13                                                 6.50              4,115,000                  4,249,807
Rockport Pollution Control Refunding Revenue Bonds
    Indiana Michigan Electric Series B
        03-01-16                                                 7.60              5,500,000                  5,916,625
St. Joseph County Hospital Authority
    Health Systems Revenue Bonds
    Memorial Health System
    Series 1998A (MBIA Insured)
        08-15-28                                                 4.63             30,000,000                 27,402,300
St. Joseph County Hospital Facility Revenue Bonds
    Memorial Hospital of South Bend
        06-01-10                                                 9.40              1,850,000                  2,403,520
Vincennes Economic Development
    Revenue Bonds Southwest Indiana
    Regional Youth Village Facility Series 1993
        01-01-24                                                 8.50             16,575,000                 17,819,285
Total                                                                                                       135,863,456

Iowa (0.6%)
Keokuk Hospital Facilities Refunding Revenue Bonds
    Keokuk Area Hospital Series 1991
        12-01-21                                                 7.63              5,350,000                  6,028,006
Muscatine Electric Refunding Revenue Bonds Series 1986
        01-01-05                                                 6.00             10,845,000                 10,866,690
        01-01-06                                                 6.00             11,330,000                 11,352,660
        01-01-07                                                 5.00              2,250,000                  2,250,675
        01-01-08                                                 5.00              5,100,000                  5,101,326
Total                                                                                                        35,599,357

Kansas (0.1%)
Wyandotte County Kansas City Multi-family
    Housing Revenue Bonds Park Victoria Apartments
    Series 1998 A.M.T.
        08-01-28                                                 6.25              5,035,000                  5,057,204

Kentucky (0.9%)
Development Finance Authority Hospital Facility
    Revenue Bonds St. Luke Hospital Series 1989B
        10-01-19                                                 6.00             22,695,000                 23,539,027
Economic Development Finance Authority Hospital
    Refunding Revenue & Improvement Bonds
    Appalachian Regional Hospital Series 1997
        10-01-22                                                 5.88              5,000,000                  5,168,950
Muhlenberg County Hospital
    Refunding Revenue Bonds
    Muhlenberg Community Hospital Series 1996
        07-01-10                                                 6.75              9,045,000                  9,569,972
Turnpike Authority Economic Road Development
    Refunding Revenue Bonds Series 1993 Inverse Floater
    (AMBAC Insured)
        06-06-12                                                 7.40             15,000,000(c)              16,968,750
Total                                                                                                        55,246,699

Louisiana (2.6%)
Calcasieu Parish Industrial Development Pollution Control
    Refunding Revenue Bonds Gulf State Utilities
    Series 1992
        10-01-12                                                 6.75             10,500,000                 11,224,815
Energy & Power Authority Refunding Revenue Bonds
    Rodemacher Unit 2 Series 1991 (FGIC Insured)
        01-01-13                                                 6.00             28,000,000                 29,165,920
Hodge Village Combined Utility System Revenue Bonds
    Stone Container Series 1990 A.M.T.
        03-01-10                                                 9.00             23,000,000                 24,386,670
New Orleans Audubon Park Commission Aquarium
    Revenue Bonds Series 1992A
        04-01-12                                                 8.00              7,100,000                  8,138,730
Public Facilities Authority Revenue Bonds
    Glen Retirement Systems Series 1995
        12-01-15                                                 6.50              1,000,000                  1,078,420
        12-01-25                                                 6.70              1,500,000                  1,632,195
Public Facilities Authority Revenue Bonds
    Windsor Multi-family Housing Foundation
    Series 1996A
        01-01-26                                                 6.25              9,570,000(j)               7,177,500
Southern Louisiana Port Commission Terminal
    Refunding Revenue Bonds GATX Terminal Series 1993
        03-01-23                                                 7.00             13,180,000                 14,350,120
St. Charles Parish Pollution Control Revenue Bonds
    Louisiana Power & Light 2nd Series 1984
        12-01-14                                                 8.00             29,155,000                 30,983,602
St. Charles Parish Pollution Control Revenue Bonds
    Louisiana Power & Light Series 1991 A.M.T.
        06-01-21                                                 7.50             20,700,000                 22,423,068
West Feliciana Parish Demand Pollution Control
    Revenue Bonds Gulf State Utilities Series 1985B
        05-01-15                                                 9.00              6,000,000                  6,517,500
Total                                                                                                       157,078,540

Maine (0.1%)
Finance Authority Multi-family Housing Revenue
    Obligation Securities Huntington Common
    Series 1997A
        09-01-27                                                 7.50              5,000,000                  5,208,950

Maryland (0.8%)
Frederick County Economic Refunding Revenue Bonds
    Alumax Series 1992
        04-01-17                                                 7.25              9,880,000                 10,650,047
Frederick County Obligation Special Tax Revenue Bonds
    Urbana Community Development Authority Series 1998
        07-01-25                                                 6.63              6,000,000                  6,043,560
Harford County Industrial Development Revenue Bonds
    Dorsey
        04-16-05                                                 8.00                467,000                    469,690
Prince George's County Hospital Revenue Bonds
    Dimensions Health Series 1992
        07-01-17                                                 7.25             11,400,000                 12,926,232
        07-01-22                                                 7.00              7,000,000                  7,881,510
State Transportation Authority Facility
    Capital Appreciation Revenue Bonds
    Zero Coupon Series 1992 (FGIC Insured)
        07-01-10                                                 6.33              3,000,000(d)               1,807,740
        07-01-11                                                 6.33              6,700,000(d)               3,817,325
State Transportation Authority Facility
    Revenue Bonds Zero Coupon
    Series 1992 (FGIC Insured)
        07-01-12                                                 6.35              5,000,000(d)               2,688,250
Total                                                                                                        46,284,354

Massachusetts (3.2%)
Bay Transportation Authority Refunding Revenue Bonds
    Series 1994A (MBIA Insured)
        03-01-12                                                 6.00              8,000,000                  8,688,960
        03-01-21                                                 4.75              5,000,000                  4,819,950
Health & Educational Facilities Authority
    Revenue Bonds Berkshire Health Systems
    Series C
        10-01-11                                                 5.90              1,800,000                  1,870,326
        10-01-20                                                 6.00              4,000,000                  4,180,360
Health & Educational Facilities Authority
    Revenue Bonds Beverly Hospital Inverse Floater
    (MBIA Insured)
        06-18-20                                                 7.47              8,000,000(c)               9,250,000
Health & Educational Facilities Authority
    Revenue Bonds Charlton Memorial Hospital
    Series 1991B
        07-01-13                                                 7.25              6,455,000                  7,139,101
Health & Educational Facilities Authority
    Revenue Bonds Holyoke Hospital
    Series B
        07-01-15                                                 6.50                500,000                    532,075
Industrial Finance Agency Pollution Control
    Refunding Revenue Bonds Eastern Edison
    Series 1993
        08-01-08                                                 5.88              4,250,000                  4,408,355
Industrial Finance Agency Resource Recovery
    Revenue Bonds SEMASS Series 1991A
        07-01-15                                                 9.00             18,885,000                 20,951,397
Industrial Finance Agency Resource Recovery
    Revenue Bonds SEMASS Series 1991B A.M.T.
        07-01-15                                                 9.25             24,800,000                 27,514,607
Municipal Wholesale Electric Power
    Supply System Pre-refunded Revenue Bonds
    Series 1992B
        07-01-17                                                 6.75             10,130,000                 11,328,683
Municipal Wholesale Electric Power
    Supply System Revenue Bonds
    Series 1993A Inverse Floater (AMBAC Insured)
        07-01-18                                                 7.02              6,500,000(c)               6,955,000
State Industrial Finance Agency Assisted Living
    Facility Revenue Bonds Marina Bay LLC
    Series 1997 A.M.T.
        12-01-27                                                 7.50              2,000,000                  2,091,880
State Industrial Finance Agency Assisted Living
    Facility Revenue Bonds Newton Group Properties LLC
    Series 1997 A.M.T.
        09-01-27                                                 8.00              4,300,000                  4,734,429
State Water Authority
    Water & Sewer General Revenue Bonds
    Series 1998A (FSA Insured)
        08-01-27                                                 4.75             12,000,000                 11,527,200
Water Resource Authority General
    Refunding Revenue Bonds Series 1992B
        11-01-15                                                 5.50             22,175,000                 22,942,699
Water Resource Authority General
    Revenue Bonds Series 1992A
        07-15-19                                                 6.50              3,500,000                  4,202,065
Water Resource Authority General
    Revenue Bonds Series 1993B-95B
    (MBIA Insured)
        12-01-25                                                 5.00              9,000,000                  8,894,790
Water Resource Authority General
    Revenue Bonds Series 1998A
    (FSA Insured)
        08-01-37                                                 4.75             24,500,000                 23,135,595
Water Resource Authority General
    Revenue Bonds Series B (MBIA Insured)
        03-01-22                                                 5.00             10,000,000                  9,850,500
Total                                                                                                       195,017,972

Michigan (4.2%)
Concord Academy Certificate of Participation Series 1998
        10-01-19                                                 7.00              1,000,000                    995,530
Crawford County Economic Development Corporation
    Environmental Improvement Revenue Bonds
    Weyerhaeuser Series 1991A
        07-15-07                                                 7.13             10,800,000                 12,651,876
Detroit Unlimited Tax General Obligation Bonds
    Series 1993
        04-01-14                                                 6.35              5,725,000                  6,215,461
Detroit Unlimited Tax General Obligation Bonds
    Series 1995A
        04-01-15                                                 6.80              1,375,000                  1,599,881
Lincoln Consolidated School District Unlimited Tax
    General Obligation Refunding Bonds (FGIC Insured)
        05-01-18                                                 5.85              6,455,000                  6,997,478
Midland  County  Economic  Development  Corporation  
    Pollution  Control  Limited Obligation Refunding Revenue 
    Bonds Midland Cogeneration Series 1990 A.M.T.
        07-23-09                                                 9.50             35,200,000                 37,944,544
Midland County Economic Development Corporation
    Pollution Control Limited Obligation Refunding Revenue
    Bonds Midland Cogeneration Series 1990C
        07-23-09                                                 8.50             18,900,000                 20,112,246
Monroe County Pollution Control
    Revenue Bonds Detroit Edison A.M.T.
        12-01-19                                                 7.75             40,250,000                 42,671,440
State Hospital Finance Authority
    Hospital Pre-refunded Revenue Bonds
    McLaren Obligated Group Series 1991A
        09-15-21                                                 7.50              7,500,000                  8,390,925
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Sinai Hospital of Greater Detroit Series 1995
        01-01-26                                                 6.70              3,000,000                  3,349,020
State Hospital Finance Authority
    Refunding Revenue Bonds
    Detroit Medical Center
    Series 1993A
        08-15-18                                                 6.50             10,000,000                 10,943,300
State Hospital Finance Authority
    Refunding Revenue Bonds
    Sinai Hospital of Greater Detroit Series 1995
        01-01-16                                                 6.63              2,750,000                  3,066,498
State Hospital Finance Authority
    Revenue Bonds Central Michigan Community Hospital
        10-01-27                                                 6.25              2,095,000                  2,223,570
State Job Development Authority Pollution Control
    Revenue Bonds Chrysler
        11-01-99                                                 5.70              4,350,000                  4,416,164
State Trunk Line Bonds Series A (MBIA Insured)
        11-01-20                                                 4.75             10,500,000                 10,165,995
Strategic Fund Environmental Improvement Limited
    Obligation Refunding Revenue Bonds
    Crown Paper Company Series 1997B
        08-01-12                                                 6.25              1,100,000                  1,014,398
Strategic Fund Limited Obligation Refunding
    Revenue Bonds Detroit Edison
    Series 1995AA (MBIA Insured)
        09-01-25                                                 6.40             12,000,000                 13,604,640
Strategic Fund Limited Obligation Refunding
    Revenue Bonds Great Lakes Pulp & Fibre 
    Zero Coupon Series 1994 A.M.T.
        12-01-27                                                10.25             21,509,600(d)              15,056,720
Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds Ford Motor
    Series 1991A
        02-01-06                                                 7.10             16,400,000                 19,303,456
Summit Academy Certificate of Participation
    Series 1998
        09-01-18                                                 7.00              2,500,000                  2,505,050
Troy City Downtown Development Authority
    County of Oakland Development Bonds
    Series 1995A Asset Guaranty
        11-01-18                                                 6.38              1,000,000                  1,121,900
Van Buren Township Tax Increment Revenue Bonds
    Series 1994
        10-01-16                                                 8.40              3,970,000                  4,544,022
Wayne Charter County Airport Revenue Bonds
    Detroit Metro Wayne County Series 1998A
    (MBIA Insured) A.M.T.
        12-01-28                                                 5.00             13,900,000                 13,479,942
Wayne County Special Airport Facilities
    Refunding Revenue Bonds Northwest Airlines Series 1995
        12-01-15                                                 6.75             11,280,000                 12,389,839
Total                                                                                                       254,763,895

Minnesota (4.1%)
Becker Solid Waste Disposal Facility
    Revenue Bonds Liberty Paper Series 1994B A.M.T.
        08-01-15                                                 9.00             17,800,000                 19,351,447
Bloomington Health Care Facility Revenue Bonds
    Friendship Village of Bloomington Series 1992
        04-01-02                                                 8.50              3,060,000                  3,277,321
Brainerd Economic Development Authority
    Health Care Facility Revenue Bonds
    Benedictine Health System St. Joseph Medical Center
    Series 1990
        02-15-20                                                 8.38              4,670,000                  5,032,392
Duluth Economic Development Authority
    Health Care Facility Pre-refunded Revenue Bonds
    Benedictine Health System St. Mary's Medical Center
    Series 1990
        02-15-20                                                 8.38              8,300,000                  8,944,080
Fergus Falls Health Care Facilities Revenue Bonds
    LRHC Long-Term Care Facility Series 1995
        12-01-25                                                 6.50              1,530,000                  1,670,638
International Falls Solid Waste Disposal
    Revenue Bonds Boise Cascade
    Series 1990 A.M.T.
        01-01-15                                                 7.75             10,000,000                 10,407,100
Little Canada Multi-family Housing Revenue Bonds
    Housing Alternative Development Company
    Series 1997A
        12-01-27                                                 6.25              1,755,000                  1,785,169
Mahtomedi Multi-family Housing
    Revenue Bonds Briarcliff A.M.T.
        06-01-36                                                 7.35              1,995,000                  2,097,942
Maplewood Elder Care Facility Revenue Bonds
    Care Institute Series 1994
        01-01-24                                                 7.75              8,000,000                  8,420,880
Maplewood Multi-family Housing
    Refunding Revenue Bonds Carefree Cottages
    of Maplewood III Series 1995 A.M.T.
        11-01-32                                                 7.20              4,955,000                  5,152,110
Mille Lacs Capital Improvement Authority Infrastructure
    Revenue Bonds Series 1992A
        11-01-12                                                 9.25              4,455,000                  5,406,232
Minneapolis Housing & Healthcare Facility Revenue Bonds
    Augustana Chapel View Homes Incorporated Series 1997
        06-01-27                                                 6.75              2,640,000                  2,787,550
Richfield Multi-family Housing
    Refunding Revenue Bonds
    Village Shores Apartments Series 1996
        08-01-31                                                 7.63              4,945,000                  5,185,970
Robbinsdale Multi-family Housing Revenue Bonds
    Copperfield Hill Series 1996A
        12-01-31                                                 7.35              3,500,000                  3,614,975
Roseville Housing Facilities Nursing Home
    Refunding Revenue Bonds College Properties
    Incorporated Series 1998
        10-01-28                                                 5.88              7,000,000                  7,005,880
Southern Minnesota Municipal Power Agency
    Power Supply System Refunding Revenue Bonds
    Series 1992
        01-01-18                                                 5.75             32,210,000                 33,703,255
Southern Minnesota Municipal Power Agency
    Power Supply System Refunding Revenue Bonds
    Zero Coupon Series 1994A (MBIA Insured)
        01-01-21                                                 6.87             13,500,000(d)               4,458,105
Southern Minnesota Municipal Power Agency
    Power Supply System Revenue Bonds
    Zero Coupon Series 1994A (MBIA Insured)
        01-01-22                                                 6.73             17,500,000(d)               5,491,325
        01-01-23                                                 6.74             27,500,000(d)               8,199,125
        01-01-24                                                 6.75             19,960,000(d)               5,653,870
        01-01-25                                                 6.75             27,500,000(d)               7,399,975
        01-01-26                                                 6.75             27,500,000(d)               7,029,550
        01-01-27                                                 6.75             12,450,000(d)               3,026,097
St. Louis Park Health Care Facilities
    Pre-refunded Revenue Bonds
    Park Nicollet Medical Center Series 1990A
        01-01-20                                                 9.25              6,000,000                  6,490,800
St. Louis Park Health Care Facilities
    Revenue Bonds Healthsystem Minnesota
    Obligated Group Series 1993 Inverse Floater
    (AMBAC Insured)
        07-01-05                                                 5.28             10,200,000(c)              10,735,500
St. Louis Park Health Care Facilities
    Revenue Bonds Healthsystem Minnesota
    Obligated Group Series 1993B Inverse Floater
    (AMBAC Insured)
        07-01-13                                                 6.28             18,000,000(c)              18,719,999
St. Louis Park Multi-family Housing
    Refunding Revenue Bonds
    Park Boulevard Towers Series 1996A
        04-01-31                                                 7.00             11,480,000                 12,014,624
St. Paul Housing & Redevelopment Authority
    Health Care Facility Revenue Bonds
    Lyngblomsten Care Center Series 1993A
        11-01-06                                                 7.13              1,610,000                  1,704,040
        11-01-17                                                 7.13              2,635,000                  2,829,121
St. Paul Housing & Redevelopment Authority
    Health Care Facility Revenue Bonds
    Lyngblomsten Multi-family Rental Housing
    Series 1993B
        11-01-24                                                 7.00              2,725,000                  2,796,259
St. Paul Port Authority Redevelopment Multi-family
    Refunding Revenue Bonds Burlington Apartments
    Series A (GNMA Insured)
        05-01-31                                                 5.75             14,355,000                 14,925,611
St. Paul Port Authority Redevelopment Multi-family
    Subordinate Refunding Revenue Bonds
    Burlington Apartments Series A
        02-01-31                                                 8.63              3,770,000                  3,867,756
Vadnais Heights Multi-family Housing
    Refunding Revenue Bonds
    Cottages of Vadnais Heights
    Series 1995 A.M.T.
        12-01-31                                                 7.00              1,980,000                  2,058,269
Washington County Housing & Redevelopment
    Authority Refunding Revenue Bonds
    Woodbury Multi-family Housing Series 1996
        12-01-23                                                 6.95              4,835,000                  5,022,018
Total                                                                                                       246,264,985

Mississippi (0.8%)
Claiborne County Pollution Control Refunding Revenue Bonds
    System Energy Resources Series 1995
        05-01-25                                                 7.30              4,000,000                  4,190,920
Claiborne County Pollution Control Revenue Bonds
    Middle South Energy
        12-01-13                                                 9.50              1,195,000                  1,235,176
Harrison County Waste Water Management District
    Refunding Bonds Series 1986
        02-01-15                                                 5.00              4,250,000                  4,372,188
Jackson Industrial Development Revenue Bonds Dorsey
        04-16-05                                                 8.00                397,000                    401,006
Long Beach Urban Renewal Multi-family Housing
    Revenue Bonds Long Beach Square Apartments
    Series 1998 A.M.T.
        08-01-28                                                 6.75              3,870,000                  3,825,495
Lowndes County Solid Waste Disposal Pollution Control
    Refunding Revenue Bonds Weyerhaeuser Series 1989
        04-01-22                                                 8.45              4,000,000(h)               4,797,880
Lowndes County Solid Waste Disposal Pollution Control 
    Revenue Bonds Weyerhaeuser Series 1989 A.M.T.
        12-01-05                                                 7.88             12,250,000                 13,007,785
Medical Center Educational Building
    Hospital Refunding Revenue Bonds
    University of Mississippi Medical Center
    Series 1998B (AMBAC Insured)
        12-01-23                                                 5.50             14,000,000                 15,118,599
Total                                                                                                        46,949,049

Missouri (0.7%)
Regional Convention & Sports Complex Authority Bonds
    St. Louis Sponsor Series 1991B
        08-15-21                                                 7.00              5,810,000                  6,598,824
Sikeston Electric System Refunding Revenue Bonds
    Series 1992 (MBIA Insured)
        06-01-02                                                 5.80              4,165,000                  4,442,847
St. Louis Industrial Development Authority
    Refunding Revenue Bonds Kiel Center
    Multi-purpose Arena Series 1992 A.M.T.
        12-01-24                                                 7.88             15,400,000                 16,821,111
St. Louis Regional Convention & Sports Complex Authority
    Refunding Revenue Bonds Series 1991C
        08-15-21                                                 7.90              2,575,000                  3,022,381
St. Louis Regional Convention & Sports Complex Authority
    Revenue Bonds Series 1991C
        08-15-21                                                 7.90                125,000                    138,645
State Environment & Improvement Energy Resources
    Authority Pollution Control Revenue Bonds Chrysler
        10-01-99                                                 5.70              9,250,000                  9,346,478
Total                                                                                                        40,370,286

Nebraska (--%)
Omaha Public Power District Electric System
    Revenue Bonds Series 1986A
        02-01-15                                                 6.00              1,370,000                  1,533,318

Nevada (0.8%)
Clark County Collateralized Pollution Control Revenue Bonds
    Nevada Power A.M.T.
        10-01-09                                                 7.80             11,850,000                 12,358,839
Clark County Industrial Development Revenue Bonds
    Nevada Power Series 1990 A.M.T.
        06-01-20                                                 7.80              5,000,000                  5,293,850
Clark County Passenger Facility Charge Airport
    Refunding Revenue Bonds
    Las Vegas McCarran Intl Airport
    Series 1998 (MBIA Insured)
        07-01-22                                                 4.75             10,000,000                  9,628,800
Las Vegas Redevelopment Agency Tax Increment
    Subordinate Lien Revenue Bonds Series 1994A
        06-15-10                                                 6.00              2,000,000                  2,111,920
        06-15-14                                                 6.10              2,750,000                  2,891,158
Las Vegas Special Improvement District 707
    Local Improvement Bonds
    Summerlin Area Series 1996
        06-01-16                                                 7.10              6,000,000                  6,257,460
Washoe County Hospital Revenue Bonds
    Washoe Medical Center Series 1993A
        06-01-15                                                 6.00              7,250,000                  7,694,425
Total                                                                                                        46,236,452

New Hampshire (2.1%)
Business Financial Authority Pollution Control
    & Solid Waste Disposal Refunding Revenue Bonds
    Crown Paper Company Series 1996
        01-01-22                                                 7.75              4,255,000                  4,331,037
Business Financial Authority Pollution Control
    Refunding Revenue Bonds United Illuminating
    Series 1993A
        10-01-33                                                 5.88             13,200,000                 13,439,448
Higher Education & Health Facilities Authority
    Lifecare Revenue Bonds Rivermead at Peterborough
    Retirement Community Series 1998
        07-01-18                                                 5.63              1,365,000                  1,353,097
        07-01-28                                                 5.75              2,500,000                  2,509,300
Industrial Development Authority Pollution Control
    Revenue Bonds State Public Service Series 1991B
        05-01-21                                                 7.50             51,485,000                 54,766,139
Industrial  Development  Authority  Pollution Control 
    Revenue Bonds State Public Service Series 1991C A.M.T.
        05-01-21                                                 7.65             25,000,000                 26,647,750
Industrial Development Authority Pollution Control
    Revenue Bonds United Illuminating Series 1989A A.M.T.
        12-01-14                                                 8.00              8,000,000                  8,437,040
State Higher Education & Health Facility Authority Hospital
    Revenue Bonds Hitchcock Clinic Series 1994
    (MBIA Insured)
        07-01-24                                                 6.00             13,000,000                 14,264,250
Total                                                                                                       125,748,061

New Jersey (0.2%)
Health Care Facility Finance Authority Revenue Bonds
    St. Peter Medical Center Series 1994F (MBIA Insured)
        07-01-16                                                 5.00             10,000,000                 10,027,400
Health Care Facility Finance Authority Revenue Bonds
    Zurbrugg Memorial Hospital Series C
        07-01-12                                                 8.50              3,500,000                  3,467,835
Total                                                                                                        13,495,235

New Mexico (1.8%)
Albuquerque Health Care System Revenue Bonds
    Lovelace Medical Fund
        03-01-11                                                10.25                 55,000                     55,911
Bernalillo County Muti-family Housing Revenue Bonds
    Series 1997D
        04-01-27                                                 7.70              9,915,000                 10,314,575
Farmington Pollution Control Refunding Revenue Bonds
    Series 1996A-B
        12-01-16                                                 6.30             10,000,000                 10,736,500
Farmington Pollution Control Refunding Revenue Bonds
    Series 1997A
        10-01-20                                                 6.95              4,000,000                  4,429,920
Farmington Pollution Control Refunding Revenue Bonds
    State Public Service San Juan Series 1994A
        08-15-23                                                 6.40             30,650,000                 32,343,719
Farmington Power Refunding Revenue Bonds
    Generating Division
        01-01-13                                                 9.88              5,000,000                  6,636,450
Las Vegas Hospital Facility Refunding Revenue Bonds
    Northeastern Regional Hospital Series 1987
        08-01-13                                                 9.63              5,370,000                  5,483,307
Lordsberg Pollution Control Refunding Revenue Bonds
    Phelps Dodge
        04-01-13                                                 6.50             20,000,000                 22,054,800
Sandoval County Multi-family Housing
    Refunding Revenue Bonds Meadowlark Apartments
    Series 1998A A.M.T.
        07-01-38                                                 6.38             11,300,000                 11,465,658
Sandoval County Multi-family Housing
    Refunding Revenue Bonds Meadowlark Apartments
    Series 1998B A.M.T.
        07-01-01                                                 6.38              1,000,000                  1,004,170
Santa Fe County Lifecare Revenue Bonds
    El Castillo Retirement Series 1998A
        05-15-15                                                 5.50              1,000,000                    993,560
        05-15-25                                                 5.63              2,500,000                  2,472,775
Total                                                                                                       107,991,345

New York (9.1%)
Battery Park City Authority Refunding Revenue Bonds
    Series 1993A
        11-01-10                                                 5.50              9,940,000                 10,549,223
Dormitory Authority New York City University System
    Consolidated 2nd Generation Resource Revenue Bonds
    Series 1990C
        07-01-16                                                 6.00             39,465,000                 40,500,361
        07-01-17                                                 5.00             20,820,000                 20,570,993
Dormitory Authority New York City University System
    Consolidated 2nd Generation Resource Revenue Bonds
    Series 1990D
        07-01-09                                                 7.00              5,000,000                  5,863,000
Dormitory Authority New York City University System
    Consolidated 2nd Generation Resource Revenue Bonds
    Series 1994A
        07-01-18                                                 5.75              5,500,000                  6,054,785
Dormitory Authority New York Court Facility Lease
    Revenue Bonds Series 1993A
        05-15-16                                                 5.38             11,000,000                 11,176,440
Dormitory Authority New York State
    Memorial Sloan-Kettering Cancer Center
    Series 1998 (MBIA Insured)
        07-01-20                                                 5.75              7,500,000                  8,429,100
        07-01-23                                                 5.50              7,700,000                  8,437,352
Dormitory Authority New York State
    University Education Facility Revenue Bonds
    Series 1993A
        05-15-13                                                 5.50             24,530,000                 26,625,598
Long Island Power Authority
    Revenue Bonds Series A
        12-01-26                                                 5.25              8,445,000                  8,503,017
        12-01-29                                                 5.50              7,500,000                  7,755,525
Metropolitan Transportation Authority
    Transportation Facility Revenue Bonds
    Series 1998A (MBIA Insured)
        07-01-24                                                 4.75             12,850,000                 12,352,705
New York & New Jersey  Port  Authority  Special  Obligation  
    Revenue  Bonds KIAC Partners Series 4 A.M.T.
        10-01-19                                                 6.75              3,500,000                  3,843,245
New York City General Obligation Bonds Series 1992B
        02-01-00                                                 7.40             30,000,000                 31,307,699
New York City General Obligation Bonds Series 1996F-G
        02-01-19                                                 5.75              5,500,000                  5,854,860
        02-01-20                                                 5.75              2,325,000                  2,475,009
New York City General Obligation Bonds Series 1998H
        08-01-22                                                 5.00             30,000,000                 29,346,300
New York City Industrial Development Agency
    Special Facility Revenue Bonds American Airlines
    Series 1990 A.M.T.
        07-01-20                                                 8.00             16,130,000                 16,503,893
New York City Municipal Water Finance Authority
    Water & Sewer System Refunding Revenue Bonds
    Series 1998D (MBIA Insured)
        06-15-25                                                 4.75              8,000,000                  7,684,960
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds
    Series 1994B Inverse Floater (MBIA Insured)
        06-15-09                                                 7.11             15,500,000(c)              17,166,250
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds Series A
        06-15-21                                                 6.25             55,500,000                 58,594,124
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds Series B
        06-15-17                                                 5.00              6,255,000                  6,269,637
New York City Pre-refunded Unlimited General
    Obligation Bonds Series 1994B-1
        08-15-16                                                 7.00             16,500,000                 19,216,890
New York City Transitional Finance Authority
    Future Tax Secured Sales Tax Revenue Bonds
    Series 1998B
        11-15-27                                                 4.50             15,000,000                 13,901,850
New York City Unlimited Tax General
    Obligation Bonds Series 1996G
        02-01-17                                                 5.75             20,000,000                 21,290,400
New York City Unlimited Tax General
    Obligation Bonds Series 1998F
        08-01-23                                                 5.00              7,235,000                  7,083,861
New York City Unlimited Tax General
    Obligation Bonds Series 1998G
        08-01-22                                                 5.00             10,000,000                  9,782,100
New York City Unlimited Tax General
    Obligation Bonds Series 1998J
        08-01-23                                                 5.00             10,760,000                 10,520,482
North Hempstead Nassau County New York
    Various Purpose Bonds
    Series 1998A (FGIC Insured)
        01-15-23                                                 4.75              3,100,000                  2,983,502
Port Authority  Special  Project  Bonds La  Guardia  
    Airport  Passenger  Terminal
    Continental & Eastern Airlines A.M.T.
        12-01-06                                                 9.00              2,645,000                  2,907,649
Port Authority  Special  Project  Bonds La  Guardia  
    Airport  Passenger  Terminal
    Continental & Eastern Airlines Series 2 A.M.T.
        12-01-10                                                 9.00              8,800,000                  9,673,840
        12-01-15                                                 9.13             17,500,000                 19,278,000
State Dormitory Authority State University Education Facility
    Pre-refunded Revenue Bonds Series 1990A
        05-15-12                                                 7.70             10,000,000                 10,797,700
State Housing Finance Agency Service Contract Obligation
    Revenue Bonds Series 1995A
        03-15-25                                                 6.50             12,475,000                 14,517,418
State Housing Finance Agency State University Construction
    Refunding Bonds Series 1986A
        05-01-13                                                 6.50              3,500,000                  4,189,430
State Medical Facilities Finance Agency
    Mental Health Services Improvement Refunding
    Revenue Bonds Series 1993D
        08-15-23                                                 5.25             15,000,000                 15,074,550
State Medical Facilities Finance Agency
    Mental Health Services Improvement Refunding
    Revenue Bonds Series 1993F
        02-15-19                                                 5.25              5,790,000                  5,844,831
State Urban Development Correctional Capital Facilities
    Refunding Revenue Bonds Series 1993A
        01-01-21                                                 5.25             12,110,000                 12,173,456
State Urban Development Correctional Facility
    Refunding Revenue Bonds Series A
        01-01-16                                                 5.50              2,750,000                  2,827,770
State Urban Development Correctional Facility
    Revenue Bonds Series 6
        01-01-25                                                 5.38              9,000,000                  9,158,130
State Urban Development Correctional Facility
    Services Contract Lease Revenue Bonds
    Series 1998A (FSA Insured)
        01-01-28                                                 5.00             10,000,000                  9,938,800
Total                                                                                                       547,024,735

North Carolina (3.6%)
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series 1986A
        01-01-17                                                 5.00              6,500,000                  6,613,913
        01-01-18                                                 4.00              8,675,000                  7,753,542
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series 1988A
        01-01-26                                                 6.00              1,940,000                  2,229,448
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series 1989A
        01-01-10                                                 7.50             29,160,000                 36,153,504
        01-01-11                                                 5.50             37,800,000                 37,811,340
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series 1991A
        01-01-19                                                 5.75             55,000,000                 55,646,250
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series 1993B
        01-01-12                                                 6.25             24,655,000                 26,239,577
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series 1994B
        01-01-07                                                 7.25              5,000,000                  5,814,500
Eastern Municipal Power Agency Power System
    Refunding Revenue Bonds Series B
        01-01-09                                                 6.13             10,000,000                 10,986,100
Eastern Municipal Power Agency Power System
    Revenue Bonds Series 1993D
        01-01-13                                                 5.88              2,300,000                  2,401,913
Municipal Power Agency 1 Catawba Electric
    Revenue Bonds Series 1993
    Inverse Floater (MBIA Insured)
        01-01-12                                                 6.97              7,400,000(c)               8,158,500
        01-01-20                                                 7.17             15,000,000(c)              16,218,750
Total                                                                                                       216,027,337

North Dakota (0.3%)
Fargo Hospital Refunding Revenue & Improvement Bonds
    Dakota Hospital Series 1992
        11-15-12                                                 6.88              3,000,000                  3,377,640
        11-15-22                                                 7.00              4,250,000                  4,803,478
Ward County Health Care Facilities
    Refunding Revenue Bonds Series 1996B
        07-01-21                                                 6.25              4,000,000                  4,299,600
Ward County Health Care Facilities
    Refunding Revenue Bonds Trinity Group Series 1996A
        07-01-26                                                 6.25              6,110,000                  6,567,639
Total                                                                                                        19,048,357

Ohio (3.2%)
Air Quality Development Authority
    Pollution Control Refunding Revenue Bonds
    Cleveland Electric Company Series 1997B
        08-01-20                                                 6.00             10,000,000                 10,240,400
Air Quality Development Authority
    Pollution Control Refunding Revenue Bonds
    Ohio Edison Series A
        05-15-29                                                 5.95             13,300,000                 13,745,683
Air Quality Development Authority
    Pollution Control Revenue Bonds
    Ohio Edison Series 1989A
        07-01-23                                                 7.63              6,750,000                  6,985,575
Bellefontaine Hospital Facility
    Refunding Revenue Bonds
    Mary Rutan Health Association of Logan County
    Series 1993
        12-01-13                                                 6.00              5,330,000                  5,561,748
Butler County Hospital Facility Improvement
    Refunding Revenue Bonds
    Fort Hamilton-Hughes Memorial Center
    Series 1991
        01-01-10                                                 7.50              9,800,000                 10,582,726
Carroll Water & Sewer District
    Unlimited Tax General Obligation Bonds
        12-01-10                                                 6.25              1,895,000                  2,018,402
Carroll Water & Sewer District
    Water System Improvement Unlimited Tax
    General Obligation Bonds
        12-01-10                                                 6.25              7,855,000                  8,415,376
Cleveland Parking Facilities Improvement
    Revenue Bonds Series 1992
        09-15-22                                                 8.10             15,000,000                 17,499,000
Coshocton County Solid Waste Disposal
    Refunding Revenue Bonds
    Stone Container Series 1992
        08-01-13                                                 7.88             17,500,000                 19,289,199
Cuyahoga County Health Care Facilities
    Lifecare Refunding Revenue Bonds
    Judson Retirement Community Series 1996A
        11-15-13                                                 7.25              2,080,000                  2,281,032
Cuyahoga County Health Care Facilities
    Refunding Revenue Bonds
    Judson Retirement Community Series A
        11-15-18                                                 7.25              4,130,000                  4,529,165
Erie County Hospital Improvement Refunding
    Revenue Bonds Firelands Community Hospital
    Series 1992
        01-01-15                                                 6.75              6,540,000                  7,114,866
Franklin County Multi-family Housing
    Refunding Revenue Bonds
    Jefferson Chase Apartments
    Series 1998B A.M.T.
        11-01-35                                                 6.40              1,465,000                  1,468,531
Franklin County Multi-family Housing
    Refunding Revenue Bonds
    West Bay Apartments A.M.T.
        12-01-25                                                 6.38              8,425,000                  8,584,233
Lorain County Independent Living & Hospital Facilities
    Refunding Revenue Bonds Elyria United Methodist
    Series 1996C
        06-01-22                                                 6.88              3,100,000                  3,421,594
Marion County Health Care Facilities
    Improvement Refunding Revenue Bonds
    United Church Homes Series 1993
        11-15-10                                                 6.38              2,000,000                  2,123,480
Marion County Health Care Facilities
    Refunding & Improvement Revenue Bonds
    United Church Homes Series 1993
        11-15-15                                                 6.30              1,800,000                  1,903,572
Montgomery County Health Facilities Refunding
    Revenue Bonds Friendship Village Dayton Series 1990A
        02-01-16                                                 9.25              9,025,000                  9,787,342
State Water & Air Quality Development Authority
    Pollution Control Refunding Revenue Bonds
    Cleveland Electric Illuminating Series 1995
        08-01-25                                                 7.70             13,000,000                 14,801,410
State Water Development Authority Pollution Control
    Refunding Revenue Bonds Toledo Edison
    Series 1994A A.M.T.
        10-01-23                                                 8.00             10,000,000                 11,424,100
Water  Development  Authority  Collateralized  Pollution  Control  Revenue Bonds
    Cleveland Electric Series 1989 A.M.T.
        10-01-23                                                 8.00             10,000,000                 10,204,900
Water  Development  Authority  Collateralized  Pollution  Control  Revenue Bonds
    Toledo Edison Series 1989 A.M.T.
        10-01-23                                                 8.00              8,500,000                  8,836,685
Water Development Authority Pollution Control
    Revenue Bonds Ohio Edison A.M.T.
        10-01-23                                                 8.10             10,000,000                 10,517,700
Total                                                                                                       191,336,719

Oklahoma (1.0%)
Grand River Dam Authority Refunding Revenue Bonds
    Series 1987
        06-01-12                                                 5.00             10,105,000                 10,106,112
Hinton Economic Development Authority
    Certificate of Participation
    Dominion Leasing Series 1990A
        07-01-15                                                 9.75             19,090,000                 21,854,804
Hinton Economic Development Authority
    Certificate of Participation
    Series 1994
        07-01-15                                                 8.75             11,415,000                 12,826,807
Jackson County Hospital Authority
    Refunding Revenue Bonds
    Jackson County Memorial Hospital Series 1994
        08-01-15                                                 7.30              6,580,000                  7,153,842
Midwest City Memorial Hospital Authority Hospital
    Revenue Bonds Series 1992
        04-01-22                                                 7.38              7,815,000                  8,809,459
Stillwater Medical Center Authority
    Hospital Revenue Bonds Series 1997B
        05-15-19                                                 6.50              1,750,000                  1,898,470
Total                                                                                                        62,649,494

Oregon (0.6%)
State Health Housing Educational & Cultural Facilities
    Authority Revenue Bonds Oregon Baptist Retirement
    Homes-Weidler Retirement Center Series 1995
        11-15-26                                                 8.00              7,645,000                  8,602,154
Western Generation Agency Revenue Bonds
    Wauna Cogeneration Series 1994A
        01-01-21                                                 7.13             13,600,000                 14,749,200
Western Generation Agency Revenue Bonds
    Wauna Cogeneration Series 1994B A.M.T.
        01-01-16                                                 7.40              9,000,000                  9,865,440
Total                                                                                                        33,216,794

Pennsylvania (4.1%)
Allegheny County Industrial Development Authority
    Environment Improvement Revenue Bonds
    USX Corporation Series 1994A
        12-01-20                                                 6.70              6,000,000                  6,567,780
Beaver County Industrial Development Authority
    Collateralized Pollution Control Refunding Revenue Bonds
    Cleveland Electric Illuminating Series 1995
        05-01-25                                                 7.63              7,500,000                  8,459,775
Beaver County Industrial Development Authority
    Collateralized Pollution Control Refunding Revenue Bonds
    Cleveland Electric Illuminating Series 1995A
        07-15-25                                                 7.75             21,150,000                 24,061,932
Beaver County Industrial Development Authority
    Collateralized Pollution Control Refunding Revenue Bonds
    Toledo Edison Series 1995A
        05-01-20                                                 7.75             14,000,000                 15,988,420
Beaver County Industrial Development Authority
    Pollution Control Revenue Bonds
    Ohio Edison
        09-01-24                                                 7.75             34,650,000                 36,070,996
Beaver County Industrial Development Authority
    Pollution Control Revenue Bonds
    Toledo Edison-Beaver Valley Series 1995
        05-01-20                                                 7.63             11,700,000                 13,197,249
Butler County Industrial Development Authority Health Care
    Refunding Revenue Bonds Pittsburgh Lifetime Care
    Community Sherwood Oaks Series 1993
        06-01-11                                                 5.75              2,000,000                  2,093,700
        06-01-16                                                 5.75              3,000,000                  3,100,080
Convention Center Authority Refunding Revenue Bonds
    Philadelphia Series 1994A
        09-01-19                                                 6.75              5,300,000                  5,948,455
Delaware County Authority 1st Mortgage Revenue Bonds
    Riddle Village Series 1996
        06-01-26                                                 7.00             10,000,000                 10,532,300
Delaware County Authority 1st Mortgage Revenue Bonds
    Whitehorse Village Continuing Care Series 1989
        07-01-09                                                 9.70              1,000,000                  1,066,670
        07-01-19                                                 9.70             10,000,000                 10,666,700
Delaware County Industrial Development Authority
    Pollution Control Refunding Revenue Bonds
    Philadelphia Electric Series A
        04-01-21                                                 7.38                900,000                    966,249
Harrisburg Dauphin County General Obligation Bonds
    Zero Coupon Series 1997F (AMBAC Insured)
        09-15-20                                                 5.50              3,000,000(d)                 988,500
        09-15-21                                                 5.52              1,000,000(d)                 310,840
        09-15-22                                                 5.52              1,000,000(d)                 295,040
Montgomery County Higher Education & Health Authority
    Retirement Community Revenue Bonds G.D.L. Farms
    Series A
        01-01-20                                                 9.50              3,000,000                  3,249,000
Philadelphia Gas Works Revenue Bonds Series 13
        06-15-21                                                 7.70              4,150,000                  4,631,359
Philadelphia Hospital & Higher Education Facility
    Authority Hospital Revenue Bonds
    Albert Einstein Medical Center
        04-01-11                                                 7.63             15,545,000                 16,084,101
Philadelphia Municipal Authority Lease
    Refunding Revenue Bonds Series 1993D
        07-15-13                                                 6.25              2,500,000                  2,675,800
        07-15-17                                                 6.30              1,550,000                  1,660,174
Philadelphia Water & Sewer Revenue Bonds Series 16
        08-01-10                                                 7.50             13,200,000                 14,723,148
        08-01-18                                                 7.00             14,000,000                 15,188,320
Philadelphia Water & Wastewater Revenue Bonds
    Series 1993 (CGIC Insured)
        06-15-15                                                 5.50             11,000,000                 11,421,410
State Department of General Services
    Certificate of Participation
    Series 1994A (AMBAC Insured)
        07-01-15                                                 5.00             25,000,000                 24,998,999
Wilkins Industrial Development Authority Revenue Bonds
    Retirement Community Longwood at Oakmont
    Series 1991A
        01-01-21                                                10.00              8,495,000                  9,778,680
Total                                                                                                       244,725,677

Puerto Rico (1.0%)
Commonwealth Public Improvement General Obligation 
    Refunding Revenue Bonds Series 1998
        07-01-23                                                 4.50             13,200,000                 12,289,068
Electric Power Agency Revenue Bonds
    Series N
        07-01-10                                                 6.00             40,000,000                 40,538,800
Electric Power Agency Revenue Bonds
    Series O
        07-01-10                                                 6.00              5,305,000                  5,376,458
Total                                                                                                        58,204,326

South Carolina (1.1%)
Cherokee County Spring City Industrial Development
    Revenue Bonds Knitting Cluett Peabody
        09-01-09                                                 7.40              5,200,000                  6,318,416
Jobs Economic Development Authority
    1st Mortgage Health Facilities Nursing Home Refunding
    Revenue Bonds Lutheran Homes Series 1998
        05-01-26                                                 5.70              5,235,000                  5,246,674
Piedmont Municipal Power Agency Electric
    Refunding Revenue Bonds Series 1986B
        01-01-24                                                 5.75              7,550,000                  7,553,398
Public Service Authority Electric System
    Expansion Revenue Bonds Santee Cooper
    Series 1991D
        07-01-31                                                 6.63             14,975,000                 16,695,478
Public Service Authority Electric System
    Revenue Bonds Santee Cooper
    Series 1991B
        07-01-31                                                 6.00              8,000,000                  8,465,760
Public Service Authority Electric System
    Revenue Bonds Santee Cooper
    Series 1993A Inverse Floater (MBIA Insured)
        06-28-13                                                 7.04             17,700,000(c)              19,425,749
Total                                                                                                        63,705,475

South Dakota (0.6%)
Heartland Consumers Power District Electric System
    Refunding Revenue Bonds Series 1986
        01-01-10                                                 6.00             10,205,000                 11,342,245
Sioux Falls Multi-family Housing Revenue Bonds
    Series 1996A
        12-01-34                                                 7.50             12,200,000                 13,265,792
State Lease Revenue Trust Certificates Series 1993
    (CGIC Insured)
        09-01-17                                                 6.70              7,260,000                  8,880,795
Total                                                                                                        33,488,832

Tennessee (0.4%)
Nashville & Davidson Counties Health & Education
    Facilities 1st Mortgage Revenue Bonds
    Blakeford at Green Hills CCRC
        07-01-24                                                 9.25             12,230,000                 15,554,481
Nashville & Davidson Counties Health & Education
    Facilities Board Revenue Bonds
    Zero Coupon Escrowed to Maturity
        06-01-21                                                 5.38             29,109,000(d)               8,931,223
Total                                                                                                        24,485,704

Texas (6.7%)
Alliance Airport Authority Special Facility Revenue Bonds
    American Airlines Series 1990 A.M.T.
        12-01-29                                                 7.50             37,400,000                 40,120,476
Austin Combined Utility Systems Refunding Revenue Bonds
    Series 1985
        05-15-10                                                10.75             10,000,000                 11,024,700
        05-15-15                                                10.75              2,000,000                  2,204,940
Austin Combined Utility Systems Refunding Revenue Bonds
    Series 1986
        11-15-13                                                 5.00             19,985,000                 19,986,199
Board of Regents of the University System General
    Refunding Revenue Bonds Series 1986
        08-15-07                                                 6.50              2,565,000                  2,906,504
Brazos River Authority Collateralized Pollution Control
    Revenue Bonds Texas Utility Electric
    Series 1989A A.M.T.
        01-01-19                                                 8.25             14,000,000                 14,323,120
Brazos River Authority Collateralized Pollution Control
    Revenue Bonds Texas Utility Electric
    Series 1990A A.M.T.
        02-01-20                                                 8.13             13,205,000                 13,988,057
Brazos River Authority Collateralized Pollution Control
    Revenue Bonds Texas Utility Electric
    Series 1991A A.M.T.
        03-01-21                                                 7.88             24,450,000                 26,530,451
Castlewood Municipal Utility District Water &
    Sewer Systems Unlimited Tax & Refunding Revenue Bonds
    Series 1997
        04-01-14                                                 6.75              2,860,000                  3,039,236
Colony Municipal Utility District 1 Denton County
    Series 1980
        08-01-07                                                 9.25              1,000,000                  1,364,830
Cypress Hill Municipal Utility District 1
    General Obligation Bonds
        09-01-22                                                 5.30              2,045,000                  2,037,986
Dallas &  Fort  Worth  International  Airport  Special  Facility  
    Revenue  Bonds American Airlines Series 1990 A.M.T.
        11-01-25                                                 7.50             26,200,000                 28,049,458
Dallas & Fort Worth  International  Airport Special Facility 
    Revenue Bonds Delta Airlines Series 1991 A.M.T.
        11-01-26                                                 7.13             13,500,000                 14,318,505
Dallas Civic Center Miscellaneous Refunding Revenue
    & Improvement Bonds Series 1998 (MBIA Insured)
        08-15-23                                                 4.88             29,850,000                 29,094,497
Denison Hospital Authority Hospital Revenue Bonds
    Texoma Medical Center Series 1994
        08-15-24                                                 7.10              3,950,000                  4,414,639
Harris County Health Facilities Hospital Revenue Bonds
    Memorial Hospital Series 1992
        06-01-15                                                 7.13             16,000,000                 17,978,240
Harris County Industrial Development Marine Terminal
    Refunding Revenue Bonds GATX Terminal Series 1992
        02-01-22                                                 6.95             15,000,000                 16,148,550
Harris County Municipal Utility District 196
    Water & Sewer Revenue Bonds Series 1998
        09-01-23                                                 5.50              2,585,000                  2,553,773
Hidalgo County Health Services Corporation
    Hospital Revenue Bonds Mission Hospital
    Series 1996
        08-15-26                                                 6.88              7,880,000                  8,704,484
Interstate Municipal Utility District
    Unlimited Tax Bonds Harris County Series 1996
        09-01-21                                                 6.75              3,020,000                  3,289,112
Karnes County Public Facility Lease Revenue Bonds
        03-01-15                                                 9.20             15,645,000                 19,738,827
Kings Manor Municipal Utility District
    Waterworks & Sewer Systems Combination
    Unlimited Tax & Revenue Bonds Series 1995
        03-01-18                                                 6.88              2,470,000                  2,719,025
Lower Colorado River Authority Combined Utility
    Junior Lien Revenue Bonds 7th Supplement
    Series 1998 (FSA Insured)
        01-01-28                                                 4.75             10,500,000                 10,037,475
Midland County Hospital District Revenue Bonds Series 1992
        06-01-16                                                 7.50              3,025,000                  3,410,052
Mineral Wells Independent School Districts Palo Pinto &
    Parker Counties Unlimited Tax General Obligation School
    Building & Refunding Bonds Series 1998
    Permanent School Fund Guarantee
        02-15-22                                                 4.75              5,430,000                  5,244,403
        02-15-28                                                 4.75              8,345,000                  8,001,019
Municipal Power Agency
    Refunding Revenue Bonds (MBIA Insured)
        09-01-09                                                 5.25              8,000,000                  8,619,680
Municipal Power Agency
    Revenue Bonds
        09-01-13                                                 5.50              7,410,000                  7,417,632
Rio Grande City Consolidated Independent School District
    Public Facilities Lease Revenue Bonds Series 1995
        07-15-10                                                 6.75              4,000,000                  4,409,840
Rolling Creek Utility District Unlimited Tax
    General Obligation Refunding Bonds
    Series 1998
        03-01-15                                                 5.75              3,660,000                  3,708,788
Sabine River  Authority  Collateralized  Pollution  Control  
    Revenue Bonds Texas Utilities Electric Series 1990A A.M.T.
        02-01-20                                                 8.13             30,500,000                 32,311,090
San Antonio Electric & Gas Systems
    Revenue Bonds Series 1987
        02-01-14                                                 5.00              8,680,000                  8,680,781
Uvalde Consolidated Independent School District
    General Obligation Bonds
    Permanent School Fund Guarantee
        08-01-22                                                 4.50              5,100,000                  4,728,108
West Side Calhoun County  Navigation  District 
    Solid Waste Disposal Revenue Bonds
    Union Carbide Chemical & Plastics Series 1991 A.M.T.
        03-15-21                                                 8.20             17,550,000                 19,173,375
Total                                                                                                       400,277,852

Utah (1.6%)
Carbon County Solid Waste Disposal
    Refunding Revenue Bonds Sunnyside
    Cogeneration Associates Series 1991 A.M.T.
        07-01-18                                                 9.25             25,350,000(j)              13,942,500
Housing Finance Agency Single Family Mortgage
    Senior Bonds Series 1991C (FGIC Insured)
        07-01-11                                                 7.30                570,000                    601,669
        07-01-16                                                 7.35                450,000                    474,705
Hurricane Health Facilities Development Revenue Bonds
    Mission Health Services Series 1990
        07-01-20                                                10.50              7,570,000                  8,311,482
Intermountain Power Agency Power Supply
    Refunding Revenue Bonds Series 1993B Inverse Floater
        07-01-11                                                 7.30              7,600,000(c)               8,512,000
Intermountain Power Agency Power Supply
    Refunding Revenue Bonds Series 1996C (MBIA Insured)
        07-01-17                                                 5.70             46,000,000                 49,294,980
Intermountain Power Agency Power Supply
    Refunding Revenue Bonds Series F (AMBAC Insured)
        07-01-13                                                 5.00              5,000,000                  5,000,800
Intermountain Power Agency Power Supply
    Revenue Bonds Series 1987A (MBIA Insured)
        07-01-12                                                 5.00              8,000,000                  8,001,760
Tooele County Pollution Control Refunding Revenue Bonds
    Laidlaw Environmental Services Incorporated
    Series 1997A A.M.T.
        07-01-27                                                 7.55              4,000,000                  4,434,080
Total                                                                                                        98,573,976

Virginia (0.7%)
Fairfax County Economic Development Authority
    Educational Facilities Revenue Bonds
    Browne Academy Series 1998
        10-01-08                                                 6.00              1,500,000                  1,517,625
        10-01-23                                                 6.45              5,200,000                  5,303,844
Fairfax County Redevelopment & Housing Authority
    Multi-family Housing Revenue Bonds
    Burkeshire Commons Series 1996
        10-01-36                                                 7.60             13,155,000                 14,437,349
Hopewell City Industrial Development Authority
    Pollution Control Refunding Revenue Bonds
    Stone Container Series 1992
        05-01-10                                                 8.25              3,170,000                  3,516,640
Housing Development Authority Commonwealth
    Mortgage Bonds Series 1992A
        01-01-33                                                 7.15             11,890,000                 12,506,497
Prince William County Service Authority Water & Sewer
    Systems Refunding Revenue Bonds
    Series 1997 (FGIC Insured)
        07-01-29                                                 4.75              1,875,000                  1,804,706
Total                                                                                                        39,086,661

Washington (2.7%)
King County Housing Authority Pooled Housing
    Refunding Revenue Bonds Series 1995A
        03-01-26                                                 7.20              4,000,000                  4,176,120
Longview Industrial Development Corporation Solid Waste
    Revenue Bonds Weyerhaeuser Series 1991 A.M.T.
        02-01-13                                                 7.45             20,000,000                 21,504,000
Public Power Supply System Nuclear Project 1
    Refunding Revenue Bonds Bonneville Power Administration
    Series 1993A Inverse Floater (FSA Insured)
        07-01-11                                                 7.47             25,000,000(c)              30,593,750
Public Power Supply System Nuclear Project 1
    Refunding Revenue Bonds Series A
        07-01-15                                                 6.50             21,000,000                 23,287,740
Public Power Supply System Nuclear Project 1
    Revenue Bonds Series 1990A
        07-01-17                                                 6.00             38,875,000                 40,372,465
Public Power Supply System Nuclear Project 2
    Revenue Bonds Series 1994A
        07-01-11                                                 5.38             10,000,000                 10,387,300
Snohomish County Public Utility District 1
    Generation System Revenue Bonds Series 1986A
        01-01-20                                                 5.00             17,750,000                 17,978,975
State General Obligation
    Refunding Revenue Bonds
    Zero Coupon Series 1997A
        07-01-19                                                 5.95             16,260,000(d)               5,765,959
State Housing Finance Commission
    Refunding Revenue Bonds Horizon House
    Series 1995A (Asset Guaranty)
        07-01-17                                                 6.00              3,700,000                  3,953,413
        07-01-27                                                 6.13              3,845,000                  4,128,530
Total                                                                                                       162,148,252

West Virginia (1.2%)
Kanawha County Pollution Control
    Revenue Bonds Union Carbide Series 1984
        08-01-04                                                 7.35              3,000,000                  3,449,760
Mason County Pollution Control
    Refunding Revenue Bonds Appalachian Power
    Series 1992J
        10-01-22                                                 6.60             25,000,000                 26,810,250
Pea Ridge Public Service District Sewer
    Refunding Revenue Bonds Series 1990
        05-01-20                                                 9.25              2,540,000                  2,811,018
Putnam County Pollution Control Revenue Bonds
    Appalachian Power Series C
        07-01-19                                                 6.60             10,600,000                 11,310,518
School Building Authority Capital Improvement
    Revenue Bonds Series 1991A
        07-01-21                                                 6.00             20,785,000                 21,782,888
South Charleston Pollution Control Refunding
    Revenue Bonds Union Carbide Series 1985
        08-01-05                                                 7.63              3,000,000                  3,524,910
Total                                                                                                        69,689,344

Wisconsin (0.6%)
Health & Education Facilities Authority
    Revenue Bonds St. Clare Hospital
        02-15-22                                                 7.00             12,115,000                 13,132,175
Madison Industrial Development
    Refunding Revenue Bonds Madison Gas & Electric
    Series 1992B
        10-01-27                                                 6.70             19,300,000                 20,958,449
State Health & Education Facilities Authority
    Lifecare Revenue Bonds United Lutheran
    Program for the Aging - Luther Manor Series 1998
        03-01-28                                                 5.70              3,250,000                  3,233,620
Total                                                                                                        37,324,244

Wyoming (0.2%)
Natrona County Hospital Revenue Bonds
    Wyoming Medical Center
        09-15-10                                                 8.13              6,500,000                  7,141,940
State Farm Loan Board Capital Facilities
    Revenue Bonds Series 1994
        04-01-24                                                 6.10              5,000,000                  5,477,950
Total                                                                                                        12,619,890

Total municipal bonds
(Cost: $5,189,274,609)                                                                                   $5,814,702,281

Other (--%)
Issuer                                                                                                         Value(a)

Smoky Mountain Golf Course(k)                                                                                  $599,999

Total other
(Cost: $7,171,187)                                                                                             $599,999


Municipal notes (1.5%)
Issuer(b,f,g)                                                Effective                Amount                   Value(a)
                                                                 yield            payable at
                                                                                    maturity

Burke County Georgia Development Authority Pollution
Control Revenue Bonds (Georgia Power) Vogtle
2nd Series V.R.
        07-01-24                                                 3.30%            $1,700,000                 $1,700,000
Burke County Georgia Development Authority Pollution
Control Revenue Bonds (Georgia Power) Vogtle
3rd Series 1995 V.R.
        09-01-25                                                 3.25              4,200,000                  4,200,000
Burke County Georgia Development Authority Pollution
Control Revenue Bonds (Georgia Power) Vogtle
Series 1995 V.R.
        04-01-25                                                 3.25              1,300,000                  1,300,000
Burke County Georgia Pollution Control Revenue
Bonds (Georgia Power) Series 1994 V.R.
        07-01-24                                                 3.35              2,800,000                  2,800,000
Emery County Utah Pollution Control Refunding
Revenue Bonds (Pacificorp) Series 1994 V.R.
        11-01-24                                                 3.35              7,050,000                  7,050,000
Harris County Texas Development Solid Waste
Exxon Series 1997 V.R.
        04-01-33                                                 3.30              3,700,000                  3,700,000
Illinois Health Facility Provena Health
Series 1998B V.R.
        05-01-28                                                 3.35              4,900,000                  4,900,000
Jackson County Mississippi Pollution Control
Revenue Bonds (Chevron) Series 1992 V.R.
        12-01-16                                                 3.25              1,200,000                  1,200,000
Jacksonville  Florida  Pollution Control Revenue Bonds 
Power & Light Series 1995 V.R.
        05-01-29                                                 3.25              6,100,000                  6,100,000
Long Island New York Power Authority Electric
Revenue Bonds 5th Series V.R.
        05-01-33                                                 3.25             12,800,000                 12,800,000
Louisiana State Offshore Terminal Authority
Deepwater Port Revenue Bonds Loop
Series 1992 V.R.
        09-01-08                                                 3.30              3,650,000                  3,650,000
Monroe County Georgia Development Authority
(Georgia Power) 2nd Series V.R.
        07-01-25                                                 3.65              4,900,000                  4,900,000
New York City Municipal Water Finance Authority
Series G V.R. (FGIC Insured)
        06-15-24                                                 3.25             15,700,000                 15,700,000
Orange County California Sanitation
Certificate of Participation Series 1992 V.R.
        08-01-17                                                 3.20             10,000,000                 10,000,000
Roanoke Virginia Hospital Revenue Bonds
Carlton Health System Series 1997A V.R.
        07-01-32                                                 3.30              2,200,000                  2,200,000
Uinta County Wyoming Pollution Control
Revenue Bonds (Chevron) Series 1993 V.R.
        08-15-20                                                 3.25              2,000,000                  2,000,000
Valdez Alaska Marine Terminal Revenue Bonds
(Exxon Pipeline) Series 1985 V.R.
        10-01-25                                                 3.30              1,000,000                  1,000,000
Valdez Alaska Marine Terminal Revenue Bonds
(Exxon Pipeline) Series 1993A V.R.
        12-01-33                                                 3.30              2,460,000                  2,460,000
Washington Health Care Facility Authority
(Sisters of Providence) Series 1985D V.R.D.N.
        10-01-05                                                 3.25              1,100,000                  1,100,000

Total municipal notes
(Cost: $88,760,000)                                                                                         $88,760,000

Total investments in securities
(Cost: $5,285,205,796)(l)                                                                                $5,904,062,280

See accompanying notes to investments in securities.


</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue: ACA -- ACA Financial Guaranty Corporation

AMBAC     --    American Municipal Bond Association Corporation
BIG       --    Bond Investors Guarantee
CGIC      --    Capital Guaranty Insurance Company
FGIC      --    Financial Guarantee Insurance Corporation
FHA       --    Federal Housing Authority
FNMA      --    Federal National Mortgage Association
FSA       --    Financial Security Assurance
GNMA      --    Government National Mortgage Association
MBIA      --    Municipal Bond Investors Assurance

(c)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on Nov. 30, 1998.  Inverse  floaters in the aggregate  represent 6.14% of
the Fund's net assets as of Nov. 30, 1998.

(d) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(e) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed  represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(f) The  Portfolio  is  entitled  to receive  principal  amount  from  issuer or
corporate  guarantor,  if  indicated  in  parentheses,  after a day or a  week's
notice. The maturity date disclosed represents the final maturity. Interest rate
varies to reflect current market conditions; rate shown is the effective rate on
Nov. 30, 1998.

(g) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --    Alternative Minimum Tax-- As of Nov. 30, 1998, the value of 
                securities subject to alternative minimum tax represented 16.63%
                of net assets.
B.A.N.    --    Bond Anticipation Note
C.P.      --    Commercial Paper
R.A.N.    --    Revenue Anticipation Note
T.A.N.    --    Tax Anticipation Note
T.R.A.N.  --    Tax & Revenue Anticipation Note
V.R.      --    Variable Rate
V.R.D.B.  --    Variable Rate Demand Bond
V.R.D.N.  --    Variable Rate Demand Note

(h) Interest rate varies to reflect current market conditions; rate shown is the
effective rate on Nov. 30, 1998.

(i) At Nov. 30,  1998,  the cost of  securities  purchased,  including  interest
purchased, on awhen-issued basis was $7,669,520.

(j)  Non-income  producing.  Items  identified  are in  default as to payment of
interest and/or principal.

(k) This  property was  acquired  through  foreclosure  in  connection  with the
default of a bond  issue.  The  property  is valued as of Nov.  30,  1998 at the
approximate sales price realized by the portfolio subsequent to year end.

(l) At Nov. 30, 1998, the cost of securities for federal income tax purposes was
$5,292,047,829 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation........................................$640,676,997
Unrealized depreciation.........................................(28,662,546)

Net unrealized appreciation....................................$612,014,451

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a)       Articles  of  Incorporation,   filed  as  Exhibit  1  to  Registrant's
          Post-Effective Amendment No. 19 to Registration Statement No. 2-63552,
          are incorporated by reference.

(b)       By-laws,  as amended Feb 14, 1991,  filed as Exhibit 2 to Registrant's
          Post-Effective Amendment No. 20 to Registration Statement No. 2-63552,
          are incorporated by reference.

(c)       Stock  certificate,  filed as Exhibit 4 to  Registrant's  Registration
          Statement  No.  2-63552,  on  February  9, 1979,  is  incorporated  by
          reference.

(d)       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. 34 to  Registration  Statement No.  2-63552,  is  incorporated  by
          reference.  The agreement  was assumed by the Portfolio  when the Fund
          adopted the master/feeder structure.

(e)       Distribution   Agreement  Between   Registrant  and  American  Express
          Financial Advisors Inc., dated March 20, 1995, filed electronically as
          Exhibit  6  to  Registrant's   Post-Effective   Amendment  No.  34  to
          Registration Statement No. 2-63552, 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 First  National Bank of
          Minneapolis,  dated August 16, 1979, filed  electronically  as Exhibit
          8(a) to Registrant's  Post-Effective  Amendment No. 34 to Registration
          Statement No. 2-63552, is incorporated by reference.

(g)(2)    Addendum to the Custodian  Agreement  between  Registrant,  First Bank
          National Association and American Express Financial Corporation, dated
          May 13,  1996 filed  electronically  as Exhibit  8(b) to  Registrant's
          Post-Effective Amendment No. 34 to Registration Statement No. 2-63552,
          is incorporated by reference.

(h)(1)    Administrative  Services  Agreement  between  Registrant  and American
          Express   Financial   Corporation,   dated  March  20,   1995,   filed
          electronically   as  Exhibit  9(e)  to   Registrant's   Post-Effective
          Amendment  No.  34  to   Registration   Statement  No.   2-63552,   is
          incorporated by reference.

(h)(2)    Agreement  and  Declaration  of  Unitholders  between  Registrant  and
          Strategist  Tax-Free  Income Fund,  Inc.,  dated May 13,  1996,  filed
          electronically   as  Exhibit  9(f)  to   Registrant's   Post-Effective
          Amendment  No.  34  to   Registration   Statement  No.   2-63552,   is
          incorporated by reference.

(h)(3)    License  Agreement  between  Registrant and IDS Financial  Corporation
          dated  January  25,  1988,  filed  as  Exhibit  9(c)  to  Registrant's
          Post-Effective Amendment No. 21 to Registration Statement No. 2-63552,
          is incorporated by reference.

(h)(4)    Plan  and   Agreement  of  Merger,   dated  April  10,   1986,   filed
          electronically  as  Exhibit  No.  9  to  Registrant's   Post-Effective
          Amendment  No.  13  to   Registration   Statement  No.   2-63552,   is
          incorporated by reference.

(h)(5)    Shareholder  Service Agreement between Registrant and American Express
          Financial Advisors Inc., dated March 20, 1995, filed electronically as
          Exhibit  9(d)  to  Registrant's  Post-Effective  Amendment  No.  34 to
          Registration Statement No. 2-63552, is incorporated by reference.

(h)(6)    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.

<PAGE>

(h)(7)    Transfer  Agency  Agreement  between  Registrant and American  Express
          Client  Service  Corporation,  dated Jan. 1, 1998 is  incorporated  by
          reference to Exhibit 9(b) of Registrant's Post-Effective Amendment No.
          35 filed on or about Jan. 26, 1998.

(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: None

(l)       Initial Capital Agreements: Not Applicable.

(m)       Plan and Agreement of  Distribution  between  Registrant  and American
          Express   Financial   Advisors  Inc.,  dated  March  20,  1995,  filed
          electronically as Exhibit 15 to Registrant's  Post-Effective Amendment
          No. 34 to  Registration  Statement No.  2-63552,  is  incorporated  by
          reference.

(n)       Financial Data Schedules are filed electronically herewith.

(o)       Rule 18f-3 plan, dated May 9, 1997, filed  electronically  on or about
          January  26,  1998 as  Exhibit 18 to IDS Equity  Select  Fund,  Inc.'s
          Post-Effective Amendment No. 86 to Registration Statement No. 2-13188,
          is incorporated by reference.

(p)(1)    Directors'   Power  of  Attorney  dated  January  14,  1999  is  filed
          electronically herewith.

(p)(2)    Officers' Power of Attorney dated November 1, 1995, to sign amendments
          to this  Registration  Statement,  filed  electronically  herewith  as
          Exhibit  19(b) to  Registrant's  Post-Effective  Amendment  No. 33, is
          incorporated by reference.

(p)(3)    Trustees'   Power  of  Attorney   dated  January  14,  1999  is  filed
          electronically herewith.

(p)(4)    Officers' Power of Attorney dated April 11, 1996 filed  electronically
          as Exhibit 19(d) to  Registrant's  Post-Effective  Amendment No. 34 to
          Registration Statement No. 2-63552, 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

<PAGE>


connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Any  indemnification  hereunder  shall not be  exclusive  of any other rights of
indemnification  to which the  directors,  officers,  employees  or agents might
otherwise  be  entitled.  No  indemnification  shall be made in violation of the
Investment Company Act of 1940.


<PAGE>



<PAGE>

<TABLE>
<CAPTION>

Item 26.          Business and Other Connections of Investment Adviser (American Express
                  Financial Corporation)

Directors and officers of American Express Financial Corporation who are
directors and/or officers of one or more other companies:

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

Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

<S>                             <C>                          <C>                          <C>
Ronald G. Abrahamson,           American Express Client      IDS Tower 10                 Director and Vice President
Vice President                  Service Corporation          Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                Public Employee Payment                                   Director and Vice President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas A. Alger,               American Express Financial   IDS Tower 10                 Senior Vice President
Senior Vice President           Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Peter J. Anderson,              Advisory Capital             IDS Tower 10                 Director
Director and Senior Vice        Strategies Group Inc.        Minneapolis, MN 55440
President

                                American Express Asset                                    Director and Chairman of
                                Management Group Inc.                                     the Board

                                American Express Asset                                    Director, Chairman of the
                                Management International,                                 Board and Executive Vice
                                Inc.                                                      President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Capital Holdings Inc.                                 Director and President

                                IDS Futures Corporation                                   Director

                                NCM Capital Management       2 Mutual Plaza               Director
                                Group, Inc.                  501 Willard Street
                                                             Durham, NC  27701
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ward D. Armstrong,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Service                                  Vice President
                                Corporation

                                American Express Trust                                    Director and Chairman of
                                Company                                                   the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John M. Baker,                  American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Trust                                    Senior Vice President
                                Company

Joseph M. Barsky III,           American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Timothy V. Bechtold,            American Centurion Life      IDS Tower 10                 Director and President
Vice President                  Assurance Company            Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Executive Vice President

                                IDS Life Insurance Company   P.O. Box 5144                Director and President
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John C. Boeder,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company   P.O. Box 5144                Director
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas W. Brewers,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Karl J. Breyer,                 American Express Financial   IDS Tower 10                 Corporate Senior Vice
Director, Corporate Senior      Advisors Inc.                Minneapolis, MN 55440        President
Vice President

                                American Express Financial                                Director
                                Advisors Japan Inc.

                                American Express Minnesota                                Director
                                Foundation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Cynthia M. Carlson,             American Enterprise          IDS Tower 10                 Director, President and
Vice President                  Investment Services Inc.     Minneapolis, MN 55440        Chief Executive Officer

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Service                                  Vice President
                                Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mark W. Carter,                 American Express Financial   IDS Tower 10                 Senior Vice President and
Senior Vice President and       Advisors Inc.                Minneapolis, MN 55440        Chief Marketing Officer
Chief Marketing Officer

                                IDS Life Insurance Company                                Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James E. Choat,                 American Centurion Life      IDS Tower 10                 Executive Vice President
Director and Senior Vice        Assurance Company            Minneapolis, MN 55440
President

                                American Enterprise Life                                  Director, President and
                                Insurance Company                                         Chief Executive Officer

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

                                IDS Life Insurance Company                                Executive Vice President
                                of New York
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Kenneth J. Ciak,                AMEX Assurance Company       IDS Tower 10                 Director and President
Vice President and General                                   Minneapolis, MN 55440
Manager

                                American Express Financial                                Vice President and General
                                Advisors Inc.                                             Manager

                                IDS Property Casualty        1 WEG Blvd.                  Director and President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul A. Connolly,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Colleen Curran,                 American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                American Express Service                                  Vice President and Chief
                                Corporation                                               Legal Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Luz Maria Davis                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas K. Dunning,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Gordon L. Eid,                  American Express Financial   IDS Tower 10                 Senior Vice President,
Director, Senior Vice           Advisors Inc.                Minneapolis, MN 55440        General Counsel and Chief
President, General Counsel                                                                Compliance Officer
and Chief Compliance Officer

                                American Express Financial                                Vice President and Chief
                                Advisors Japan Inc.                                       Compliance Officer

                                American Express Insurance                                Director and Vice President
                                Agency of Arizona Inc.

                                American Express Insurance                                Director and Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Director and Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Director and Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Director and Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Director and Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Director and Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Wyoming Inc.

                                IDS Real Estate Services,                                 Vice President
                                Inc.

                                Investors Syndicate                                       Director
                                Development Corp.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Robert M. Elconin,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Gordon M. Fines,                American Express Asset       IDS Tower 10                 Senior Vice President and
Vice President                  Management Group Inc.        Minneapolis, MN 55440        Chief Investment Officer

                                American Express Financial                                Vice President
                                Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas L. Forsberg,            American Centurion Life      IDS Tower 10                 Director
Vice President                  Assurance Company            Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Financial                                Director, President and
                                Advisors Japan Inc.                                       Chief Executive Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey P. Fox,                 American Enterprise Life     IDS Tower 10                 Vice President and
Vice President and Corporate    Insurance Company            Minneapolis, MN 55440        Controller
Controller

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Corporate Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

 Harvey Golub,                  American Express Company     American Express Tower       Chairman and Chief
Director                                                     World Financial Center       Executive Officer
                                                             New York, NY  10285

                                American Express Travel                                   Chairman and Chief
                                Related Services Company,                                 Executive Officer
                                Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David A. Hammer,                American Express Financial   IDS Tower 10                 Vice President and
Vice President and Marketing    Advisors Inc.                Minneapolis, MN 55440        Marketing Controller
Controller

                                IDS Plan Services of                                      Director and Vice President
                                California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lorraine R. Hart,               AMEX Assurance Company       IDS Tower 10                 Vice President
Vice President                                               Minneapolis, MN 55440

                                American Centurion Life                                   Vice President
                                Assurance Company

                                American Enterprise Life                                  Vice President
                                Insurance Company

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and Vice
                                Insurance Company                                         President

                                IDS Certificate Company                                   Vice President

                                IDS Life Insurance Company                                Vice President

                                IDS Life Series Fund, Inc.                                Vice President

                                IDS Life Variable Annuity                                 Vice President
                                Funds A and B

                                Investors Syndicate                                       Director and Vice
                                Development Corp.                                         President

                                IDS Life Insurance Company   P.O. Box 5144                Vice President
                                of New York                  Albany, NY 12205

                                IDS Property Casualty        1 WEG Blvd.                  Vice President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Scott A. Hawkinson,             American Express Financial   IDS Tower 10                 Vice President and
Vice President and Controller   Advisors Inc.                Minneapolis, MN 55440        Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Janis K. Heaney,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James G. Hirsh,                 American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Darryl G. Horsman,              American Express Trust       IDS Tower 10                 Director and President
Vice President                  Company                      Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey S. Horton,              AMEX Assurance Company       IDS Tower 10                 Vice President, Treasurer
Vice President and Corporate                                 Minneapolis, MN 55440        and Assistant Secretary
Treasurer

                                American Centurion Life                                   Vice President and
                                Assurance Company                                         Treasurer

                                American Enterprise                                       Vice President and
                                Investment Services Inc.                                  Treasurer

                                American Enterprise Life                                  Vice President and
                                Insurance Company                                         Treasurer

                                American Express Asset                                    Vice President and
                                Management Group Inc.                                     Treasurer

                                American Express Asset                                    Vice President and
                                Management International                                  Treasurer
                                Inc.

                                American Express Client                                   Vice President and
                                Service Corporation                                       Treasurer

                                American Express                                          Vice President and
                                Corporation                                               Treasurer

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Treasurer

                                American Express Financial                                Vice President and
                                Advisors Japan Inc.                                       Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Arizona Inc.                                    Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Idaho Inc.                                      Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Nevada Inc.                                     Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Oregon Inc.                                     Treasurer

                                American Express Minnesota                                Vice President and
                                Foundation                                                Treasurer

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Kentucky Inc.

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Maryland Inc.

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Pennsylvania Inc.

                                American Partners Life                                    Vice President and
                                Insurance Company                                         Treasurer

                                IDS Cable Corporation                                     Director, Vice President
                                                                                          and Treasurer

                                IDS Cable II Corporation                                  Director, Vice President
                                                                                          and Treasurer

                                IDS Capital Holdings Inc.                                 Vice President, Treasurer
                                                                                          and Assistant Secretary

                                IDS Certificate Company                                   Vice President and
                                                                                          Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Alabama Inc.                                              Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Arkansas Inc.                                             Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Massachusetts Inc.                                        Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                New Mexico Inc.                                           Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                North Carolina Inc.                                       Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Ohio Inc.                                                 Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Wyoming Inc.                                              Treasurer

                                IDS Life Insurance Company                                Vice President, Treasurer
                                                                                          and Assistant Secretary

                                IDS Life Insurance Company   P.O. Box 5144                Vice President and
                                of New York                  Albany, NY 12205             Treasurer

                                IDS Life Series Fund Inc.                                 Vice President and
                                                                                          Treasurer

                                IDS Life Variable Annuity                                 Vice President and
                                Funds A & B                                               Treasurer

                                IDS Management Corporation                                Director, Vice President
                                                                                          and Treasurer

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Treasurer

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Treasurer

                                IDS Real Estate Services,                                 Vice President and
                                Inc.                                                      Treasurer

                                IDS Realty Corporation                                    Vice President and
                                                                                          Treasurer

                                IDS Sales Support Inc.                                    Vice President and
                                                                                          Treasurer

                                Investors Syndicate                                       Vice President and
                                Development Corp.                                         Treasurer

                                IDS Property Casualty        1 WEG Blvd.                  Vice President, Treasurer
                                Insurance Company            DePere, WI 54115             and Assistant Secretary

                                Public Employee Payment                                   Vice President and
                                Company                                                   Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David R. Hubers,                AMEX Assurance Company       IDS Tower 10                 Director
Director, President and Chief                                Minneapolis, MN 55440
Executive Officer

                                American Express Financial                                Chairman, President and
                                Advisors Inc.                                             Chief Executive Officer

                                American Express Service                                  Director and President
                                Corporation

                                IDS Certificate Company                                   Director

                                IDS Life Insurance Company                                Director

                                IDS Plan Services of                                      Director and President
                                California, Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Martin G. Hurwitz,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Jensen,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Vice President

                                IDS Life Series Fund, Inc.                                Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Marietta L. Johns,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Nancy E. Jones,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Service                                  Vice President
                                Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ora J. Kaine,                   American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Linda B. Keene,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

G. Michael Kennedy,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan D. Kinder,                American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Richard W. Kling,               AMEX Assurance Company       IDS Tower 10                 Director
Director and Senior Vice                                     Minneapolis, MN 55440
President

                                American Centurion Life                                   Director and Chairman of
                                Assurance Company                                         the Board

                                American Enterprise Life                                  Director and Chairman of
                                Insurance Company                                         the Board

                                American Express                                          Director and President
                                Corporation

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Insurance                                Director and President
                                Agency of Arizona Inc.

                                American Express Insurance                                Director and President
                                Agency of Idaho Inc.

                                American Express Insurance                                Director and President
                                Agency of Nevada Inc.

                                American Express Insurance                                Director and President
                                Agency of Oregon Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                American Express Service                                  Vice President
                                Corporation

                                American Partners Life                                    Director and Chairman of
                                Insurance Company                                         the Board

                                IDS Certificate Company                                   Director and Chairman of
                                                                                          the Board

                                IDS Insurance Agency of                                   Director and President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Director and President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Director and President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Director and President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and President
                                Wyoming Inc.

                                IDS Life Insurance Company                                Director and President

                                IDS Life Series Fund, Inc.                                Director and President

                                IDS Life Variable Annuity                                 Manager, Chairman of the
                                Funds A and B                                             Board and President

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115

                                IDS Life Insurance Company   P.O. Box 5144                Director and Chairman of
                                of New York                  Albany, NY 12205             the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul F. Kolkman,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

                                IDS Life Series Fund, Inc.                                Vice President and Chief
                                                                                          Actuary

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Claire Kolmodin,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Steve C. Kumagai,               American Express Financial   IDS Tower 10                 Director and Senior Vice
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        President
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Kurt A. Larson,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lori J. Larson,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Daniel E. Laufenberg,           American Express Financial   IDS Tower 10                 Vice President and Chief
Vice President and Chief U.S.   Advisors Inc.                Minneapolis, MN 55440        U.S. Economist
Economist
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Peter A. Lefferts,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Trust                                    Director
                                Company

                                IDS Plan Services of                                      Director
                                California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas A. Lennick,             American Express Financial   IDS Tower 10                 Director and Executive
Director and Executive Vice     Advisors Inc.                Minneapolis, MN 55440        Vice President
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jonathan S. Linen,                                           IDS Tower 10
Director                                                     Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mary J. Malevich,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Fred A. Mandell,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Sarah A. Mealey,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paula R. Meyer,                 American Enterprise Life     IDS Tower 10                 Vice President
Vice President                  Insurance Company            Minneapolis, MN 55440

                                American Express                                          Director
                                Corporation

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and President
                                Insurance Company

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

                                Investors Syndicate                                       Director, Chairman of the
                                Development Corporation                                   Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

 William P. Miller,             Advisory Capital             IDS Tower 10                 Vice President
Vice President and Senior       Strategies Group Inc.        Minneapolis, MN 55440
Portfolio Manager

                                American Express Asset                                    Senior Vice President and
                                Management Group Inc.                                     Chief Investment Officer

                                American Express Financial                                Vice President and Senior
                                Advisors Inc.                                             Portfolio Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James A. Mitchell,              AMEX Assurance Company       IDS Tower 10                 Director
Director and Executive Vice                                  Minneapolis, MN 55440
President

                                American Enterprise                                       Director
                                Investment Services Inc.

                                American Express Financial                                Executive Vice President
                                Advisors Inc.

                                American Express Service                                  Director and Senior Vice
                                Corporation                                               President

                                American Express Tax and                                  Director
                                Business Services Inc.

                                IDS Certificate Company                                   Director

                                IDS Life Insurance Company                                Director, Chairman of the
                                                                                          Board and Chief Executive
                                                                                          Officer

                                IDS Plan Services of                                      Director
                                California, Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Pamela J. Moret,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Trust                                    Vice President
                                Company

                                IDS Life Insurance Company                                Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Barry J. Murphy,                American Express Client      IDS Tower 10                 Director and President
Director and Senior Vice        Service Corporation          Minneapolis, MN 55440
President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mary Owens Neal,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael J. O'Keefe,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James R. Palmer,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Carla P. Pavone,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                Public Employee Payment                                   Director and President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Thomas P. Perrine,              American Express Financial   IDS Tower 10                 Senior Vice President
Senior Vice President           Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan B. Plimpton,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ronald W. Powell,               American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                IDS Cable Corporation                                     Vice President and
                                                                                          Assistant Secretary

                                IDS Cable II Corporation                                  Vice President and
                                                                                          Assistant Secretary

                                IDS Management Corporation                                Vice President and
                                                                                          Assistant Secretary

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Assistant Secretary

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Assistant Secretary

                                IDS Realty Corporation                                    Vice President and
                                                                                          Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Punch,                 American Express Financial   IDS Tower 10                 Vice President and Project
Vice President and Project      Advisors Inc.                Minneapolis, MN 55440        Manager
Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Frederick C. Quirsfeld,         American Express Asset       IDS Tower 10                 Senior Vice President and
Senior Vice President           Management Group Inc.        Minneapolis, MN 55440        Senior Portfolio Manager

                                American Express Financial                                Senior Vice President
                                Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Rollyn C. Renstrom,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

ReBecca K. Roloff,              American Express Financial   IDS Tower 10                 Senior Vice President
Senior Vice President           Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stephen W. Roszell,             Advisory Capital             IDS Tower 10                 Director
Senior Vice President           Strategies Group Inc.        Minneapolis, MN 55440

                                American Express Asset                                    Director, President and
                                Management Group Inc.                                     Chief Executive Officer

                                American Express Asset                                    Director
                                Management International,
                                Inc.

                                American Express Asset                                    Director
                                Management Ltd.

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Trust                                    Director
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Erven A. Samsel,                American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stuart A. Sedlacek,             AMEX Assurance Company       IDS Tower 10                 Director
Senior Vice President and                                    Minneapolis, MN 55440
Chief Financial Officer

                                American Enterprise Life                                  Executive Vice President
                                Insurance Company

                                American Express Financial                                Senior Vice President and
                                Advisors Inc.                                             Chief Financial Officer

                                American Express Trust                                    Director
                                Company

                                American Partners Life                                    Director and Vice President
                                Insurance Agency

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Executive Vice President
                                                                                          and Controller

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Donald K. Shanks,               AMEX Assurance Company       IDS Tower 10                 Senior Vice President
Vice President                                               Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Senior Vice President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

F. Dale Simmons,                AMEX Assurance Company       IDS Tower 10                 Vice President
Vice President                                               Minneapolis, MN 55440

                                American Centurion Life                                   Vice President
                                Assurance Company

                                American Enterprise Life                                  Vice President
                                Insurance

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Vice President
                                Insurance Company

                                IDS Certificate Company                                   Vice President

                                IDS Life Insurance Company                                Vice President

                                IDS Partnership Services                                  Director and Vice President
                                Corporation

                                IDS Real Estate Services                                  Chairman of the Board and
                                Inc.                                                      President

                                IDS Realty Corporation                                    Director and Vice President

                                IDS Life Insurance Company   P.O. Box 5144                Vice President
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Judy P. Skoglund,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Bridget Sperl,                  American Express Client      IDS Tower 10                 Vice President
Vice President                  Service Corporation          Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                Public Employee Payment                                   Director and President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lisa A. Steffes,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

William A. Stoltzmann,          American Enterprise Life     IDS Tower 10                 Director, Vice President,
Vice President and Assistant    Insurance Company            Minneapolis, MN 55440        General Counsel and
General Counsel                                                                           Secretary

                                American Express                                          Director, Vice President
                                Corporation                                               and Secretary

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Assistant General Counsel

                                American Partners Life                                    Director, Vice President,
                                Insurance Company                                         General Counsel and
                                                                                          Secretary

                                IDS Life Insurance Company                                Vice President, General
                                                                                          Counsel and Secretary

                                IDS Life Series Fund Inc.                                 General Counsel and
                                                                                          Assistant Secretary

                                IDS Life Variable Annuity                                 General Counsel and
                                Funds A & B                                               Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James J. Strauss,               American Express Financial   IDS Tower 10                 Vice President and General
Vice President and General      Advisors Inc.                Minneapolis, MN 55440        Auditor
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey J. Stremcha,            American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Barbara Stroup Stewart,         American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Wesley W. Wadman,               American Express Asset       IDS Tower 10                 Executive Vice President
Vice President                  Management Group Inc.        Minneapolis, MN 55440

                                American Express Asset                                    Director and Senior Vice
                                Management International,                                 President
                                Inc.

                                American Express Asset                                    Director and Vice Chairman
                                Management Ltd.

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Fund Management Limited                               Director and Vice Chairman
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Norman Weaver Jr.,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Arizona Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael L. Weiner,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Capital Holdings Inc.                                 Vice President

                                IDS Futures Brokerage Group                               Vice President

                                IDS Futures Corporation                                   Vice President, Treasurer
                                                                                          and Secretary

                                IDS Sales Support Inc.                                    Director, Vice President
                                                                                          and Assistant Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lawrence J. Welte,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffry F. Welter,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Edwin M. Wistrand,              American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                American Express Financial                                Vice President and Chief
                                Advisors Japan Inc.                                       Legal Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael D. Wolf,                American Express Asset       IDS Tower 10                 Executive Vice President
Vice President                  Management Group Inc.        Minneapolis, MN 55440        and Senior Portfolio
                                                                                          Manager

                                American Express Financial                                Vice President
                                Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael R. Woodward,            American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

                                IDS Life Insurance Company   P.O. Box 5144                Director
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

 
<PAGE>

<TABLE>
<CAPTION>
Item 27. Principal Underwriters.

(a)      American Express Financial Advisors acts as principal underwriter for
         the following investment companies:

         IDS Bond Fund, Inc.; IDS California Tax-Exempt Trust; IDS Discovery
         Fund, Inc.; IDS Equity Select Fund, Inc.; IDS Extra Income Fund, Inc.;
         IDS Federal Income Fund, Inc.; IDS Global Series, Inc.; IDS Growth
         Fund, Inc.; IDS High Yield Tax-Exempt Fund, Inc.; IDS International
         Fund, Inc.; IDS Investment Series, Inc.; IDS Managed Retirement Fund,
         Inc.; IDS Market Advantage Series, Inc.; IDS Money Market Series, Inc.;
         IDS New Dimensions Fund, Inc.; IDS Precious Metals Fund, Inc.; IDS
         Progressive Fund, Inc.; IDS Selective Fund, Inc.; IDS Special
         Tax-Exempt Series Trust; IDS Stock Fund, Inc.; IDS Strategy Fund, Inc.;
         IDS Tax-Exempt Bond Fund, Inc.; IDS Tax-Free Money Fund, Inc.; IDS
         Utilities Income Fund, Inc., Growth Trust; Growth and Income Trust;
         Income Trust, Tax-Free Income Trust, World Trust and IDS Certificate
         Company.

(b) As to each director, officer or partner of the principal underwriter:


Name and Principal Business Address            Position and Offices with          Offices with Registrant
                                               Underwriter
- ---------------------------------------------- ---------------------------------- ----------------------------
<S>                                            <C>                                <C>
Ronald G. Abrahamson                           Vice President-Service Quality     None
IDS Tower 10                                   and Reengineering
Minneapolis, MN  55440

Douglas A. Alger                               Senior Vice President-Human        None
IDS Tower 10                                   Resources
Minneapolis, MN  55440

Peter J. Anderson                              Senior Vice President-Investment   Vice President
IDS Tower 10                                   Operations
Minneapolis, MN  55440

Ward D. Armstrong                              Vice President-American Express    None
IDS Tower 10                                   Retirement Services
Minneapolis, MN  55440

John M. Baker                                  Vice President-Plan Sponsor        None
IDS Tower 10                                   Services
Minneapolis, MN  55440

Joseph M. Barsky III                           Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager
Minneapolis, MN  55440

Timothy V. Bechtold                            Vice President-Risk Management     None
IDS Tower 10                                   Products
Minneapolis, MN  55440

John D. Begley                                 Group Vice President-Ohio/Indiana  None
Suite 100
7760 Olentangy River Rd.
Columbus, OH  43235

Brent L. Bisson                                Group Vice President-Los Angeles   None
Suite 900, E. Westside Twr                     Metro
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder                                 Vice President-Mature Market       None
IDS Tower 10                                   Group
Minneapolis, MN  55440

Walter K. Booker                               Group Vice President-New Jersey    None
Suite 200, 3500 Market Street
Camp Hill, NJ  17011

Bruce J. Bordelon                              Group Vice President-Gulf States   None
Galleria One Suite 1900
Galleria Blvd.
Metairie, LA  70001

Charles R. Branch                              Group Vice President-Northwest     None
Suite 200
West 111 North River Dr.
Spokane, WA  99201

Douglas W. Brewers                             Vice President-Sales Support       None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                                 Corporate Senior Vice President    None
IDS Tower 10
Minneapolis, MN  55440

Cynthia M. Carlson                             Vice President-American Express    None
IDS Tower 10                                   Securities Services
Minneapolis, MN  55440

Mark W. Carter                                 Senior Vice President and Chief    None
IDS Tower 10                                   Marketing Officer
Minneapolis, MN  55440

James E. Choat                                 Senior Vice                        None
IDS Tower 10                                   President-Institutional Products
Minneapolis, MN  55440                         Group

Kenneth J. Ciak                                Vice President and General         None
IDS Property Casualty                          Manager-IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI  54304

Paul A. Connolly                               Vice President-Advisor Staffing,   None
IDS Tower 10                                   Training and Support
Minneapolis, MN 55440

Roger C. Corea                                 Group Vice President-Upstate New   None
290 Woodcliff Drive                            York
Fairport, NY  14450

Henry J. Cormier                               Group Vice President-Connecticut   None
Commerce Center One
333 East River Drive
East Hartford, CT  06108

John M. Crawford                               Group Vice President-Arkansas/     None
Suite 200                                      Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe                                 Group Vice                         None
Suite 312                                      President-Carolinas/Eastern
7300 Carmel Executive Pk                       Georgia
Charlotte, NC  28226

Colleen Curran                                 Vice President and Assistant       None
IDS Tower 10                                   General Counsel
Minneapolis, MN  55440

Luz Maria Davis                                Vice President-Communications      None
IDS Tower 10
Minneapolis, MN  55440

Scott M. DiGiammarino                          Group Vice                         None
Suite 500, 8045 Leesburg Pike                  President-Washington/Baltimore
Vienna, VA  22182

Bradford L. Drew                               Group Vice President-Eastern       None
Two Datran Center                              Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                             Vice President-Assured Assets      None
IDS Tower 10                                   Product Development and
Minneapolis, MN  55440                         Management

James P. Egge                                  Group Vice President-Western       None
4305 South Louise, Suite 202                   Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

Gordon L. Eid                                  Senior Vice President, General     None
IDS Tower 10                                   Counsel and Chief Compliance
Minneapolis, MN  55440                         Officer

Robert M. Elconin                              Vice President-Government          None
IDS Tower 10                                   Relations
Minneapolis, MN  55440

Phillip W. Evans                               Group Vice President-Rocky         None
Suite 600                                      Mountain
6985 Union Park Center
Midvale, UT  84047-4177



<PAGE>



Louise P. Evenson                              Group Vice President-San           None
Suite 200                                      Francisco Bay Area
1333 N. California Blvd.
Walnut Creek, CA  94596

Gordon M. Fines                                Vice President-Mutual Fund         None
IDS Tower 10                                   Equity Investments
Minneapolis, MN  55440

Douglas L. Forsberg                            Vice President-Institutional       None
IDS Tower 10                                   Products Group
Minneapolis, MN  55440

Jeffrey P. Fox                                 Vice President and Corporate       None
IDS Tower 10                                   Controller
Minneapolis, MN  55440

William P. Fritz                               Group Vice President-Gateway       None
Suite 160
12855 Flushing Meadows Dr
St. Louis, MO  63131

Carl W. Gans                                   Group Vice President-Twin City     None
8500 Tower Suite 1770                          Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

David A. Hammer                                Vice President and Marketing       None
IDS Tower 10                                   Controller
Minneapolis, MN  55440

Teresa A. Hanratty                             Group Vice President-Northern      None
Suites 6&7                                     New England
169 South River Road
Bedford, NH  03110

Robert L. Harden                               Group Vice President-Boston Metro  None
Two Constitution Plaza
Boston, MA  02129

Lorraine R. Hart                               Vice President-Insurance           None
IDS Tower 10                                   Investments
Minneapolis, MN  55440

Scott A. Hawkinson                             Vice President and                 None
IDS Tower 10                                   Controller-Private Client Group
Minneapolis, MN  55440

Brian M. Heath                                 Group Vice President-North Texas   None
Suite 150
801 E. Campbell Road
Richardson, TX  75081

Janis K. Heaney                                Vice President-Incentive           None
IDS Tower 10                                   Management
Minneapolis, MN  55440

James G. Hirsh                                 Vice President and Assistant       None
IDS Tower 10                                   General Counsel
Minneapolis, MN  55440

Jon E. Hjelm                                   Group Vice President-Rhode         None
319 Southbridge Street                         Island/Central-Western
Auburn, MA  01501                              Massachusetts

David J. Hockenberry                           Group Vice President-Tennessee     None
30 Burton Hills Blvd.                          Valley
Suite 175
Nashville, TN  37215

Jeffrey S. Horton                              Vice President and Treasurer       None
IDS Tower 10
Minneapolis, MN  55440

David R. Hubers                                Chairman, President and Chief      Board member
IDS Tower 10                                   Executive Officer
Minneapolis, MN  55440

Martin G. Hurwitz                              Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager
Minneapolis, MN  55440

James M. Jensen                                Vice President-Insurance Product   None
IDS Tower 10                                   Development and Management
Minneapolis, MN  55440

Marietta L. Johns                              Senior Vice President-Field        None
IDS Tower 10                                   Management
Minneapolis, MN  55440

Nancy E. Jones                                 Vice President-Business            None
IDS Tower 10                                   Development
Minneapolis, MN  55440

Ora J. Kaine                                   Vice President-Financial           None
IDS Tower 10                                   Advisory Services
Minneapolis, MN  55440

Linda B. Keene                                 Vice President-Market Development  None
IDS Tower 10
Minneapolis, MN  55440

G. Michael Kennedy                             Vice President-Investment          None
IDS Tower 10                                   Services and Investment Research
Minneapolis, MN  55440

Susan D. Kinder                                Senior Vice                        None
IDS Tower 10                                   President-Distribution Services
Minneapolis, MN  55440

Richard W. Kling                               Senior Vice President-Products     None
IDS Tower 10
Minneapolis, MN  55440

Paul F. Kolkman                                Vice President-Actuarial Finance   None
IDS Tower 10
Minneapolis, MN  55440

Claire Kolmodin                                Vice President-Service Quality     None
IDS Tower 10
Minneapolis, MN  55440

David S. Kreager                               Group Vice President-Greater       None
Suite 108                                      Michigan
Trestle Bridge V
5136 Lovers Lane
Kalamazoo, MI  49002

Steven C. Kumagai                              Director and Senior Vice           None
IDS Tower 10                                   President-Field Management and
Minneapolis, MN  55440                         Business Systems

Mitre Kutanovski                               Group Vice President-Chicago       None
Suite 680                                      Metro
8585 Broadway
Merrillville, IN  48410

Kurt A. Larson                                 Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager
Minneapolis, MN  55440

Lori J. Larson                                 Vice President-Brokerage and       None
IDS Tower 10                                   Direct Services
Minneapolis, MN  55440

Daniel E. Laufenberg                           Vice President and Chief U.S.      None
IDS Tower 10                                   Economist
Minneapolis, MN  55440

Peter A. Lefferts                              Senior Vice President-Corporate    None
IDS Tower 10                                   Strategy and Development
Minneapolis, MN  55440

Douglas A. Lennick                             Director and Executive Vice        None
IDS Tower 10                                   President-Private Client Group
Minneapolis, MN  55440

Mary J. Malevich                               Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager
Minneapolis, MN  55440



<PAGE>



Fred A. Mandell                                Vice President-Field Marketing     None
IDS Tower 10                                   Readiness
Minneapolis, MN  55440

Daniel E. Martin                               Group Vice President-Pittsburgh    None
Suite 650                                      Metro
5700 Corporate Drive
Pittsburgh, PA  15237

Sarah A. Mealey                                Vice President-Mutual Funds        None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                                 Vice President-Assured Assets      None
IDS Tower 10
Minneapolis, MN  55440

William P. Miller                              Vice President and Senior          None
IDS Tower 10                                   Portfolio Manager
Minneapolis, MN  55440

James A. Mitchell                              Executive Vice                     None
IDS Tower 10                                   President-Marketing and Products
Minneapolis, MN  55440

Pamela J. Moret                                Vice President-Variable Assets     None
IDS Tower 10
Minneapolis, MN  55440

Alan D. Morgenstern                            Group Vice President-Central       None
Suite 200                                      California/Western Nevada
3500 Market Street
Camp Hill, NJ  17011

Barry J. Murphy                                Senior Vice President-Client       None
IDS Tower 10                                   Service
Minneapolis, MN  55440

Mary Owens Neal                                Vice President-Mature Market       None
IDS Tower 10                                   Segment
Minneapolis, MN  55440

Thomas V. Nicolosi                             Group Vice President-New York      None
Suite 220                                      Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528

Michael J. O'Keefe                             Vice President-Advisory Business   None
IDS Tower 10                                   Systems
Minneapolis, MN 55440

James R. Palmer                                Vice President-Taxes               None
IDS Tower 10
Minneapolis, MN  55440

Marc A. Parker                                 Group Vice                         None
10200 SW Greenburg Road                        President-Portland/Eugene
Suite 110
Portland, OR 97223

Carla P. Pavone                                Vice President-Compensation and    None
IDS Tower 10                                   Field Administration
Minneapolis, MN  55440

Thomas P. Perrine                              Senior Vice President-Group        None
IDS Tower 10                                   Relationship Leader/American
Minneapolis, MN  55440                         Express Technologies Financial
                                               Services

Susan B. Plimpton                              Vice President-Marketing Services  None
IDS Tower 10
Minneapolis, MN  55440

Larry M. Post                                  Group Vice                         None
One Tower Bridge                               President-Philadelphia Metro
100 Front Street 8th Fl
West Conshohocken, PA  19428

Ronald W. Powell                               Vice President and Assistant       None
IDS Tower 10                                   General Counsel
Minneapolis, MN  55440

Diana R. Prost                                 Group Vice                         None
3030 N.W. Expressway                           President-Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                                 Vice President and Project         None
IDS Tower 10                                   Manager-Platform I Value Enhanced
Minneapolis, MN  55440

Frederick C. Quirsfeld                         Senior Vice President-Fixed        None
IDS Tower 10                                   Income
Minneapolis, MN  55440

Rollyn C. Renstrom                             Vice President-Corporate           None
IDS Tower 10                                   Planning and Analysis
Minneapolis, MN  55440

R. Daniel Richardson III                       Group Vice President-Southern      None
Suite 800                                      Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX  78759

ReBecca K. Roloff                              Senior Vice President-Field        None
IDS Tower 10                                   Management and Financial
Minneapolis, MN  55440                         Advisory Service

Stephen W. Roszell                             Senior Vice                        None
IDS Tower 10                                   President-Institutional
Minneapolis, MN  55440

Max G. Roth                                    Group Vice                         None
Suite 201 S IDS Ctr                            President-Wisconsin/Upper
1400 Lombardi Avenue                           Michigan
Green Bay, WI  54304

Erven A. Samsel                                Senior Vice President-Field        None
45 Braintree Hill Park                         Management
Suite 402
Braintree, MA  02184

Russell L. Scalfano                            Group Vice                         None
Suite 201                                      President-Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz                              Group Vice President-Arizona/Las   None
Suite 205                                      Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                             Senior Vice President and Chief    None
IDS Tower 10                                   Financial Officer
Minneapolis, MN  55440

Donald K. Shanks                               Vice President-Property Casualty   None
IDS Tower 10
Minneapolis, MN  55440

F. Dale Simmons                                Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager, Insurance Investments
Minneapolis, MN  55440

Judy P. Skoglund                               Vice President-Quality and         None
IDS Tower 10                                   Service Support
Minneapolis, MN  55440

James B. Solberg                               Group Vice President-Eastern       None
466 Westdale Mall                              Iowa Area
Cedar Rapids, IA  52404

Bridget Sperl                                  Vice President-Geographic          None
IDS Tower 10                                   Service Teams
Minneapolis, MN  55440

Paul J. Stanislaw                              Group Vice President-Southern      None
Suite 1100                                     California
Two Park Plaza
Irvine, CA  92714

Lisa A. Steffes                                Vice President-Cardmember          None
IDS Tower 10                                   Initiatives
Minneapolis, MN  55440

Lois A. Stilwell                               Group Vice President-Outstate      None
Suite 433                                      Minnesota Area/ North
9900 East Bren Road                            Dakota/Western Wisconsin
Minnetonka, MN  55343

William A. Stoltzmann                          Vice President and Assistant       None
IDS Tower 10                                   General Counsel
Minneapolis, MN  55440

James J. Strauss                               Vice President and General         None
IDS Tower 10                                   Auditor
Minneapolis, MN  55440

Jeffrey J. Stremcha                            Vice President-Information         None
IDS Tower 10                                   Resource Management/ISD
Minneapolis, MN  55440

Barbara Stroup Stewart                         Vice President-Channel             None
IDS Tower 10                                   Development
Minneapolis, MN  55440

Craig P. Taucher                               Group Vice                         None
Suite 150                                      President-Orlando/Jacksonville
4190 Belfort Road
Jacksonville,  FL  32216

Neil G. Taylor                                 Group Vice                         None
Suite 425                                      President-Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas                                 Senior Vice President              None
IDS Tower 10
Minneapolis, MN  55440

Peter S. Velardi                               Group Vice                         None
Suite 180                                      President-Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer                        Group Vice President-Detroit       None
8115 East Jefferson Avenue                     Metro
Detroit, MI  48214

Wesley W. Wadman                               Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager
Minneapolis, MN  55440

Donald F. Weaver                               Group Vice President-Greater       None
3500 Market Street, Suite 200                  Pennsylvania
Camp Hill, PA  17011

Norman Weaver Jr.                              Senior Vice President-Field        None
1010 Main St. Suite 2B                         Management
Huntington Beach, CA  92648

Michael L. Weiner                              Vice President-Tax Research and    None
IDS Tower 10                                   Audit
Minneapolis, MN  55440

Lawrence J. Welte                              Vice President-Investment          None
IDS Tower 10                                   Administration
Minneapolis, MN  55440

Jeffry M. Welter                               Vice President-Equity and Fixed    None
IDS Tower 10                                   Income Trading
Minneapolis, MN  55440

Thomas L. White                                Group Vice President-Cleveland     None
Suite 200                                      Metro
28601 Chagrin Blvd.
Woodmere, OH  44122

Eric S. Williams                               Group Vice President-Virginia      None
Suite 250
3951 Westerre Parkway
Richmond, VA  23233

William J. Williams                            Group Vice President-Western       None
Two North Tamiami Trail                        Florida
Suite 702
Sarasota, FL  34236

Edwin M. Wistrand                              Vice President and Assistant       None
IDS Tower 10                                   General Counsel
Minneapolis, MN  55440

Michael D. Wolf                                Vice President-Senior Portfolio    None
IDS Tower 10                                   Manager
Minneapolis, MN  55440

Michael R. Woodward                            Senior Vice President-Field        None
32 Ellicott St                                 Management
Suite 100
Batavia, NY  14020

</TABLE>

<PAGE>

Item 27(c).       Not applicable.

Item 28.          Location of Accounts and Records

                  American Express Financial Corporation
                  IDS Tower 10
                  Minneapolis, MN  55440

Item 29.          Management Services

                  Not Applicable.

Item 30.          Undertakings

                  Not Applicable.



<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940,  the  Registrant,  IDS High  Yield  Tax-Exempt  Fund  Inc.
certifies  that it  meets  all of the  requirements  for  effectiveness  of this
registration  statement  under Rule 485(b) under the Securities Act and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the undersigned,  thereunto duly  authorized,  in the City of Minneapolis and
the State of Minnesota on the 26th day of January, 1999.


IDS HIGH YIELD TAX-EXEMPT FUND, INC.


By /s/   William R. Pearce**                 
         William R. Pearce, Chief Executive Officer


By_/s/   Stuart A. Sedlacek
         Stuart A. Sedlacek, Treasurer


Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
its Registration Statement has been signed below by the following persons in the
capacities indicated on the 26th day of January, 1999.

Signature                                            Capacity

/s/  William R. Pearce*                              Chairman of the Board
     William R. Pearce

/s/  H. Brewster Atwater, Jr.*                       Director
     H. Brewster Atwater, Jr.

/s/  Arne H. Carlson                                 Director
     Arne H. Carlson

/s/  Lynne V. Cheney*                                Director
     Lynne V. Cheney

/s/  William H. Dudley*                              Director
     William H. Dudley

/s/  David R. Hubers*                                Director
     David R. Hubers

/s/  Heinz F. Hutter*                                Director
     Heinz F. Hutter

/s/  Anne P. Jones*                                  Director
     Anne P. Jones

/s/  Alan K. Simpson*                                Director
     Alan K. Simpson

/s/  Edson W. Spencer*                               Director
     Edson W. Spencer



<PAGE>


Signature                                            Capacity

/s/  John R. Thomas*                                 Director
     John R. Thomas

                                                     Director
     Wheelock Whitney

/s/  C. Angus Wurtele*                               Director
     C. Angus Wurtele


*Signed  pursuant to Directors'  Power of Attorney dated January 14, 1999, filed
electronically as Exhibit herewith, as Exhibit (p)(1), by:


/s/ Leslie L. Ogg
- ------------------------------
Leslie L. Ogg

**Signed  pursuant to Officers' Power of Attorney dated November 1, 1995,  filed
electronically as Exhibit 19(b) to Registrant's Post-Effective Amendment No. 33,
by:


/s/ Leslie L. Ogg
- ------------------------------
Leslie L. Ogg


<PAGE>


                                   SIGNATURES

Pursuant to the  requirement  of the  Securities  Act of 1933 and the Investment
Company  Act of 1940,  TAX-FREE  INCOME  TRUST  consents  to the  filing of this
Amendment to the Registration Statement signed on its behalf by the undersigned,
thereunto  duly  authorized,  in the  City  of  Minneapolis  and  the  State  of
Minnesota, on the 26th day of January, 1999.

                              TAX-FREE INCOME TRUST

                              By /s/  William R. Pearce**                
                                      William R. Pearce, Chief Executive Officer


                              By_/s/ Stuart A. Sedlacek
                                     Stuart A. Sedlacek, 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 26th day of January, 1999.

Signatures                                           Capacity

/s/  William R. Pearce*                              Trustee
     William R. Pearce

/s/  H. Brewster Atwater, Jr.*                       Trustee
     H. Brewster Atwater, Jr.

/s/  Arne H. Carlson                                 Trustee
     Arne H. Carlson

/s/  Lynne V. Cheney*                                Trustee
     Lynne V. Cheney

/s/  William H. Dudley*                              Trustee
     William H. Dudley

/s/  David R. Hubers*                                Trustee
     David R. Hubers

/s/  Heinz F. Hutter*                                Trustee
     Heinz F. Hutter

/s/  Anne P. Jones*                                  Trustee
     Anne P. Jones

/s/  Alan K. Simpson*                                Trustee
     Alan K. Simpson

/s/  Edson W. Spencer*                               Trustee
     Edson W. Spencer

/s/  John R. Thomas*                                 Trustee
     John R. Thomas

                                                     Trustee
     Wheelock Whitney

/s/  C. Angus Wurtele*                               Trustee
     C. Angus Wurtele



<PAGE>


* Signed  pursuant to Trustees Power of Attorney  dated January 14, 1999,  filed
electronically herewith as Exhibit (p)(3), by:


/s/ Leslie L. Ogg
- ----------------------------------
Leslie L. Ogg

** Signed  pursuant to Officers  Power of Attorney  dated April 11, 1996,  filed
electronically as Exhibit 19(d) to Registrant's Post-Effective Amendment No. 34,
by:


/s/ Leslie L. Ogg
- ----------------------------------
Leslie L. Ogg

<PAGE>

                CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 37
                      TO REGISTRATION STATEMENT NO. 2-63552


This post-effective amendment comprises the following papers and documents:

The facing sheet.

Part A.

     The prospectus.

Part B.

     Statement of Additional Information.

Part C.

     Other information.

     Exhibits

The signatures.



Exhibit Index

(i)       Opinion and consent of counsel

(j)       Independent Auditors' Consent

(n)       Financial Data Schedules

(p)(1)    Directors' Power of Attorney dated January 14, 1999

(p)(3)    Trustees' Power of Attorney dated January 14, 1999



                               Opinion of Counsel



January 26, 1999



IDS High Yield Tax-Exempt Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota  55440-0010

Gentlemen:

I have examined the Articles of Incorporation  and the By-Laws of IDS High Yield
Tax-Exempt  Fund,  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  55401-3268




Independent auditors' consent

The board and shareholders
IDS High Yield Tax-Exempt Fund, Inc.:

The board of trustees and unitholders Tax-Free Income Trust:
     Tax-Free High Yield Portfolio


We consent to the use of our report  incorporated herein by reference 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.





/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 27, 1999



<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME>   IDS HIGH YIELD TAX-EXEMPT FUND CLASS A
       
<S>                                       <C>
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         NOV-30-1998
<PERIOD-END>                              NOV-30-1998
<INVESTMENTS-AT-COST>                               0
<INVESTMENTS-AT-VALUE>                              0
<RECEIVABLES>                                       0
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                       6004803745
<TOTAL-ASSETS>                             6004803745
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                     5568312
<TOTAL-LIABILITIES>                           5568312
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                   5494772183
<SHARES-COMMON-STOCK>                      1221749373
<SHARES-COMMON-PRIOR>                      1246460399
<ACCUMULATED-NII-CURRENT>                      568578
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                             0
<OVERDISTRIBUTION-GAINS>                    114913135
<ACCUM-APPREC-OR-DEPREC>                    618807807
<NET-ASSETS>                               5722109684
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                           375293898
<OTHER-INCOME>                                      0
<EXPENSES-NET>                               43124332
<NET-INVESTMENT-INCOME>                     332169566
<REALIZED-GAINS-CURRENT>                     (5082151)
<APPREC-INCREASE-CURRENT>                    61776386
<NET-CHANGE-FROM-OPS>                       388863801
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                   320696664
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                     468619472
<NUMBER-OF-SHARES-REDEEMED>                 539880213
<SHARES-REINVESTED>                          46549715
<NET-CHANGE-IN-ASSETS>                       14806760
<ACCUMULATED-NII-PRIOR>                        488411
<ACCUMULATED-GAINS-PRIOR>                           0
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                  109821230
<GROSS-ADVISORY-FEES>                        25557587
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                              43613754
<AVERAGE-NET-ASSETS>                       5738321785
<PER-SHARE-NAV-BEGIN>                            4.64
<PER-SHARE-NII>                                   .26
<PER-SHARE-GAIN-APPREC>                           .04
<PER-SHARE-DIVIDEND>                              .26
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                              4.68
<EXPENSE-RATIO>                                   .70
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER>  2
   <NAME>   IDS HIGH YIELD TAX-EXEMPT FUND CLASS B
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                             NOV-30-1998
<PERIOD-END>                                  NOV-30-1998
<INVESTMENTS-AT-COST>                                   0
<INVESTMENTS-AT-VALUE>                                  0
<RECEIVABLES>                                           0
<ASSETS-OTHER>                                          0
<OTHER-ITEMS-ASSETS>                           6004803745
<TOTAL-ASSETS>                                 6004803745
<PAYABLE-FOR-SECURITIES>                                0
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                         5568312
<TOTAL-LIABILITIES>                               5568312
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                       5494772183
<SHARES-COMMON-STOCK>                            57581436
<SHARES-COMMON-PRIOR>                            41040012
<ACCUMULATED-NII-CURRENT>                          568578
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                                 0
<OVERDISTRIBUTION-GAINS>                        114913135
<ACCUM-APPREC-OR-DEPREC>                        618807807
<NET-ASSETS>                                    269671392
<DIVIDEND-INCOME>                                       0
<INTEREST-INCOME>                               375293898
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                   43124332
<NET-INVESTMENT-INCOME>                         332169566
<REALIZED-GAINS-CURRENT>                         (5082151)
<APPREC-INCREASE-CURRENT>                        61776386
<NET-CHANGE-FROM-OPS>                           388863801
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                        11052190
<DISTRIBUTIONS-OF-GAINS>                                0
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                          22219938
<NUMBER-OF-SHARES-REDEEMED>                       7554155
<SHARES-REINVESTED>                               1875641
<NET-CHANGE-IN-ASSETS>                           14806760
<ACCUMULATED-NII-PRIOR>                            488411
<ACCUMULATED-GAINS-PRIOR>                               0
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                      109821230
<GROSS-ADVISORY-FEES>                             1204477
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                  43613754
<AVERAGE-NET-ASSETS>                            228849986
<PER-SHARE-NAV-BEGIN>                                4.64
<PER-SHARE-NII>                                       .22
<PER-SHARE-GAIN-APPREC>                               .04
<PER-SHARE-DIVIDEND>                                  .22
<PER-SHARE-DISTRIBUTIONS>                               0
<RETURNS-OF-CAPITAL>                                    0
<PER-SHARE-NAV-END>                                  4.68
<EXPENSE-RATIO>                                      1.45
<AVG-DEBT-OUTSTANDING>                                  0
<AVG-DEBT-PER-SHARE>                                    0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME>   IDS HIGH YIELD TAX-EXEMPT FUND CLASS Y
       
<S>                                             <C>
<PERIOD-TYPE>                                   YEAR
<FISCAL-YEAR-END>                               NOV-30-1998
<PERIOD-END>                                    NOV-30-1998
<INVESTMENTS-AT-COST>                                     0
<INVESTMENTS-AT-VALUE>                                    0
<RECEIVABLES>                                             0
<ASSETS-OTHER>                                            0
<OTHER-ITEMS-ASSETS>                             6004803745
<TOTAL-ASSETS>                                   6004803745
<PAYABLE-FOR-SECURITIES>                                  0
<SENIOR-LONG-TERM-DEBT>                                   0
<OTHER-ITEMS-LIABILITIES>                           5568312
<TOTAL-LIABILITIES>                                 5568312
<SENIOR-EQUITY>                                           0
<PAID-IN-CAPITAL-COMMON>                         5494772183
<SHARES-COMMON-STOCK>                               1592015
<SHARES-COMMON-PRIOR>                               1860902
<ACCUMULATED-NII-CURRENT>                            568578
<OVERDISTRIBUTION-NII>                                    0
<ACCUMULATED-NET-GAINS>                                   0
<OVERDISTRIBUTION-GAINS>                          114913135
<ACCUM-APPREC-OR-DEPREC>                          618807807
<NET-ASSETS>                                        7454357
<DIVIDEND-INCOME>                                         0
<INTEREST-INCOME>                                 375293898
<OTHER-INCOME>                                            0
<EXPENSES-NET>                                     43124332
<NET-INVESTMENT-INCOME>                           332169566
<REALIZED-GAINS-CURRENT>                           (5082151)
<APPREC-INCREASE-CURRENT>                          61776386
<NET-CHANGE-FROM-OPS>                             388863801
<EQUALIZATION>                                            0
<DISTRIBUTIONS-OF-INCOME>                            291004
<DISTRIBUTIONS-OF-GAINS>                                  0
<DISTRIBUTIONS-OTHER>                                     0
<NUMBER-OF-SHARES-SOLD>                             3428457
<NUMBER-OF-SHARES-REDEEMED>                         3697495
<SHARES-REINVESTED>                                     151
<NET-CHANGE-IN-ASSETS>                             14806760
<ACCUMULATED-NII-PRIOR>                              488411
<ACCUMULATED-GAINS-PRIOR>                                 0
<OVERDISTRIB-NII-PRIOR>                                   0
<OVERDIST-NET-GAINS-PRIOR>                        109821230
<GROSS-ADVISORY-FEES>                                 33295
<INTEREST-EXPENSE>                                        0
<GROSS-EXPENSE>                                    43613754
<AVERAGE-NET-ASSETS>                                5168872
<PER-SHARE-NAV-BEGIN>                                  4.64
<PER-SHARE-NII>                                         .26
<PER-SHARE-GAIN-APPREC>                                 .04
<PER-SHARE-DIVIDEND>                                    .26
<PER-SHARE-DISTRIBUTIONS>                                 0
<RETURNS-OF-CAPITAL>                                      0
<PER-SHARE-NAV-END>                                    4.68
<EXPENSE-RATIO>                                         .62
<AVG-DEBT-OUTSTANDING>                                    0
<AVG-DEBT-PER-SHARE>                                      0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
     <NUMBER> 4
     <NAME> TAX-FREE HIGH YIELD PORTFOLIO
       
<S>                                                  <C>
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    NOV-30-1998
<PERIOD-END>                                         NOV-30-1998
<INVESTMENTS-AT-COST>                                 5285205796
<INVESTMENTS-AT-VALUE>                                5904062280
<RECEIVABLES>                                          113317009
<ASSETS-OTHER>                                                 0
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                        6017379289
<PAYABLE-FOR-SECURITIES>                                10599592
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                1084739
<TOTAL-LIABILITIES>                                     11684331
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                       0
<SHARES-COMMON-STOCK>                                          0
<SHARES-COMMON-PRIOR>                                          0
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                        0
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                          6005694958
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                      375334322
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                          26799018
<NET-INVESTMENT-INCOME>                                348535304
<REALIZED-GAINS-CURRENT>                              (5,085,468)
<APPREC-INCREASE-CURRENT>                               61787273
<NET-CHANGE-FROM-OPS>                                  405237109
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                      0
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                        0
<NUMBER-OF-SHARES-REDEEMED>                                    0
<SHARES-REINVESTED>                                            0
<NET-CHANGE-IN-ASSETS>                                  17295463
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                   26484165
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                         26800668
<AVERAGE-NET-ASSETS>                                  5986258444
<PER-SHARE-NAV-BEGIN>                                          0
<PER-SHARE-NII>                                                0
<PER-SHARE-GAIN-APPREC>                                        0
<PER-SHARE-DIVIDEND>                                           0
<PER-SHARE-DISTRIBUTIONS>                                      0
<RETURNS-OF-CAPITAL>                                           0
<PER-SHARE-NAV-END>                                            0
<EXPENSE-RATIO>                                                0
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                           0
        

</TABLE>


                      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

IDS Bond Fund, Inc.                     2-51586               811-2503
IDS California Tax-Exempt Trust         33-5103               811-4646
IDS Discovery Fund, Inc.                2-72174               811-3178
IDS Equity Select Fund, Inc.            2-13188               811-772
IDS Extra Income Fund, Inc.             2-86637               811-3848
IDS Federal Income Fund, Inc.           2-96512               811-4260
IDS Global Series, Inc.                 33-25824              811-5696
IDS Growth Fund, Inc.                   2-38355               811-2111
IDS High Yield Tax-Exempt Fund, Inc.    2-63552               811-2901
IDS International Fund, Inc.            2-92309               811-4075
IDS Investment Series, Inc.             2-11328               811-54
IDS Managed Retirement Fund, Inc.       2-93801               811-4133
IDS Market Advantage Series, Inc.       33-30770              811-5897
IDS Money Market Series, Inc.           2-54516               811-2591
IDS New Dimensions Fund, Inc.           2-28529               811-1629
IDS Precious Metals Fund, Inc.          2-93745               811-4132
IDS Progressive Fund, Inc.              2-30059               811-1714
IDS Selective Fund, Inc.                2-10700               811-499
IDS Special Tax-Exempt Series Trust     33-5102               811-4647
IDS Stock Fund, Inc.                    2-11358               811-498
IDS Strategy Fund, Inc.                 2-89288               811-3956
IDS Tax-Exempt Bond Fund, Inc.          2-57328               811-2686
IDS Tax-Free Money Fund, Inc.           2-66868               811-3003
IDS Utilities Income Fund, Inc.         33-20872              811-5522

hereby constitutes and appoints William R. Pearce, Arne H. Carlson and Leslie L.
Ogg or either one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all further amendments to
said  registration  statements  filed  pursuant  to said  Acts and any rules and
regulations  thereunder,  and to file such amendments with all exhibits  thereto
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting to either of them the full power and  authority  to do and
perform  each and every act  required  and  necessary  to be done in  connection
therewith.

<PAGE>

Dated the 14th day of January, 1999.


/s/      H. Brewster Atwater, Jr.                    /s/      William R. Pearce 
         H. Brewster Atwater, Jr.                             William R. Pearce


/s/      Arne H. Carlson                             /s/      Alan K. Simpson   
         Arne H. Carlson                                      Alan K. Simpson


/s/      Lynne V. Cheney                             /s/      Edson W. Spencer  
         Lynne V. Cheney                                      Edson W. Spencer


/s/      William H. Dudley                           /s/      John R. Thomas    
         William H. Dudley                                    John R. Thomas


/s/      David R. Hubers                                                        
         David R. Hubers                                      Wheelock Whitney


/s/      Heinz F. Hutter                             /s/      C. Angus Wurtele  
         Heinz F. Hutter                                      C. Angus Wurtele


/s/      Anne P. Jones                  
         Anne P. Jones



                           TRUSTEES POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

         Each of the  undersigned,  as  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 Investment
Company Act of 1940 with the Securities and Exchange Commission:

                                                     1940 Act
                                                     Reg. Number

         Growth Trust                                811-07395
         Growth and Income Trust                     811-07393
         Income Trust                                811-07307
         Tax-Free Income Trust                       811-07397
         World Trust                                 811-07399

hereby constitutes and appoints William R. Pearce, Arne H. Carlson and Leslie L.
Ogg or either one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all further amendments to
said  registration  statements  filed  pursuant  to said Act and any  rules  and
regulations  thereunder,  and to file such amendments with all exhibits  thereto
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting to either of 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 14th day of January, 1999.


/s/  H. Brewster Atwater, Jr.                        /s/  William R. Pearce 
     H. Brewster Atwater, Jr.                             William R. Pearce

/s/  Arne H. Carlson                                 /s/  Alan K. Simpson   
     Arne H. Carlson                                      Alan K. Simpson

/s/  Lynne V. Cheney                                 /s/  Edson W. Spencer  
     Lynne V. Cheney                                      Edson W. Spencer

/s/  William H. Dudley                               /s/  John R. Thomas    
     William H. Dudley                                    John R. Thomas

/s/  David R. Hubers                                                        
     David R. Hubers                                      Wheelock Whitney

/s/  Heinz F. Hutter                                 /s/  C. Angus Wurtele  
     Heinz F. Hutter                                      C. Angus Wurtele

/s/  Anne P. Jones                  
     Anne P. Jones



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