SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 (File No. 333-32152) [X]
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AXP 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
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Part A is incorporated by reference to Registrant's Pre-Effective Amendment No.
1 to Registration Statement No. 333-32152 filed on or about April 17, 2000.
Part B is incorporated by reference to Registrant's Pre-Effective Amendment No.
1 to Registration Statement No. 333-32152 filed on or about April 17, 2000.
<PAGE>
PART C. OTHER INFORMATION
Item 15. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
Item 16. Exhibits
(1) Articles of Incorporation, dated October 17, 1988, filed as Exhibit 1
to Registrant's Post-Effective Amendment No. 19 to Registration
Statement No. 2-63552, are incorporated by reference.
(2) 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.
(3) Voting Trust Agreement: Not Applicable.
(4) Form of Agreement and Plan of Reorganization, dated March 10, 2000,
filed electronically as Exhibit 1 to Part A of Registrant's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-32152,
filed on or about April 17, 2000, is incorporated by reference.
(5) Stock certificate, filed as Exhibit 4 to Registrant's Registration
Statement No. 2-63552, on February 9, 1979, is incorporated by
reference.
(6) 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.
(7) Distribution Agreement, dated July 8, 1999, between AXP Utilities
Income Fund, Inc. and American Express Financial Advisors Inc. is
incorporated by reference to Exhibit (e) to AXP Utilities Income Fund,
Inc. Post-Effective Amendment No. 22, to Registration Statement No.
33-20872 filed on or about August 27, 1999. Registrant's Distribution
Agreement differs from the one incorporated by reference only by the
fact that Registrant is one executing party.
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(8) All employees are eligible to participate in a profit sharing plan.
Entry into the plan is Jan. 1 or July 1. The Registrant contributes
each year an amount up to 15 percent of their annual salaries, the
maximum deductible amount permitted under Section 404(a) of the
Internal Revenue Code.
(9)(a) Custodian Agreement 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.
(9)(b) 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.
(10)(a) Plan and Agreement of Distribution dated July 1, 1999, between AXP
Discovery Fund, Inc. and American Express Financial Advisors Inc. is
incorporated by reference to Exhibit (m) to AXP Discovery Fund, Inc.
Post-Effective Amendment No. 36 to Registration Statement No. 2-72174
filed on or about July 30, 1999. Registrant's Plan and Agreement of
Distribution differs from the one incorporated by reference only by
the fact that Registrant is one executing party.
(10)(b) Rule 18f-3 Plan, dated April 1999, is incorporated by reference to
Exhibit (o) to IDS Precious Metals Fund, Inc. Post-Effective Amendment
No. 33 to Registration Statement No. 2-93745 filed on or about May 24,
1999.
(11) Opinion and consent of counsel as to the legality of the securities
being registered is incorporated by reference to Exhibit (11) to
Registration Statement No. 333-32152 filed on or about March 10, 2000.
(12) Tax Opinion is filed electronically herewith.
(13)(a) 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.
(13)(b) 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.
(13)(c) 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.
(13)(d) License Agreement, dated June 17, 1999, between the American Express
Funds and American Express Company, filed electronically on or about
September 23, 1999, as Exhibit (h)(4) to AXP Stock Fund, Inc's.
Post-Effective Amendment No. 98 to Registration Statement No. 2-11358,
is incorporated by reference.
(13)(e) 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.
<PAGE>
(13)(f) 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.
(13)(g) Transfer Agency Agreement between Registrant and American Express
Client Service Corporation, dated February 1, 1999, is incorporated by
reference to Exhibit (h)(8) to Registrant's Post-Effective Amendment
No. 38 to Registration Statement No. 2-63552 filed on or about Jan.
26, 2000.
(14) Independent Auditors' Consent is incorporated by reference to Exhibit
(14) to Pre-Effective Amendment No. 1 to Registration Statement No.
333-32152 filed on or about April 17, 2000.
(15) Omitted Financial Statements: Not Applicable.
(16)(a) Directors' Power of Attorney dated January 13, 2000, is incorporated
by reference to Exhibit (p)(1) to Registrant's Post-Effective
Amendment No. 38 to Registration Statement No. 2-63552 filed on or
about Jan. 26, 2000.
(16)(b) Officers' Power of Attorney dated January 13, 2000, is incorporated by
reference to Exhibit (p)(2) to Registrant's Post-Effective Amendment
No. 38 to Registration Statement No. 2-63552 filed on or about Jan.
26, 2000.
(16)(c) Trustees' Power of Attorney dated January 13, 2000, is incorporated by
reference to Exhibit (p)(3) to Registrant's Post-Effective Amendment
No. 38 to Registration Statement No. 2-63552 filed on or about Jan.
26, 2000.
(16)(d) Officers' Power of Attorney dated January 13, 2000, is incorporated by
reference to Exhibit (p)(4) to Registrant's Post-Effective Amendment
No. 38 to Registration Statement No. 2-63552 filed on or about Jan.
26, 2000.
(17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed
electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP
Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to
Registration Statement No. 33-30770, is incorporated by reference.
(17)(b) Code of Ethics adopted under Rule 17j-1 for Registrant's investment
advisor and principal underwriter filed electronically on or about
March 30, 2000 as Exhibit (p)(2) to AXP Market Advantage Series,
Inc.'s Post-Effective Amendment No. 24 to Registration Statement No.
33-30770, is incorporated by reference.
Item 17. Undertakings
None.
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SIGNATURES
As required by the Securities Act of 1933, the Registrant, AXP High Yield
Tax-Exempt Fund, Inc., certifies that it meets all of the requirements for
effectiveness of this Amendment to the Registration Statement under Rule 485(b)
under the Securities Act and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota on the 31st day of
July, 2000.
AXP HIGH YIELD TAX-EXEMPT FUND, INC.
By /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer
By /s/ John M. Knight
John M. Knight, Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 31st day of July, 2000.
Signature Capacity
_____________________________ Director
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson** Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ David R. Hubers* Director
David R. Hubers
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ William R. Pearce* Director
William R. Pearce
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ John R. Thomas* Director
John R. Thomas
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney dated January 13, 2000, filed
electronically as Exhibit (p)(1) to Registrant's Post-Effective Amendment No.
38 to Registration Statement No. 2-63552 , by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney dated January 13, 2000, filed
electronically as Exhibit (p)(2) to Registrant's Post-Effective Amendment No.
38 to Registration Statement No. 2-63552, by:
/s/ Leslie L. Og
Leslie L. Ogg
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, TAX-FREE INCOME TRUST consents to the
filing of this Amendment to the Registration Statement signed on behalf of the
Registrant, in the City of Minneapolis and the State of Minnesota, on the 31st
day of July, 2000.
TAX-FREE INCOME TRUST
By /s/ Arne H. Carlson****
Arne H. Carlson, Chief Executive Officer
By /s/ John M. Knight
John M. Knight, Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 31st day of July, 2000.
Signatures Capacity
________________________ Trustee
Peter J. Anderson
/s/ H. Brewster Atwater, Jr.*** Trustee
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson*** Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney*** Trustee
Lynne V. Cheney
/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/ William R. Pearce*** Trustee
William R. Pearce
/s/ Alan K. Simpson*** Trustee
Alan K. Simpson
/s/ John R. Thomas*** Trustee
John R. Thomas
/s/ C. Angus Wurtele*** Trustee
C. Angus Wurtele
*** Signed pursuant to Trustees Power of Attorney dated January 13, 2000, filed
electronically as Exhibit (p)(3) to Registrant's Post-Effective Amendment No.
38 to Registration Statement No. 2-63552, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**** Signed pursuant to Officers Power of Attorney dated January 13, 2000, filed
electronically as Exhibit (p)(4) to Registrant's Post-Effective Amendment No. 38
to Registration Statement No. 2-63552, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS AMENDMENT TO THE REGISTRATION STATEMENT
This Amendment to the Registration Statement comprises the following papers and
documents:
The facing sheet.
Part A.
The prospectus.
Part B.
The Statement of Additional Information.
Part C.
Other information.
Exhibits.
Undertakings.
The signatures.
