AXP TAX-FREE MONEY FUND INC
485BPOS, 2000-02-25
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-1A


          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933            [X]

                        Pre-Effective Amendment No.                          [ ]

             Post-Effective Amendment No. 34 (File No. 2-66868)              [X]
                                   -----------

                                     and/or

      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

                        Amendment No. 35 (No. 811-3003)


AXP TAX-FREE MONEY 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 February 29, 2000  pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph  (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph  (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
[ ] This  post-effective  amendment  designates a new  effective  date for a
    previously filed post-effective amendment.

<PAGE>


AXPSM Tax-Free Money Fund

PROSPECTUS
Feb. 29, 2000


American Express(R) Funds


AXP Tax-Free  Money Fund seeks to provide  shareholders  with as high a level of
current  income exempt from federal  income tax as is consistent  with liquidity
and stability of principal.


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.

<PAGE>
Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                               3p

Goal                                   3p

Investment Strategy                    3p

Risks                                  4p

Past Performance                       5p

Fees and Expenses                      6p

Management                             7p

Buying and Selling Shares              7p

Valuing Fund Shares                    7p

Purchasing Shares                      7p


Transactions through Third Parties    10p


Exchanging/Selling Shares             10p

Distributions and Taxes               14p


Other Information                     16p


Financial Highlights                  17p

Appendix                              18p

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.

Financial Highlights

Tables showing the Fund's financial performance.

The Fund

GOAL


AXP Tax-Free Money Fund (the Fund) seeks to provide  shareholders with as high a
level of current  income exempt from federal  income tax as is  consistent  with
liquidity and stability of principal.  Because any investment involves risk, the
Fund cannot guarantee this goal.


INVESTMENT STRATEGY

The Fund's  assets  primarily  are  invested in debt  obligations.  Under normal
market  conditions,  at least 80% of the  Fund's  net  assets  are  invested  in
short-term debt obligations  whose interest is exempt from federal income taxes.
This 80% threshold is a fundamental policy of the Fund. These securities must be
rated in one of the two highest categories by national rating services. The Fund
may invest up to 25% of its net assets in securities  of issuers  located in the
same state or region or in industrial revenue bonds.

Because  the Fund  seeks to  maintain a  constant  net asset  value of $1.00 per
share, capital appreciation is not expected to play a role in the Fund's return.
An investment  in the Fund is not insured or  guaranteed by the Federal  Deposit
Insurance Corporation or any other government agency.

The selection of short-term debt obligations is the primary decision in building
the investment portfolio.


In pursuit of the Fund's goal,  American Express Financial  Corporation  (AEFC),
the Fund's investment manager, chooses debt obligations by:


o Considering  opportunities and risks in short-term municipal obligations (such
as municipal bonds and notes) given current interest rates.

o  Identifying bonds and notes that:

     --   have interest not subject to the alternative minimum tax, and

     --   have short-term maturities,

o  Identifying obligations that contribute to portfolio diversification.

The Fund restricts its investments to instruments that meet certain maturity and
quality standards  required for tax-exempt money market funds. For example,  the
Fund:

o  limits its average portfolio maturity to 90 days or less; and

o  buys obligations with remaining maturities of 397 days or less.

AEFC chooses investments by:

o Considering  opportunities and risks given current interest rates and expected
interest rates.

o  Identifying obligations that:

     --   have characteristics better than that of comparable obligations, and


     --   identifying    obligations    that   contribute   to   the   portfolio
          diversification  of the Fund,  including both the number of shares and
          the types of securities held in the portfolio.


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

     --   the  issuer's  credit  rating  declines or AEFC expects a decline (the
          Fund may continue to own  securities  that are  down-graded  until the
          board of directors believes it is advantageous to sell),

     --   political,  economic,  or  other  events  could  affect  the  issuer's
          performance, and

     --   the  issuer or the  security  continues  to meet the  other  standards
          described above.

If suitable tax-exempt  securities are not available,  the Fund may invest up to
20% of its net assets in taxable investments,  including government  securities,
bank obligations, commercial paper, and repurchase agreements. The Fund also may
invest, from time to time, in securities that are illiquid.

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.
Although  the Fund seeks to maintain the value of your  investment  at $1.00 per
share,  it is possible to lose money by investing in the Fund.  The Fund's yield
will vary from day-to-day.  Principal risks associated with an investment in the
Fund include:

   Market Risk

   Interest Rate 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).  In general,  the longer the maturity of a bond, the higher its yield and
the greater its sensitivity to changes in interest rates.

PAST PERFORMANCE

The  following  bar chart  and table  indicate  the  risks  and  variability  of
investing in the Fund by showing how the Fund's  performance has varied for each
full calendar year shown.

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

Performance (based on calendar years)



+5.20%  +3.79%  +2.24%  +1.59%  +2.09%  +3.24%  +2.95   +3.18%  +2.94   +2.68%
 1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +1.34%  (quarter  ending  December 1990) and the lowest return for a
calendar quarter was +0.36% (quarter ending March 1994).

The Fund's year to date return as of Dec. 31, 1999 was +2.68%.

<PAGE>


 Average Annual Total Returns (as of Dec. 31, 1999)

                        1 year           5 years           10 years


Tax-Free Money          +2.68%            +3.02%            +2.99%


This table shows total returns from  hypothetical  investments  in shares of the
Fund.

For purposes of this  calculation we assumed no adjustments for taxes paid by an
investor on the reinvested income and capital gains.


Yield Information

For current 7-day yield information, call 1-800-862-7919, select option #2.


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.

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load)
imposed on purchases (as a
percentage of offering price)         none

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

Annual Fund operating expenses(a) (expenses that are deducted from Fund assets)

As a percentage of average daily net assets:

Management fees                            0.36%

Distribution (12b-1) fees                  0.00%

Other expenses(b)                          0.25%

Total                                      0.61%

(a) Expenses for the Fund are based on actual expenses for the last fiscal year,
restated to reflect current fees.

(b) Other expenses include an administrative 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


     $62              $196              $341              $766


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

MANAGEMENT


Terry Fettig, senior portfolio manager, joined AEFC in 1986. He has managed this
Fund  since  April  1993.  He also  serves  as  portfolio  manager  of AXP  Cash
Management Fund, AXP Intermediate Tax-Exempt Fund, AXP Variable Portfolio - Cash
Management Fund and IDS Life Series Fund, Money Market Portfolio.


Buying and Selling Shares

VALUING FUND SHARES


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

Fund  shares  may  be  purchased  through  various  third-party   organizations,
including 401(k) plans, banks, brokers and investment advisers. Where authorized
by the Fund, orders will be priced at the NAV next computed after receipt by the
organization or their selected agent.


The Fund's investments are valued at amortized cost, which  approximates  market
value,  as  explained  in the SAI.  Although  the Fund cannot  guarantee it will
always be able to maintain a constant  net asset value of $1 per share,  it will
use its best efforts to do so.

PURCHASING SHARES


To purchase  shares  through a  brokerage  account or from  entities  other than
American Express Financial Advisors Inc., please consult your selling agent. The
following  section  explains how you can purchase  shares from American  Express
Financial Advisors (the Distributor).


If you do not have a  mutual  fund  account,  you need to  establish  one.  Your
financial  advisor  will  help you  fill out and  submit  an  application.  Your
application  will be  accepted  only when  federal  funds  (funds of the Federal
Reserve System) are available to the Fund, normally within three days of receipt
of your  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.

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,  if the IRS  notifies us to do
so,  because you failed to report  required  interest or  dividends  on your tax
return.
<TABLE>
<CAPTION>

How to determine the correct TIN
<S>                                   <C>

For this type of account:               Use the Social Security or Employer Identification number of:


Individual or joint account             The individual or one of the owners listed on the joint account


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


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


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

Sole proprietorship                     The owner

Partnership                             The partnership

Corporate                               The corporation

Association, club or
tax-exempt organization                 The organization

</TABLE>


For details on TIN requirements, contact your financial advisor to obtain a copy
of  federal  Form  W-9,   "Request  for  Taxpayer   Identification   Number  and
Certification."   You   also  may   obtain   the   form  on  the   Internet   at
(http://www.irs.gov/prod/forms_pubs/).


<PAGE>

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 Funds
P.O. Box 74
Minneapolis, MN 55440-0074


Minimum amounts

Initial investment:         $2,000

Additional investments:     $  100

Account balances:           $1,000

If your account balance falls below $1,000,  you will be asked to increase it to
$1,000 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.

2 By scheduled investment plan:

Contact your financial advisor for assistance in setting 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:      $2,000


Additional investments:  $  100/mo.


Account balances:        $1,000 (on active plans with monthly payments)


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

<PAGE>

 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).  Please remember that you need
to provide all 10 digits.

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

Minimum amounts
Each wire investment: $1,000

TRANSACTIONS THROUGH THIRD PARTIES


You may buy or sell shares through certain 401(k) plans, banks,  broker-dealers,
financial advisors or other investment  professionals.  These  organizations may
charge you a fee for this service and may have different  policies.  Some policy
differences  may  include  different  minimum   investment   amounts,   exchange
privileges,  fund  choices and cutoff  times for  investments.  The Fund and the
Distributor are not responsible for the failure of one of these organizations to
carry out its  obligations  to its  customers.  Some  organizations  may receive
compensation   from  the   Distributor  or  its   affiliates   for   shareholder
recordkeeping  and  similar  services.   Where  authorized  by  the  Fund,  some
organizations may designate selected agents to accept purchase or sale orders on
the Fund's  behalf.  To buy or sell shares through third parties or determine if
there are policy  differences,  please  consult  your selling  agent.  For other
pertinent  information related to buying or selling shares,  please refer to the
appropriate section in the prospectus.


EXCHANGING/SELLING SHARES

Exchanges


You can  exchange  your Fund  shares  for  Class A shares of any other  publicly
offered  American  Express  mutual fund. If your initial  investment was in this
Fund,  you may  exchange  Fund  shares for Class B shares of another  fund.  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.


If your initial  investment  was in this Fund, and you exchange into a non-money
market fund,  you will pay an initial  sales charge if you exchange into Class A
and be subject to a contingent  deferred sales charge if you exchange into Class
B. If your initial  investment was in Class A shares of a non-money  market fund
and you exchange shares into this Fund, you may exchange that amount,  including
dividends earned on that amount, without paying a sales charge.


Other exchange policies:

o    Exchanges of Class A shares of other American  Express mutual funds to this
     Fund will be accepted. Exchanges of Class B shares to this Fund will not be
     accepted.

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.

Selling Shares

You can sell your shares at any time.  The payment  will be mailed  within seven
days after accepting your request.

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

The Fund reserves the right to redeem in kind.

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

<PAGE>

To sell or exchange  shares held  through a brokerage  account or with  entities
other than American  Express  Financial  Advisors,  please  consult your selling
agent.  The following  section explains how you can exchange or sell shares held
with American Express Financial Advisors.

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

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

Three ways to request an exchange or sale of shares

1 By letter:

Include in your letter:

o    the name of the fund(s),

o    your mutual  fund  account  number(s)  (for  exchanges,  both funds must be
     registered in the same ownership),


o    your Social Security number or Employer Identification number,


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 Client Service Corporation
Telephone Transaction Service
800-437-3133

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

3 By draft:

Free drafts are  available and can be used just like a check to withdraw $100 or
more from your account. The shares in your account earn dividends until they are
redeemed by the Fund to cover your  drafts.  Most  accounts  will  automatically
receive  free  drafts.  However,  to receive  drafts on  qualified  or custodial
business  accounts,  you must contact AECSC. A request form will be supplied and
must be signed by each  registered  owner.  Your draft writing  privilege may be
modified or discontinued at any time.  Drafts are not available for accounts set
up in a brokerage account.

Minimum amount Redemption: $100

<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 American  Express mutual
     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.

Distributions and Taxes

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Fund's net investment  income is  distributed  to you as dividends.  Capital
gains are realized  when a security is sold for a higher price than was paid for
it. Each realized  capital gain or loss is long-term or short-term  depending on
the length of time the Fund held the security. Realized capital gains and losses
offset  each  other.  The Fund  offsets any net  realized  capital  gains by any
available capital loss carryovers.  Net short-term capital gains are included in
net  investment  income.  Net  realized  long-term  capital  gains,  if any, are
distributed by the end of the calendar year as capital gain distributions.

REINVESTMENTS

Dividends are automatically reinvested in additional shares of the Fund, unless:

o    you request distributions be paid monthly in cash, or


o    you direct the Fund to invest your  distributions  monthly in any  publicly
     offered American  Express mutual fund for which you have previously  opened
     an account. Your purchases may be subject to a sales charge.


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

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

TAXES

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  capital  gain
distributions  and other income earned 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 money  you  borrow  that is 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 the record date of a distribution  you may pay
taxes on money  earned by the Fund before you were a  shareholder.  You will pay
the full  pre-distribution  price for the shares, then receive a portion of your
investment back as a distribution, which may be taxable.

<PAGE>


For tax  purposes,  an exchange is considered a sale and purchase and may result
in a gain or loss. A sale is a taxable transaction.  If you sell shares for less
than their cost,  the  difference is a capital loss. If you sell shares for more
than their cost, the  difference is a capital gain.  Your gain may be short term
(for  shares  held for one year or less) or long term (for  shares held for more
than one year).


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.


Other Information


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,  governments or  international  markets in which the Fund invests
also may be adversely  affected by Year 2000  issues.  To the extent a portfolio
holding is adversely affected by a Year 2000 processing issue, the Fund's return
could be adversely affected.

INVESTMENT MANAGER

The  investment  manager  of  the  Fund  is  AEFC,  located  at  IDS  Tower  10,
Minneapolis,  MN  55440-0010.  The Fund pays AEFC a fee for managing its assets.
Under the Investment Management Services Agreement,  the fee for the most recent
fiscal year was 0.34% of its average daily net assets. Under the agreement,  the
Fund also pays taxes, brokerage commissions and nonadvisory expenses.  AEFC is a
wholly-owned  subsidiary  of American  Express  Company,  a  financial  services
company with headquarters at American Express Tower, World Financial Center, New
York, NY 10285.


<PAGE>

Financial Highlights
<TABLE>
<CAPTION>

Fiscal period ended Dec. 31,

Per share income and capital changes(a)
<S>                                            <C>        <C>       <C>        <C>        <C>

                                                  1999      1998      1997       1996       1995

Net asset value, beginning of period             $1.00     $1.00     $1.00      $1.00      $1.00

Income from investment operations:

Net investment income (loss)                       .03       .03       .03        .03        .03

Less distributions:

Dividends from net investment income              (.03)     (.03)     (.03)      (.03)      (.03)

Net asset value, end of period                   $1.00     $1.00     $1.00      $1.00      $1.00

Ratios/supplemental data

Net assets, end of period (in millions)           $206      $173      $152       $157       $146

Ratio of expenses to average daily net assets(b)   .59%      .54%      .55%       .55%       .58%

Ratio of net investment income (loss)
to average daily net assets                       2.64%     2.93%     3.13%      2.94%      3.19%

Total return                                      2.68%     2.94%     3.18%      2.95%      3.24%

(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.
</TABLE>

The  information  in this  table  has  been  audited  by KPMG  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 prospectus, may be obtained without charge.

<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:  Calculating  your  marginal  tax rate.
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
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  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           $128,950         $193,400

                                 to              to                to           Over

                             $128,950(1)      $193,400(2)      $315,900(3)   $315,900(2)

Married Filing Jointly

$      0 - $ 43,850           15.00%

  43,850 -  105,950           28.00           28.84%

 105,950 -  161,450           31.00           31.93             33.32%

 161,450 -  288,350           36.00           37.08             38.69          37.08%

 288,350 +                    39.60                             42.56***       40.79

                                               Adjusted gross income*

Taxable income**                 $0           $128.950

                                 to              to               Over

                             $128,950(1)      $251,450(3)      $251,450(2)

Single

$     0 - $ 26,250            15.00%

 26,250 -   63,550            28.00

 63,550 -  132,600            31.00           32.62%

132,600 -  288,350            36.00           37.89             37.08%

288,350 +                     39.60                             40.79

  * 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 $315,900 and your taxable income exceeds $288,350.
</TABLE>

(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>

              3.50%     4.00%     4.50%     5.00%     5.50%     6.00%     6.50%    7.00%

Marginal Tax Rates Equal the Taxable Rates shown below:

15.00%        4.12      4.71      5.29      5.88      6.47      7.06      7.65     8.24

28.00%        4.86      5.56      6.25      6.94      7.64      8.33      9.03     9.72

28.84%        4.92      5.62      6.32      7.03      7.73      8.43      9.13     9.84

31.00%        5.07      5.80      6.52      7.25      7.97      8.70      9.42    10.14

31.93%        5.14      5.88      6.61      7.35      8.08      8.81      9.55    10.28

32.62%        5.19      5.94      6.68      7.42      8.16      8.90      9.65    10.39

33.32%        5.25      6.00      6.75      7.50      8.25      9.00      9.75    10.50

36.00%        5.47      6.25      7.03      7.81      8.59      9.38     10.16    10.94

37.08%        5.56      6.36      7.15      7.95      8.74      9.54     10.33    11.13

37.89%        5.64      6.44      7.25      8.05      8.86      9.66     10.47    11.27

38.69%        5.71      6.52      7.34      8.16      8.97      9.79     10.60    11.42

39.60%        5.79      6.62      7.45      8.28      9.11      9.93     10.76    11.59

40.79%        5.91      6.76      7.60      8.44      9.29     10.13     10.98    11.82

42.56%        6.09      6.96      7.83      8.70      9.58     10.45     11.32    12.19
</TABLE>

This Fund, along with the other American Express mutual funds, is distributed by
American Express  Financial  Advisors Inc. and can be purchased from an American
Express  financial  advisor or from  other  authorized  broker-dealers  or third
parties.  The Funds can be found under the "Amer Express"  banner in most mutual
fund quotations.

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


American Express 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
1-202-942-8090).  Reports and other  information about the Fund are available on
the  EDGARDatabase  on the Commission's  Internet site at  (http://www.sec.gov).
Copies of this  information may be obtained,  after paying a duplicating fee, by
electronic  request at the following  E-mail  address:[email protected],  or by
writing to the Public  Reference  Section of the  Commission,  Washington,  D.C.
20549-6009.

Investment Company Act File #811-3003

TICKER SYMBOL

Class A: ITFXXS-6433-99 P(2/00)


<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                      AXPSM TAX-FREE MONEY FUND (the Fund)

                                  Feb. 29, 2000

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


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

<PAGE>

AXP Tax-Free Money Fund


                                            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.  8

Security Transactions...............................................p.16

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation..............................p.17

Performance Information.............................................p.18

Valuing Fund Shares.................................................p.19

Investing in the Fund...............................................p.19

Selling Shares......................................................p.20

Pay-out Plans.......................................................p.21


Taxes...............................................................p.22

Agreements..........................................................p.22

Organizational Information..........................................p.24

Board Members and Officers..........................................p.26

Compensation for Board Members......................................p.28


Independent Auditors................................................p.29

Appendix:  Description of Ratings...................................p.30

<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
- --------------------------------------------------------------------------------

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

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

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

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

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

o    Make  cash  loans.  The  Fund,  however,  does  make  investments  in  debt
     securities  where the sellers  agree to repurchase  the  securities at cost
     plus an agreed-upon interest rate within a specified time.



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. For purposes of this policy, the terms of a
     municipal  security determine the issuer. In order to comply with revisions
     to Rule 2a-7,  the Fund will  observe the  limitation  on  investment  in a
     single issuer as to 100% of its portfolio.


o    Buy on margin or sell short.

o    Invest in real estate, but the Fund can invest in municipal bonds and notes
     secured by real estate or interests  therein.  For purposes of this policy,
     real estate includes real estate limited partnerships.

o    Invest in commodities or commodity contracts.

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

o    Invest more than 10% of the Fund's net assets in securities  and derivative
     instruments  that are illiquid.  In determining  the liquidity of municipal
     lease obligations,  the investment manager, under guidelines established by
     the board,  will consider the essential nature of the leased property,  the
     likelihood that the municipality  will continue  appropriating  funding for
     the leased  property,  and other  relevant  factors  related to the general
     credit quality of the municipality  and the  marketability of the municipal
     lease obligations.

In  addition to  considering  ratings  assigned  by the ratings  services in the
selection of portfolio  securities  for the Fund,  the Fund may consider,  among
other things,  information concerning the financial history and condition of the
issuer and its revenue and expense  prospect and, in the case of revenue  bonds,
the  financial  history  and  condition  of the source of revenue to service the
bonds.

<PAGE>

After a  municipal  bond or note  has  been  purchased  by the  Fund,  it may be
assigned a lower  rating or cease to be rated.  Such an event  would not require
the elimination of the issue from the portfolio, but the Fund will consider such
an event in determining whether the Fund should continue to hold the security in
its portfolio.

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 market in municipal bonds and notes is note comparable to the market
in taxable  money  market  instruments  in terms of liquidity  and  stability of
principal.  This is because  the market in  municipal  bonds and notes is not as
broad, does not offer as much choice in maturities, and has fewer issuers.

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.

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.

- -------------------------------------------------------------------------------
Investment strategies & types of investments:         AXP Tax-Free Money

                                                    Allowable for the Fund?

Agency and Government Securities                              yes
Cash/Money Market Instruments                                 yes
Commercial Paper                                              yes
Debt Obligations                                              yes
Illiquid and Restricted Securities                            yes
Lending of Portfolio Securities                               yes
Mortgage- and Asset-Backed Securities                         yes
Municipal Obligations                                         yes
Repurchase Agreements                                         yes
Variable- or Floating-Rate Securities                         yes
- -------------------------------------------------------------------------------

Unless changed by the board, the Fund will not:

Invest  more than 10% of the  Fund's net assets in  securities  and  derivative
instruments  that are illiquid.  In determining the liquidity of municipal lease
obligations,  the investment manager, under guidelines established by the board,
will consider the essential nature of the leased  property,  the likelihood that
the municipality  will continue  appropriating  funding for the leased property,
and  other  relevant  factors  related  to the  general  credit  quality  of the
municipality and the marketability of the municipal lease obligations.

In  addition to  considering  ratings  assigned  by the ratings  services in the
selection of portfolio  securities  for the Fund,  the Fund may consider,  among
other things,  information concerning the financial history and condition of the
issuer and its revenue and expense  prospect and, in the case of revenue  bonds,
the  financial  history  and  condition  of the source of revenue to service the
bonds.

After a  municipal  bond or note  has  been  purchased  by the  Fund,  it may be
assigned a lower  rating or cease to be rated.  Such an event  would not require
the elimination of the issue from the portfolio, but the Fund will consider such
an event in determining whether the Fund should continue to hold the security in
its portfolio.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES
- -------------------------------------------------------------------------------

RISKS

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

Call/Prepayment Risk

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

Correlation Risk

The risk that a given  transaction  may fail to achieve its objectives due to an
imperfect  relationship  between  markets.  Certain  investments  may react more
negatively than others in response to changing market conditions.

Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

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

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

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

<PAGE>

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

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

Inflation Risk

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

Interest Rate Risk

The risk of losses  attributable  to changes  in  interest  rates.  This term is
generally  associated  with bond prices (when interest  rates rise,  bond prices
fall).  In general,  the longer the maturity of a bond, the higher its yield and
the greater its sensitivity to changes in interest rates.

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.

<PAGE>

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  income or  principal at
the same rate it currently is earning.

Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Cash/Money Market Instruments

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

See the appendix for a discussion of securities ratings.

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

Commercial Paper

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
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.)

<PAGE>

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.

Debt Obligations

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

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

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

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.

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.

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

<PAGE>

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.

Mortgage- and Asset-Backed Securities

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

Stripped mortgage-backed  securities are a type of mortgage-backed security that
receive  differing  proportions of the interest and principal  payments from the
underlying assets. Generally,  there are two classes of stripped mortgage-backed
securities:  Interest Only (IO) and Principal  Only (PO). IOs entitle the holder
to receive  distributions  consisting of all or a portion of the interest on the
underlying pool of mortgage loans or mortgage-backed securities. POs entitle the
holder to receive distributions  consisting of all or a portion of the principal
of the underlying pool of mortgage loans or mortgage-backed securities. The cash
flows and yields on IOs and POs are extremely sensitive to the rate of principal
payments   (including   prepayments)   on  the  underlying   mortgage  loans  or
mortgage-backed  securities.  A rapid rate of principal  payments may  adversely
affect the yield to  maturity  of IOs.  A slow rate of  principal  payments  may
adversely  affect the yield to maturity of POs. If  prepayments of principal are
greater than anticipated,  an investor in IOs may incur  substantial  losses. If
prepayments of principal are slower than anticipated,  the yield on a PO will be
affected more severely than would be the case with a traditional mortgage-backed
security.

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

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

Asset-backed    securities   have   structural    characteristics   similar   to
mortgage-backed  securities.  Asset-backed debt obligations  represent direct or
indirect  participation in, or secured by and payable from, assets such as motor
vehicle  installment  sales contracts,  other  installment loan contracts,  home
equity loans,  leases of various types of property,  and receivables from credit
card  or  other  revolving  credit  arrangements.  The  credit  quality  of most
asset-backed  securities  depends  primarily on the credit quality of the assets
underlying  such  securities,  how well  the  entity  issuing  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

<PAGE>

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.

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 the 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.

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

<PAGE>

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.

Variable- or Floating-Rate Securities

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

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

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

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

<PAGE>

SECURITY TRANSACTIONS
- --------------------------------------------------------------------------------

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


The  Fund,  AEFC and the  Distributor  each have a strict  Code of  Ethics  that
prohibits  its  affiliated   personnel  from  engaging  in  personal  investment
activities  that compete with or attempt to take advantage of planned  portfolio
transactions for the Fund.


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


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


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

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

<PAGE>

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 American
Express  mutual  funds even though it is not  possible to relate the benefits to
any particular fund.


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

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


The Fund paid total  brokerage  commissions of $0 for fiscal year ended Dec. 31,
1999, $0 for fiscal year 1998,  and $0 for fiscal year 1997.  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.

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.

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.

<PAGE>

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 calculates  annualized  simple and compound yields based on a seven-day
period.

The simple yield is calculated by  determining  the net change in the value of a
hypothetical  account  having a  balance  of one share at the  beginning  of the
seven-day  period,  dividing the net change in account value by the value of the
account at the beginning of the period to obtain the return for the period,  and
multiplying  that return by 365/7 to obtain an annualized  figure.  The value of
the  hypothetical  account  includes the amount of any declared  dividends,  the
value of any shares  purchased  with any dividend paid during the period and any
dividends  declared  for such  shares.  The Fund's  yield does not  include  any
realized or unrealized gains or losses.

The Fund calculates its compound yield according to the following formula:

Compound Yield = (return for seven-day period + 1) x (365/7) - 1


The Fund's simple annualized yield was 3.67% and its compound yield was 3.74% on
Dec. 31, 1999.


Yield,  or rate of  return,  on Fund  shares  may  fluctuate  daily and does not
provide a basis for determining  future yields.  However,  it may be used as one
element  in  assessing  how the Fund is  meeting  its goal.  When  comparing  an
investment   in  the  Fund  with  savings   accounts   and  similar   investment
alternatives,  you must consider that such alternatives  often provide an agreed
to or  guaranteed  fixed yield for a stated  period of time,  whereas the Fund's
yield  fluctuates.  In comparing  the yield of one money market fund to another,
you should  consider  the Fund's  investment  policies,  including  the types of
investments permitted.

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

<PAGE>


Fund Report,  Financial Services Week, Financial Times, Financial World, Forbes,
Fortune,  Global Investor,  Institutional  Investor,  Investor's Business Daily,
Kiplinger's Personal Finance,  Lipper Analytical Services,  Money,  Morningstar,
Mutual  Fund  Forecaster,  Newsweek,  The New  York  Times,  Personal  Investor,
Shearson Lehman Aggregate Bond Index,  Stanger Report,  Sylvia Porter's Personal
Finance,  USA Today,  U.S. News and World Report,  The Wall Street Journal,  and
Wiesenberger  Investment  Companies  Service.  The  Fund  also may  compare  its
performance to a wide variety of indexes or averages. There are similarities and
differences  between  the  investments  that  the  Fund  may  purchase  and  the
investments  measured  by the  indexes or averages  and the  composition  of the
indexes or averages will differ from that of the Fund.


VALUING FUND SHARES
- --------------------------------------------------------------------------------

All of the securities in the Fund's  portfolio are valued at amortized cost. The
amortized  cost  method  of  valuation  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. It
does not take into consideration unrealized capital gains or losses.

The board has established  procedures designed to stabilize the fund's price per
share for  purposes  of sales and  redemptions  at $1, to the extent  that it is
reasonably  possible to do so.  These  procedures  include  review of the Fund's
securities by the board,  at intervals  deemed  appropriate  by it, to determine
whether the Fund's net asset value per share computed by using available  market
quotations  deviates  from a share value of $1 as computed  using the  amortized
cost  method.  The board must  consider  any  deviation  that  appears and if it
exceeds 0.5% it must  determine what action,  if any, needs to be taken.  If the
board  determines a deviation  exists that may result in a material  dilution of
the  holdings  of  current  shareholders  or  investors,   or  in  other  unfair
consequences for such persons,  it must undertake  remedial action that it deems
necessary  and  appropriate.  Such  action may  include  withholding  dividends,
calculating  net asset  value per share for  purposes  of sales and  redemptions
using  available  market  quotations,  making  redemptions  in kind, and selling
securities  before  maturity in order to realize  capital  gains or losses or to
shorten average portfolio maturity.

While the amortized cost method provides  certainty and consistency in portfolio
valuation,  it may result in valuations of securities  that are either  somewhat
higher or lower  than the  prices at which the  securities  could be sold.  This
means that  during  times of  declining  interest  rates the yield on the Fund's
shares may be higher than if valuations of securities  were made based on actual
market  prices  and  estimates  of  market  prices.  Accordingly,  if using  the
amortized cost method were to result in a lower  portfolio  value, a prospective
investor  in the Fund  would be able to obtain a somewhat  higher  yield than he
would get if portfolio  valuation were based on actual market  values.  Existing
shareholders,  on the other hand, would receive a somewhat lower yield than they
would  otherwise  receive.  The opposite  would happen during a period of rising
interest rates.

INVESTING IN THE FUND
- -------------------------------------------------------------------------------

The minimum  purchase for directors,  officers and employees of the Fund or AEFC
and AEFC  financial  advisors is $1,000 for the Fund (except  payroll  deduction
plans), with a minimum additional purchase of $25.

SYSTEMATIC INVESTMENT PROGRAMS

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

<PAGE>

AUTOMATIC DIRECTED DIVIDENDS


Dividends,  including  capital  gain  distributions,  paid by  another  American
Express mutual fund, may be used to  automatically  purchase shares of the Fund.
Dividends may be directed to existing  accounts  only.  Dividends  declared by a
fund are  exchanged to this Fund the following  day.  Dividends can be exchanged
into the same class of another  American Express mutual fund but cannot be split
to make  purchases  in two or  more  funds.  Automatic  directed  dividends  are
available between accounts of any ownership except:


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

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

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

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

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

REJECTION OF BUSINESS

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

SELLING SHARES
- --------------------------------------------------------------------------------

You have a right to sell your shares at any time.  For an  explanation  of sales
procedures,  please  see the  prospectus.  During  an  emergency,  the board can
suspend the computation of NAV, stop accepting  payments for purchase of shares,
or suspend the duty of the Fund to redeem shares for more than seven days.  Such
emergency situations would occur if:

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

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

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

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

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

<PAGE>

excess of this limitation  would normally be paid in cash, the Fund reserves the
right to make these  payments in whole or in part in  securities or other assets
in case of an  emergency,  or if the  payment of a  redemption  in cash would be
detrimental to the existing shareholders of the Fund as determined by the board.
In these circumstances,  the securities distributed would be valued as set forth
in this SAI.  Should the Fund  distribute  securities,  a shareholder  may incur
brokerage fees or other transaction costs in converting the securities to cash.

PAY-OUT PLANS
- --------------------------------------------------------------------------------

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

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


To start any of these plans, please consult your selling agent or write American
Express Client Service Corporation, P.O. Box 534, Minneapolis, MN 55440-0534, or
call 800-437-3133. Your authorization must be received 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.

<PAGE>

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

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

TAXES
- -------------------------------------------------------------------------------

For tax purposes, an exchange is considered a sale and purchase, and may results
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 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 this or  another  American  Express
mutual fund 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.

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.


Capital gain  distributions,  if any, received by shareholders should be treated
as  long-term  capital  gains  regardless  of how long they owned their  shares.
Short-term  capital gains earned by the Fund are paid to shareholders as part of
their ordinary  income  dividend and are taxable.  A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.



Under  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 Dec. 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.

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.

<PAGE>

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     $1.00                   0.360%
Next       0.50                   0.343
Next       0.50                   0.325
Next       0.50                   0.308
Next       1.00                   0.290
Next       3.00                   0.270
Over       6.50                   0.250

On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.360% 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 $603,060 for fiscal year 1999,  $496,593 for fiscal year 1998,  and $488,015
for fiscal year 1997.

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  $179,185  for fiscal year 1999,  $91,073  for fiscal  year 1998,  and
$69,516 for fiscal year 1997.

Administrative Services Agreement

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

Assets                       Annual rate at
(billions)                   each asset level
- ---------                    ----------------
First       $1.0                   0.030%
Next         0.5                   0.027
Next         0.5                   0.025
Next         0.5                   0.022
Over         2.5                   0.020


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 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 $55,748  for fiscal  year  1999,  $50,968  for
fiscal year 1998, and $48,992
for fiscal year 1997.


Transfer Agency Agreement

The Fund has a Transfer  Agency  Agreement with American  Express Client Service
Corporation   (AECSC).   This  agreement  governs  AECSC's   responsibility  for
administering and/or performing transfer agent functions,  for acting as service
agent in connection with dividend and distribution  functions and for performing
shareholder  account  administration  agent  functions  in  connection  with the
issuance,  exchange and redemption or repurchase of the Fund's shares. Under the
agreement, AECSC earns a fee from the

<PAGE>

Fund determined by multiplying the number of shareholder  accounts at the end of
the day by a rate of $24 per  year and  dividing  by the  number  of days in the
year.  The fees paid to AECSC may be  changed by the board  without  shareholder
approval.

DISTRIBUTION AGREEMENT


American  Express  Financial  Advisors  Inc.  (the  Distributor)  is the  Fund's
principal underwriter. The Fund's shares are offered on a continuous basis.


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.

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 $101  billion  for the  American
Express Funds,  AEFC manages  investments for itself and its  subsidiaries,  IDS
Certificate  Company  and  IDS  Life  Insurance  Company.   Total  assets  under
management  as of the end of the most  recent  fiscal  year  were more than $262
billion.

AEFA serves  individuals and businesses  through its nationwide  network of more
than 180 offices and more than 9,500 advisors.

<PAGE>
<TABLE>
<CAPTION>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<S>                                  <C>                  <C>               <C>          <C>        <C>
                                             Date of            Form of         State of     Fiscal
Fund                                      Organization        Organization    Organization  Year End  Diversified
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Bond Fund, Inc.                    6/27/74, 6/31/86***    Corporation        NV/MN        8/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Discovery Fund, Inc.               4/29/81, 6/13/86***    Corporation        NV/MN        7/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Equity Select Fund, Inc.**         3/18/57, 6/13/86***    Corporation        NV/MN       11/30       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Extra Income Fund, Inc.                  8/17/83          Corporation          MN         5/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Federal Income Fund, Inc.                3/12/85          Corporation          MN         5/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Global Series, Inc.                     10/28/88          Corporation          MN        10/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Emerging Markets Fund                                                                             Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Global Balanced Fund                                                                              Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Global Bond Fund                                                                                   No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Global Growth Fund                                                                                Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Innovations Fund                                                                                  Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Growth Series, Inc.                5/21/70, 6/13/86***    Corporation        NV/MN        7/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Growth Fund                                                                                       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Research Opportunities Fund                                                                       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP High Yield Tax-Exempt Fund, Inc.        12/21/78,         Corporation        NV/MN       11/30       Yes
                                           6/13/86***
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP International Fund, Inc.                 7/18/84          Corporation          MN        10/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Investment Series, Inc.            1/18/40, 6/13/86***    Corporation        NV/MN        9/30
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Diversified Equity Income Fund                                                                    Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Mutual                                                                                            Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Managed Series, Inc.                     10/9/84          Corporation          MN         9/30
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Managed Allocation Fund                                                                           Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Market Advantage Series, Inc.            8/25/89          Corporation          MN         1/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Blue Chip Advantage Fund                                                                          Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP International Equity Index                                                                         No
   Fund
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Mid Cap Index Fund                                                                                 No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Nasdaq 100 Index Fund                                                                              No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP S&P 500 Index Fund                                                                                 No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Small Company Index Fund                                                                          Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Total Stock Market Index Fund                                                                      No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Money Market Series, Inc.          8/22/75, 6/13/86***    Corporation        NV/MN        7/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Cash Management Fund                                                                              Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP New Dimensions Fund, Inc.          2/20/68, 6/13/86***    Corporation        NV/MN        7/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Precious Metals Fund, Inc.               10/5/84          Corporation          MN         3/31        No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Progressive Fund, Inc.             4/23/68, 6/13/86***    Corporation        NV/MN        9/30       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Selective Fund, Inc.               2/10/45, 6/13/86***    Corporation        NV/MN        5/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Stock Fund, Inc.                   2/10/45, 6/13/86***    Corporation        NV/MN        9/30       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Strategy Series, Inc.                    1/24/84          Corporation          MN         3/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Equity Value Fund**                                                                               Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Small Cap Advantage Fund                                                                          Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Strategy Aggressive Fund**                                                                        Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Tax-Exempt Series, Inc.            9/30/76, 6/13/86***    Corporation        NV/MN       11/31
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Intermediate Tax-Exempt Fund                                                                      Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Tax-Exempt Bond Fund                                                                              Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Tax-Free Money Fund, Inc.          2/29/80, 6/13/86***    Corporation        NV/MN       12/31       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Utilities Income Fund, Inc.              3/25/88          Corporation          MN         6/30       Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP California Tax-Exempt Trust              4/7/86             Business           MA         6/30
                                                               Trust****
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP California Tax-Exempt Fund                                                                         No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
AXP Special Tax-Exempt Series Trust          4/7/86             Business           MA         6/30
                                                               Trust****
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Insured Tax-Exempt Fund                                                                           Yes
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Massachusetts Tax-Exempt Fund                                                                      No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Michigan Tax-Exempt Fund                                                                           No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Minnesota Tax-Exempt Fund                                                                          No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP New York Tax-Exempt Fund                                                                           No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
   AXP Ohio Tax-Exempt Fund                                                                               No
- -------------------------------------- -------------------- ----------------- ------------- --------- -----------
</TABLE>

*    At the  shareholders  meeting  held on June 16, 1999,  shareholders  of the
     existing funds (except for AXP Small Cap Advantage  Fund) approved the name
     change  from IDS to AXP.  In  addition  to  substituting  AXP for IDS,  the
     following  series changed their names:  IDS Growth Fund, Inc. to AXP Growth
     Series,  Inc., IDS Managed  Retirement  Fund,  Inc. to AXP Managed  Series,
     Inc.,  IDS  Strategy  Fund,  Inc. to AXP  Strategy  Series,  Inc.,  and IDS
     Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.

<PAGE>

**   At the  shareholders  meeting  held on Nov. 9, 1994,  IDS Equity Plus Fund,
     Inc. changed its name to IDS Equity Select Fund, Inc. At that same time IDS
     Strategy Aggressive Equity Fund changed its name to IDS Strategy Aggressive
     Fund,  and IDS  Strategy  Equity Fund  changed its name to IDS Equity Value
     Fund.

***  Date merged into a Minnesota corporation incorporated on 4/7/86.

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

BOARD MEMBERS AND OFFICERS
- --------------------------------------------------------------------------------

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


The following is a list of the Fund's board members.  They serve 15 Master Trust
portfolios and 58 American Express mutual funds.

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

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

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

Chairman  and chief  executive  officer of the Fund.  Chairman,  Board  Services
Corporation  (provides  administrative  services to boards).  Former Governor of
Minnesota.

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

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


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

Senior adviser 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.

<PAGE>


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


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


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


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


William R. Pearce'+
Born in 1927
2050 One Financial Plaza
Minneapolis, MN

RII Weyerhaeuser World Timberfund, L.P. (develops timber resources) - management
committee. Retired vice chairman of the board, Cargill,  Incorporated (commodity
merchants and processors). Former chairman, American Express Funds.

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

Visiting lecturer and Director of The Institute of Politics, Harvard University.
Former three-term United States Senator for Wyoming. Former Assistant Republican
Leader, U.S. Senate. Director, Biogen (bio-pharmaceuticals).

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

Senior vice president of AEFC.



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

Retired  chairman  of  the  board  and  chief  executive  officer,  The  Valspar
Corporation  (paints).  Director,  Valspar,  Bemis  Corporation  (packaging) and
General Mills, Inc. (consumer foods).

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


<PAGE>


The board has appointed  officers who are  responsible  for day-to-day  business
decisions based on policies it has established.  In addition to Mr. Carlson, who
is chairman of the board,  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.

John M. Knight
Born in 1952
IDS Tower 10
Minneapolis, MN

Vice president - investment accounting of AEFC. Treasurer for the Fund.

COMPENSATION FOR BOARD MEMBERS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 25 meetings, received the following compensation:
<S>                                    <C>                             <C>
                                            Compensation Table               Total cash compensation from
                                       ---------------------------------  ---------------------------------
Board member                           Aggregate                          American Express Funds and
                                       compensation from the Fund         Preferred Master Trust Group
H. Brewster Atwater, Jr.                           $1,175                            $115,325
Lynne V. Cheney                                       907                             102,225
Heinz F. Hutter                                       950                             101,750
Anne P. Jones                                         982                             106,675
William R. Pearce                                     775                              80,200
Alan K. Simpson                                       907                             102,225
C. Angus Wurtele                                    1,208                             117,300
</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.

<PAGE>

INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

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

<PAGE>

                                    APPENDIX

                             DESCRIPTION OF RATINGS

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

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

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

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

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

         o    Nature of and provisions of the obligation.

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

Investment Grade

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

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

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

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

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  uncertainies  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.

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

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

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

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

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

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

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

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

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

<PAGE>

                         Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

         SP-3     Speculative capacity to pay principal and interest.

                           Moody's Short-Term Ratings

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

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

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

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

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

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

<PAGE>

                                 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
AXP TAX-FREE MONEY FUND, INC.

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities,  of AXP Tax-Free Money Fund,  Inc. as
of December 31, 1999, and the related  statement of operations for the year then
ended and the  statements  of changes in net assets for each of the years in the
two-year period ended December 31, 1999 and the financial highlights for each of
the years in the  five-year  period ended  December 31,  1999.  These  financial
statements  and  the  financial   highlights  are  the  responsibility  of  fund
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and the financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1999, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of AXP Tax-Free Money Fund, Inc.
as of December 31, 1999, and the results of its  operations,  changes in its net
assets,  and the  financial  highlights  for the  periods  stated  in the  first
paragraph above, in conformity with generally accepted accounting principles.


/s/KPMG LLP
KPMG LLP
Minneapolis, Minnesota
February 4, 2000
<PAGE>
<TABLE>
<CAPTION>
Financial Statements

Statement of assets and  liabilities
AXP Tax-Free Money Fund, Inc.

Dec. 31, 1999

Assets
Investments in securities, at value (Note 1)
<S>                 <C>                                                 <C>
   (identified cost $205,627,368)                                        $205,627,368
Cash in bank on demand deposit                                              1,387,646
Accrued interest receivable                                                 1,410,196
                                                                            ---------
Total assets                                                              208,425,210
                                                                          -----------

Liabilities
Dividends payable to shareholders                                             175,670
Payable for investment securities purchased                                 1,780,260
Accrued investment management services fee                                      1,994
Accrued transfer agency fee                                                       528
Accrued administrative services fee                                               166
Other accrued expenses                                                         38,579
                                                                               ------
Total liabilities                                                           1,997,197
                                                                            ---------
Net assets applicable to outstanding capital stock                       $206,428,013
                                                                         ============

Represented by
Capital stock-- $.01 par value (Note 1)                                  $  2,064,331
Additional paid-in capital                                                204,367,560
Accumulated net realized gain (loss)                                           (3,878)
                                                                               ------
Total-- representing net assets applicable to outstanding capital stock  $206,428,013
                                                                         ============
Shares outstanding                                                        206,433,080
                                                                          -----------
Net asset value per share of outstanding capital stock                   $       1.00
                                                                         ------------

See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Tax-Free Money Fund, Inc.

Year ended Dec. 31, 1999

Investment income
Income:
<S>                                                                          <C>
Interest                                                                     $5,762,955
                                                                             ----------
Expenses (Note 2):
Investment management services fee                                              603,060
Transfer agency fee                                                             188,488
Administrative services fees and expenses                                        55,748
Compensation of board members                                                     7,629
Custodian fees                                                                   27,933
Printing and postage                                                             61,907
Registration fees                                                                87,130
Audit fees                                                                       21,000
Other                                                                            10,227
                                                                                 ------
Total expenses                                                                1,063,122
   Earnings credits on cash balances (Note 2)                                   (36,641)
                                                                                -------
Total net expenses                                                            1,026,481
                                                                              ---------
Investment income (loss)-- net                                                4,736,474
                                                                              ---------

 Realized and unrealized gain (loss) -- net
Net realized gain (loss) on security transactions (Note 3)                        2,841
                                                                                  -----
Net increase (decrease) in net assets resulting from operations              $4,739,315
                                                                             ==========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP Tax-Free Money Fund, Inc.

Year ended Dec. 31,                                                        1999             1998

 Operations and distributions
<S>                                                                 <C>               <C>
Investment income (loss) -- net                                     $   4,736,474     $   4,692,082
Net realized gain (loss) on security transactions (Note 3)                  2,841                 0
                                                                            -----                 -
Net increase (decrease) in net assets resulting from operations         4,739,315         4,692,082
                                                                        ---------         ---------
Distributions to shareholders from:
   Net investment income                                               (4,736,474)       (4,692,121)
                                                                       ----------        ----------

Capital share transactions at constant $1 net asset value
Proceeds from sales of shares                                         404,531,201       343,999,939
Net asset value of shares issued  in  reinvestment of distributions     4,522,093         4,513,497
Payments  for redemptions of shares                                  (375,868,340)     (327,618,650)
                                                                     ------------      ------------
Increase  (decrease) in net assets from  capital  share  transactions  33,184,954        20,894,786
                                                                       ----------        ----------
Total  increase(decrease) in net assets                                33,187,795        20,894,747
Net assets at beginning of year                                       173,240,218       152,345,471
                                                                      -----------       -----------
Net assets at end of year                                           $ 206,428,013     $ 173,240,218
                                                                    =============     =============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

Notes to Financial Statements
AXP Tax-Free Money Fund, Inc.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 (as amended), as
a diversified,  open-end management  investment company. The Fund has 10 billion
authorized  shares of capital  stock.  The Fund invests  primarily in short-term
bonds and notes issued by or on behalf of state or local governmental units.

The Fund's significant accounting policies are summarized below:

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

Valuation of securities
Pursuant  to Rule 2a-7 of the 1940  Act,  all  securities  are  valued  daily at
amortized cost, which approximates market value, in order to maintain a constant
net asset value of $1 per share.

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

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.

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. EXPENSES
The Fund has agreements with American Express  Financial  Corporation  (AEFC) to
manage its portfolio and provide  administrative  services.  Under an Investment
Management  Services  Agreement,   AEFC  determines  which  securities  will  be
purchased,  held or sold.  The  management  fee is a  percentage  of the  Fund's
average daily net assets in reducing  percentages  from 0.36% to 0.25% annually.
Under terms of a prior  agreement  that ended June 30, 1999,  the management fee
was a percentage of the Fund's average daily net assets in reducing  percentages
from 0.31% to 0.24% annually.

Under  an  Administrative  Services  Agreement,  the  Fund  pays  AEFC a fee for
administration  and  accounting  services at a percentage of the Fund's  average
daily net assets in reducing  percentages from 0.03% to 0.02% annually.  A minor
portion  of  additional  administrative  service  expenses  paid by the Fund are
consultants' fees and fund office expenses.  Under this agreement, the Fund also
pays  taxes,  audit  and  certain  legal  fees,  registration  fees for  shares,
compensation  of board  members,  corporate  filing fees and any other  expenses
properly payable by the Fund and approved by the board.

Under a separate  Transfer  Agency  Agreement,  American  Express Client Service
Corporation (AECSC) maintains  shareholder  accounts and records.  The Fund pays
AECSC an annual fee of $24 per shareholder account for this service. Under terms
of a prior  agreement that ended Jan. 31, 1999, the Fund paid a transfer  agency
fee at an annual rate per shareholder account of $20.

During the year ended Dec. 31, 1999,  the Fund's  custodian and transfer  agency
fees were reduced by $36,641 as a result of earnings credits from overnight cash
balances.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities aggregated  $654,890,325
and $620,405,330, respectively, for the year ended Dec. 31, 1999. Realized gains
and losses, if any, are determined on an identified cost basis.

4. BANK BORROWINGS
The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the  aggregate  of 333% of advances  equal to or less than five  business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to participate with other American Express funds, permits borrowings up
to $200  million,  collectively.  Interest  is charged to each fund based on its
borrowings  at a  rate  equal  to the  Federal  Funds  Rate  plus  0.30%  or the
Eurodollar Rate (Reserve  Adjusted) plus 0.20%.  Borrowings are payable up to 90
days after such loan is executed.  The Fund also pays a commitment  fee equal to
its pro rata share of the amount of the credit  facility  at a rate of 0.05% per
annum.  The Fund had no  borrowings  outstanding  during the year ended Dec. 31,
1999.

5. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
is presented on page 17 of the prospectus.
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Tax-Free Money Fund, Inc.
Dec. 31, 1999

(Percentages represent value of investments compared to net assets)

Municipal notes
Issuer(b)                                                   Annualized       Amount         Value(a)
                                                           yield on date   payable at
                                                            of purchase     maturity

Alabama (4.2%)
Columbia County Industrial Development Pollution Control
 Revenue Bonds (Alabama Power) V.R. Series 1995C
<S>   <C>   <C>                                                 <C>       <C>                <C>
      10-01-22                                                  4.75%     $8,350,000(c)      $8,350,000
Columbia County Industrial Development Pollution Control
 Revenue Bonds (Alabama Power) V.R. Series 1995D
      10-01-22                                                  4.50         400,000(c)         400,000
Total                                                                                         8,750,000

Alaska (2.3%)
Valdez Marine Terminal Refunding Revenue Bonds
 (Mobil Alaskan Pipeline) V.R. Series 1993A
      11-01-03                                                  5.55       1,000,000(c)       1,000,000
Valdez Marine Terminal Revenue Bonds
 (Exxon Pipeline) V.R. Series 1993A
      12-01-33                                                  4.75       3,700,000(c)       3,700,000
Total                                                                                         4,700,000

Arizona (8.4%)
Maricopa County (Arizona Public Service)
(Bank of America) V.R.
      05-01-29                                                  4.90       2,700,000(c)       2,700,000
Maricopa County Pollution Control Revenue Bonds
 (Arizona Public Service) V.R. Series 1994A
      05-01-29                                                  4.75       4,900,000(c)       4,900,000
Maricopa County Pollution Control Revenue Bonds
 (Southern California Edison) C.P. Series 1999E
      01-14-00                                                  3.75       2,500,000          2,500,000
      01-24-00                                                  3.85       1,000,000          1,000,000
Maricopa County Pollution Control Revenue Bonds
    V.R. Series 1994C
      05-01-29                                                  4.80       1,150,000(c)       1,150,000

Salt River Agricultural Improvement & Power District C.P.
      01-11-00                                                  3.85       2,000,000          2,000,000
      01-12-00                                                  3.75       1,000,000          1,000,000
      01-12-00                                                  3.85       1,000,000          1,000,000
      02-09-00                                                  3.50       1,000,000          1,000,000
Total                                                                                        17,250,000

California (0.7%)
Los Angeles County T.R.A.N.
      06-30-00                                                  3.99       1,500,000          1,504,880

Florida (1.5%)
Jacksonville Electric Authority Tax Exempt C.P. Series 1999C
      01-10-00                                                  3.75       2,000,000          2,000,000
Municipal Power Agency C.P.
      02-01-00                                                  3.30       1,155,000          1,155,000
Total                                                                                         3,155,000

Georgia (2.1%)
Burke County Development Authority Revenue
Bonds (Georgia Power) C.P.
      01-12-00                                                  3.65       1,200,000          1,200,000
Putnam County Development Authority Revenue Bonds
 (Georgia Power)
      01-13-00                                                  3.65       3,100,000          3,100,000
Total                                                                                         4,300,000

Idaho (1.5%)
State T.R.A.N. Series 1999
      06-30-00                                                  4.23       3,000,000          3,012,184

Illinois (5.1%)
Chicago General Obligation Tender Notes
 Series 1999
      01-27-00                                                  2.95       2,000,000          2,000,000
Chicago General Obligation Tender Notes
   V.R.
      01-01-12                                                  5.55       2,600,000(c)       2,600,000

Development Finance Authority Pollution Control
 Revenue Bonds (Amoco Oil) V.R. Series 1994
      11-01-12                                                  4.85         200,000(c)         200,000
Health Facilities (University of Chicago Hospitals)
 V.R. (MBIA Insured)
      08-01-26                                                  4.80       3,800,000(c,d)     3,800,000
Health Facilities Authority Revenue Bonds
(University of Chicago Hospitals) V.R.
      11-15-23                                                  5.60       1,900,000(c)       1,900,000
Total                                                                                        10,500,000

Indiana (3.9%)
Bond Bank Advanced Funding Notes
   2nd Series 1999A
      01-19-00                                                  3.50       2,000,000          2,000,509
Mount Vernon Pollution Control & Solid Waste Disposal
 Refunding Revenue Bonds (General Electric) C.P.
      01-10-00                                                  3.70       5,000,000          5,000,000
State Education Facility (University of Notre Dame) V.R.
      03-01-25                                                  5.35       1,000,000(c)       1,000,000
Total                                                                                         8,000,509

Iowa (1.9%)
School Cash Anticipation Program
 Iowa School Corporation Warrant Certificate Series 1999A
      06-23-00                                                  3.99       2,000,000          2,007,084
School Cash Anticipation Program
Iowa School Corporation Warrant Certificate Series 1999B
      01-28-00                                                  3.50       2,000,000          2,000,760
Total                                                                                         4,007,844

Kentucky (2.1%)
Jefferson County Pollution Control Revenue Bonds
(Louisville Gas & Electric) C.P. V.R.D.N. Series 1993
      01-11-00                                                  3.75       3,000,000          3,000,000
      02-02-00                                                  3.75       1,300,000          1,300,000
Total                                                                                         4,300,000

Louisiana (0.2%)
Easton Baton Rouge Parish Pollution Control
 Revenue Bonds (Exxon) V.R.
      03-01-22                                                  4.80         500,000(c)         500,000

Maryland (1.0%)
Montgomery County C.P. B.A.N.
      02-01-00                                                  3.85       2,000,000          2,000,000

Massachusetts (2.4%)
State Variable Refunding Bonds
     V.R. Series 1998B
      09-01-16                                                  5.50       5,000,000(c)       5,000,000

Michigan (5.0%)
Detroit City District School Notes
 Series 1999
      06-01-00                                                  3.99       2,000,000          2,006,435
Regents of the University Hospital Refunding Revenue Bonds
 V.R. Series 1992A
      12-01-19                                                  4.80       1,400,000(c)       1,400,000
Regents of the University Hospital Revenue Bonds
V.R. Series 1992A
      12-01-19                                                  4.80         400,000(c)         400,000
Regents of the University Hospital Revenue Bonds
V.R. Series 1992B
      12-01-19                                                  4.80         800,000(c)         800,000
Regents of the University Hospital Revenue Bonds
 V.R. Series 1995A
      12-01-27                                                  4.80       4,300,000(c)       4,300,000
Regents of the University of Michigan
 C.P. Series 1999B
      01-25-00                                                  3.75       1,000,000          1,000,000
University Hospital Refunding Revenue Bonds
 V.R. Series 1992A
      12-01-19                                                  4.80         400,000(c)         400,000
Total                                                                                        10,306,435

Minnesota (7.4%)
Becker Pollution Control Revenue Bonds
(Northern States Power) C.P. Series 1999A
      01-10-00                                                   3.75      3,000,000          3,000,000
      01-18-00                                                   3.70      2,000,000          2,000,000
      02-01-00                                                   3.75      1,000,000          1,000,000
Cohasset Revenue Bonds (Minnesota Power & Light)
 V.R.D.N. Series 1997A
      06-01-20                                                   4.70      2,300,000(c)       2,300,000
Rochester Health Care Facility Revenue Bonds
 (Mayo Clinic) Series 1999A
      02-02-00                                                   3.60      1,000,000          1,000,000
Rochester Health Care Facility Revenue Bonds
(Mayo Clinic) Series 1999B
      02-23-00                                                   3.70      1,000,000          1,000,000
School District Tax & Aid Anticipation Borrowing Program
   Certificates
      02-03-00                                                   3.00      3,000,000          3,000,000
Southern Minnesota Municipal Power C.P. Series 1999B
      02-07-00                                                   3.75      2,000,000          2,000,000
Total                                                                                        15,300,000

Missouri (4.4%)
State Health & Educational Facilities Authority
 Revenue Bonds (St. Louis University) V.R.
      10-01-09                                                   4.75      1,000,000(c)       1,000,000
      10-01-24                                                   4.75      8,000,000(c)       8,000,000
Total                                                                                         9,000,000

Nevada (1.0%)
Las Vegas Valley Water District
 General Obligation Bonds (Lt Water) C.P. Series 1999A
      01-18-00                                                   3.80      2,000,000          2,000,000

New Mexico (1.7%)
Farmington Pollution Control Revenue Bonds
(Arizona Public Service) V.R. Series 1994B
      09-01-24                                                   4.70        500,000(c)         500,000
State T.R.A.N. Series 1999
      06-30-00                                                   3.99      3,000,000          3,011,053
Total                                                                                         3,511,053

New York (10.0%)
City of Buffalo R.A.N. Series 1999A
      07-25-00                                                   4.63      1,000,000          1,004,683
Long Island Power Authority Electric Revenue Bonds
Variable Sub Series 6
      05-01-33                                                   4.75        500,000(c)         500,000
Long Island Power Authority Electric Revenue Bonds
 Variable Sub Series 7-7B
      04-01-25                                                   5.50      3,000,000(c)       3,000,000
Metropolitan Transit Authority Special Obligation
 B.A.N. C.P. Series 1999B
      01-21-00                                                   3.75      2,000,000          2,000,000
Nassau County T.A.N. Series 1999A
      04-28-00                                                   4.84      2,000,000          2,006,048
New York City Municipal Water Finance Authority
V.R. Series 1994C
      06-15-23                                                   5.00      1,600,000(c)       1,600,000
New York City Municipal Water Finance Authority
 Water & Sewer System Revenue Bonds V.R.
      06-15-22                                                   5.00      2,200,000(c)       2,200,000
      06-15-23                                                   5.00      5,300,000(c)       5,300,000
New York City Transitional Finance Authority
 Future Secured Tax Revenue Bonds V.R. Series 1998A2
      11-15-22                                                   5.45      1,000,000(c)       1,000,000
Suffolk County T.A.N. Series 1999I
      08-10-00                                                   4.49      2,000,000          2,006,492
Total                                                                                        20,617,223

North Carolina (1.9%)
Medical Care Community Hospital Revenue Bonds
 (Duke University Hospital) V.R. Series 1985B
      06-01-15                                                   4.95      2,000,000(c)       2,000,000
Medical Care Community Hospital Revenue Bonds
(Duke University Hospital) V.R. Series 1985C
      06-01-15                                                   4.95      2,000,000(c)       2,000,000
Total                                                                                         4,000,000

Ohio (0.5%)
State Air Quality Development Revenue Bonds
(Cincinnati Gas & Electric) V.R. Series 1995A
      09-01-30                                                   4.75      1,100,000(c)       1,100,000

Pennsylvania (5.9%)
Allegheny County Higher Education Building Authority
 Revenue Bonds (Carnegie Mellon University) V.R.
      12-01-33                                                   4.80      6,800,000(c)       6,800,000
Commonwealth System of Higher Education
(University of Pittsburgh) Asset Notes
      06-30-00                                                   3.99      1,000,000          1,003,108
Delaware County Industrial Development Authority
 Airport Facility Revenue Bonds (UPS) V.R.
      12-01-15                                                   4.70        700,000(c)         700,000
Philadelphia School District T.R.A.N. Series 1999A
      06-30-00                                                   3.99      1,000,000          1,002,636
Philadelphia School District T.R.A.N. Series 1999B
      06-30-00                                                   3.99      1,000,000          1,002,636
State Higher Education Facilities Authority Refunding
 Revenue Bonds (Carnegie Mellon) V.R. Series 1995B
      11-01-27                                                   4.80        700,000(c)         700,000
State Higher Education Facilities Authority Revenue Bonds
 (Carnegie Mellon University) V.R. Series 1995A
      11-01-25                                                   4.80        200,000(c)         200,000
State Higher Education Facilities Authority Revenue Bonds
 (Carnegie Mellon University) V.R. Series 1995C
      11-01-29                                                   4.80        700,000(c)         700,000
Total                                                                                        12,108,380

Tennessee (1.2%)
Shelby County B.A.N. C.P. Series 1998A
      01-24-00                                                   3.85      2,500,000          2,500,000

Texas (6.3%)
City of San Antonio (Electric & Gas System) C.P. Series 1999A
      01-20-00                                                   3.70      3,500,000          3,500,000

Gulf Coast Waste Disposal Authority
 Pollution Control Refunding Revenue Bonds
 (Amoco) V.R.
      10-01-17                                                   4.75        800,000(c)         800,000
Houston T.R.A.N. Series 1999
      06-30-00                                                   4.23      1,000,000          1,004,552
Port Arthur Naval District of Jefferson
 Pollution Control Revenue Bonds (Texaco) V.R.
      10-01-24                                                   4.95      5,600,000(c)       5,600,000
State T.R.A.N. Series 1999A
      08-31-00                                                   4.48      2,000,000          2,010,133
Total                                                                                        12,914,685

Utah (1.9%)
Intermountain Power Agency
 (Power Supply Service) C.P. Series 1999F
(AMBAC Insured)
      01-19-00                                                   3.85      1,000,000(d)       1,000,000
State General Obligation Highway
  Series 1999C V.R.
      07-01-16                                                   5.35      3,000,000(c)       3,000,000
Total                                                                                         4,000,000

Virginia (3.3%)
Roanoke Hospital Revenue Bonds
 (Carilion Health System) V.R. Series 1997A
      07-01-27                                                   4.80      6,800,000(c)       6,800,000

Washington (6.6%)
Port of Seattle C.P. Series 1999A
      01-14-00                                                   3.65      1,000,000          1,000,000
State Adjustable V.R. Series 1996B
      06-15-20                                                   5.40      3,000,000(c)       3,000,000
State General Obligation Bonds V.R. Series 1996B
      06-15-20                                                   5.40      1,000,000(c)       1,000,000
State Public (Power Supply System) V.R.
      07-01-17                                                   5.50      6,900,000(c)       6,900,000
State Public (Power Supply System) V.R.
 Series 1993 1A-3
      07-01-17                                                   5.35      1,780,000(c)       1,780,000
Total                                                                                        13,680,000

Wyoming (5.2%)
Kemmerer Pollution Control Revenue Bonds
 (Exxon) V.R.
      11-01-14                                                   4.75      2,000,000(c)       2,000,000
Lincoln County Pollution Control Revenue Bonds
 (Exxon) V.R. Series 1984D
      11-01-14                                                   4.70        200,000(c)         200,000
State General Fund T.R.A.N.
      06-27-00                                                   3.99      3,000,000          3,009,175
Uinta County Pollution Control Revenue Bonds
(Amoco) V.R.
      07-01-26                                                   4.75      5,600,000(c)       5,600,000
Total                                                                                        10,809,175

Total investments in securities
(Cost: $205,627,368)(e)                                                                    $205,627,368
</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 the portfolio descriptions:

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

(c) The Fund 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.  However, for purposes of
Rule 2a-7,  maturity is the later of the next put or  interest  rate reset date.
Interest rate varies to reflect  current  market  conditions;  rate shown is the
effective rate on Dec. 31, 1999.

(d) The following abbreviation is used in portfolio descriptions to identify the
insurer of the issue:

AMBAC    --   American Municipal Bond Association Corporation
MBIA     --   Municipal Bond Investors Assurance

(e) Also  represents  the cost of securities  for federal income tax purposes at
Dec. 31, 1999.

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits.

(a)(1)    Articles  of   Incorporation   as  amended  October  17,  1988,  filed
          electronically  as  Exhibit 1 to  Post-Effective  Amendment  No. 14 to
          Registration Statement No. 2-66868, are incorporated by reference.

(a)(2)    Articles of  Amendment  dated June 16, 1999,  is filed  electronically
          herewith.

(b)       By-laws as amended January 12, 1989, filed electronically as Exhibit 2
          to  Post-Effective  Amendment  No. 16 to  Registration  Statement  No.
          2-66868, are incorporated by reference.

(c)       Stock  certificate,  filed as Exhibit 4 to  Registrant's  Registration
          Statement No. 2-66868, is incorporated by reference.

(d)       Investment   Management  Services  Agreement  between  Registrant  and
          American Express  Financial  Corporation  dated July 1, 1999, is filed
          electronically herewith.

(e)       Distribution   Agreement  between   Registrant  and  American  Express
          Financial  Advisors Inc.  dated July 8, 1999, is filed  electronically
          herewith.

(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)       Custodian  Agreement  between  Registrant  and First  National Bank of
          Minneapolis, dated November 1, 1988, filed electronically as Exhibit 8
          to Post-Effective Amendment No. 29, 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(d) to Post-Effective  Amendment No. 29, is
          incorporated by reference.

(h)(2)    License  Agreement,  dated January 25, 1988,  between the Registrant
          and IDS Financial Corporation, filed electronically as Exhibit 9(c) to
          Post-Effective Amendment No. 16 to Registration Statement No. 2-66868,
          is incorporated herein by reference.

(h)(3)    Plan  and  Agreement  of  Merger,   dated  April  10,  1986,  filed
          electronically as Exhibit 9(a) to  Post-Effective  Amendment No. 14 to
          Registration Statement No. 2-66868, is incorporated by reference.

(h)(4)    Transfer Agency  Agreement  between  Registrant and American Express
          Client Service Corporation dated Feb. 1, 1999, filed electronically as
          Exhibit  (h)(4) to  Post-Effective  Amendment  No. 33 to  Registration
          Statement No. 2-66868, is incorporated by reference.

(h)(5)    License  Agreement,  dated June 17, 1999,  between  American Express
          Funds and American Express Company,  filed  electronically on or about
          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.

(i)       Opinion  and consent of counsel as to the  legality of the  securities
          being registered is filed electronically herewith.

<PAGE>

(j)       Independent Auditors' Consent is filed electronically herewith.

(k)       Omitted Financial Statements:      None.

(l)       Initial Capital Agreements:        Not applicable.

(m)       Plan and Supplemental Agreement of Distribution between Registrant and
          IDS Financial  Corporation dated Jan. 1, 1987, filed electronically as
          Exhibit  15  to  Post-Effective   Amendment  No.  13  to  Registration
          Statement No. 2-66868, is incorporated by reference.

(n)       Financial Data Schedule. Not applicable.

(o)(1)    Directors' Power of Attorney to sign amendments to this Registration
          Statement dated Jan. 13, 2000, is filed electronically herewith.

(o)(2)    Officers' Power of Attorney to sign amendments to this  Registration
          Statement dated Jan. 13, 2000, is filed electronically herewith.

(o)(3)    Form of  Directors/Trustees  Power of Attorney to sign amendments to
          this Registration  Statement filed electronically as Exhibit (o)(3) to
          Registrant's  Post-Effective  Amendment  No.  33, is  incorporated  by
          reference.

(o)(4)    Form of  Officers  Power  of  Attorney  to sign  amendments  to this
          Registration  Statement  filed  electronically  as  Exhibit  (o)(4) to
          Registrant's  Post-Effective  Amendment  No.  33, 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.

<PAGE>

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.


<TABLE>
<CAPTION>

Item 26.          Business and Other Connections of Investment Adviser (American Express Financial Corporation)

Directors  and  officers  of  American  Express  Financial  Corporation  who are
directors and/or officers of one or more other companies:

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                            <C>                        <C>                         <C>
Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ronald G. Abrahamson,           American Express Client      IDS Tower 10                 Director and Vice President
Vice President                  Service Corporation          Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                Public Employee Payment                                   Director and Vice President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas A. Alger,               American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Peter J. Anderson,              Advisory Capital             IDS Tower 10                 Director
Director and Senior Vice        Strategies Group Inc.        Minneapolis, MN 55440
President

                                American Express Asset                                    Director and Chairman of
                                Management Group Inc.                                     the Board

                                American Express Asset                                    Director, Chairman of the
                                Management International,                                 Board and Executive Vice
                                Inc.                                                      President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Capital Holdings Inc.                                 Director and President

                                IDS Futures Corporation                                   Director

                                NCM Capital Management       2 Mutual Plaza               Director
                                Group, Inc.                  501 Willard Street
                                                             Durham, NC  27701
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ward D. Armstrong,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Service                                  Vice President
                                Corporation

                                American Express Trust                                    Director and Chairman of
                                Company                                                   the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John M. Baker,                  American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Trust                                    Senior Vice President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Joseph M. Barsky III,           American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Timothy V. Bechtold,            American Centurion Life      IDS Tower 10                 Director and President
Vice President                  Assurance Company            Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Executive Vice President

                                IDS Life Insurance Company   P.O. Box 5144                Director and President
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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                 Senior Vice President
Director, Corporate Senior      Advisors Inc.                Minneapolis, MN 55440
Vice President

                                American Express Financial                                Director
                                Advisors Japan Inc.

                                American Express Minnesota                                Director
                                Foundation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Cynthia M. Carlson,             American Enterprise          IDS Tower 10                 Director, President and
Vice President                  Investment Services Inc.     Minneapolis, MN 55440        Chief Executive Officer

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Service                                  Vice President
                                Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mark W. Carter,                 American Express Financial   IDS Tower 10                 Senior Vice President and
Director, Senior Vice           Advisors Inc.                Minneapolis, MN 55440        Chief Marketing Officer
President and Chief Marketing
Officer

                                IDS Life Insurance Company                                Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James E. Choat,                 American Centurion Life      IDS Tower 10                 Executive Vice President
Director and Senior Vice        Assurance Company            Minneapolis, MN 55440
President

                                American Enterprise Life                                  Director, President and
                                Insurance Company                                         Chief Executive Officer

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

                                IDS Life Insurance Company   P.O. Box 5144                Executive Vice President
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Kenneth J. Ciak,                AMEX Assurance Company       IDS Tower 10                 Director and President
Vice President and General                                   Minneapolis, MN 55440
Manager

                                American Express Financial                                Vice President and General
                                Advisors Inc.                                             Manager

                                IDS Property Casualty        1 WEG Blvd.                  Director and President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul A. Connolly,               American Express Financial   IDS Tower 10                 Vice President
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

Debra A. Hutchinson             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN  55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Jensen,                American Express Financial   IDS Tower 10                 Vice President
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

John M. Knight                  American Express Financial   IDS Tower 10                 Vice President
                                Advisors                     Minneapolis, MN  55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paul F. Kolkman,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

                                IDS Life Series Fund, Inc.                                Vice President and Chief
                                                                                          Actuary

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Claire Kolmodin,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Steve C. Kumagai,               American Express Financial   IDS Tower 10                 Director and Senior Vice
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        President
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

Timothy J. Masek                American Express Financial   IDS Tower 10                 Vice President and
Vice President and Director     Advisors Inc.                Minneapolis, MN 55440        Director of Global Research
of Global Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Sarah A. Mealey,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Paula R. Meyer,                 American Enterprise Life     IDS Tower 10                 Vice President
Vice President                  Insurance Company            Minneapolis, MN 55440

                                American Express                                          Director
                                Corporation

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and President
                                Insurance Company

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

                                Investors Syndicate                                       Director, Chairman of the
                                Development Corporation                                   Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

Shashank B. Modak               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Pamela J. Moret,                American Express Financial   IDS Tower 10                 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
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan B. Plimpton,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Ronald W. Powell,               American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                IDS Cable Corporation                                     Vice President and
                                                                                          Assistant Secretary

                                IDS Cable II Corporation                                  Vice President and
                                                                                          Assistant Secretary

                                IDS Management Corporation                                Vice President and
                                                                                          Assistant Secretary

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Assistant Secretary

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Assistant Secretary

                                IDS Realty Corporation                                    Vice President and
                                                                                          Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Punch,                 American Express Financial   IDS Tower 10                 Vice President 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
Director and Senior Vice        Management Group Inc.        Minneapolis, MN 55440        Senior Portfolio Manager
President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

Rollyn C. Renstrom,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

ReBecca K. Roloff,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stephen W. Roszell,             Advisory Capital             IDS Tower 10                 Director
Director and Senior Vice        Strategies Group Inc.        Minneapolis, MN 55440
President

                                American Express Asset                                    Director, President and
                                Management Group Inc.                                     Chief Executive Officer

                                American Express Asset                                    Director
                                Management International,
                                Inc.

                                American Express Asset                                    Director
                                Management Ltd.

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Trust                                    Director
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Erven A. Samsel,                American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Theresa M. Sapp                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stuart A. Sedlacek,             AMEX Assurance Company       IDS Tower 10                 Director
Director, Senior Vice                                        Minneapolis, MN 55440
President and Chief Financial
Officer

                                American Enterprise Life                                  Executive Vice President
                                Insurance Company

                                American Express Financial                                Senior Vice President and
                                Advisors Inc.                                             Chief Financial Officer

                                American Express Trust                                    Director
                                Company

                                American Partners Life                                    Director and Vice President
                                Insurance Agency

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Executive Vice President
                                                                                          and Controller

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Donald K. Shanks,               AMEX Assurance Company       IDS Tower 10                 Senior Vice President
Vice President                                               Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Senior Vice President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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
Vice President and General      Advisors Inc.                Minneapolis, MN 55440
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey J. Stremcha,            American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Barbara Stroup Stewart,         American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Keith N. Tufte                  American Express Financial   IDS Tower 10                 Vice President and
Vice President and Director     Advisors Inc.                Minneapolis, MN 55440        Director of Equity Research
of Equity Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Norman Weaver Jr.,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Arizona Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael L. Weiner,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Capital Holdings Inc.                                 Vice President

                                IDS Futures Brokerage Group                               Vice President

                                IDS Futures Corporation                                   Vice President, Treasurer
                                                                                          and Secretary

                                IDS Sales Support Inc.                                    Director, Vice President
                                                                                          and Assistant Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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>
<TABLE>
<CAPTION>
Item 27. Principal Underwriters.

(a) American Express  Financial  Advisors acts as principal  underwriter for the
following investment companies:

         AXP Bond Fund,  Inc.; AXP California  Tax-Exempt  Trust;  AXP Discovery
         Fund,  Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
         AXP Federal  Income Fund,  Inc.;  AXP Global  Series,  Inc.; AXP Growth
         Series,  Inc.; AXP High Yield Tax-Exempt Fund, Inc.; AXP  International
         Fund, Inc.; AXP Investment Series,  Inc.; AXP Managed Series, Inc.; AXP
         Market Advantage Series,  Inc.; AXP Money Market Series,  Inc.; AXP New
         Dimensions  Fund, Inc.; AXP Precious Metals Fund, Inc.; AXP Progressive
         Fund,  Inc.; AXP Selective Fund,  Inc.; AXP Special  Tax-Exempt  Series
         Trust; AXP Stock Fund, Inc.; AXP Strategy Series,  Inc.; AXP Tax-Exempt
         Series, Inc.; AXP Tax-Free Money Fund, Inc.; AXP Utilities Income Fund,
         Inc.,  Growth Trust;  Growth and Income Trust;  Income Trust;  Tax-Free
         Income Trust; World Trust; IDS Certificate  Company;  Strategist Income
         Fund, Inc.;  Strategist Growth Fund, Inc.; Strategist Growth and Income
         Fund, Inc.;  Strategist World Fund, Inc. and Strategist Tax-Free Income
         Fund, Inc.

(b) As to each director, officer or partner of the principal underwriter:

<S>                                  <C>                                <C>
Name and Principal Business Address    Position and Offices with           Offices with Registrant
                                       Underwriter
- -------------------------------------- ----------------------------------- -------------------------

Ronald G. Abrahamson                   Vice President-Service Quality      None
IDS Tower 10                           and Reengineering
Minneapolis, MN  55440

Douglas A. Alger                       Senior Vice President-Human         None
IDS Tower 10                           Resources
Minneapolis, MN  55440

Peter J. Anderson                      Senior Vice President-Investment    Vice President-Investments
IDS Tower 10                           Operations
Minneapolis, MN  55440

Ward D. Armstrong                      Vice President-American Express     None
IDS Tower 10                           Retirement Services
Minneapolis, MN  55440

John M. Baker                          Vice President-Plan Sponsor         None
IDS Tower 10                           Services
Minneapolis, MN  55440

Joseph M. Barsky III                   Vice President - Mutual Fund        None
IDS Tower 10                           Equities
Minneapolis, MN  55440

Timothy V. Bechtold                    Vice President-Risk Management      None
IDS Tower 10                           Products
Minneapolis, MN  55440

John D. Begley                         Group Vice President-Ohio/Indiana   None
Suite 100
7760 Olentangy River Rd.
Columbus, OH  43235

Brent L. Bisson                        Group Vice President-Los Angeles    None
Suite 900, E. Westside Twr             Metro
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder                         Vice President-Nonproprietary       None
IDS Tower 10                           Products
Minneapolis, MN  55440

Walter K. Booker                       Group Vice President-New Jersey     None
Suite 200, 3500 Market Street
Camp Hill, NJ  17011

Bruce J. Bordelon                      Group Vice President - San          None
1333 N. California Blvd., Suite 200    Francisco Area
Walnut Creek, CA  94596

Charles R. Branch                      Group Vice President-Northwest      None
Suite 200
West 111 North River Dr.
Spokane, WA  99201

Douglas W. Brewers                     Vice President-Sales Support        None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                         Corporate Senior Vice President     None
IDS Tower 10
Minneapolis, MN  55440

Cynthia M. Carlson                     Vice President-American Express     None
IDS Tower 10                           Securities Services
Minneapolis, MN  55440

Mark W. Carter                         Senior Vice President and Chief     None
IDS Tower 10                           Marketing Officer
Minneapolis, MN  55440

James E. Choat                         Senior Vice President - Third       None
IDS Tower 10                           Party Distribution
Minneapolis, MN  55440

Kenneth J. Ciak                        Vice President and General          None
IDS Property Casualty                  Manager-IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI  54304

Paul A. Connolly                       Vice President-Advisor Staffing,    None
IDS Tower 10                           Training and Support
Minneapolis, MN 55440

Henry J. Cormier                       Group Vice President-Connecticut    None
Commerce Center One
333 East River Drive
East Hartford, CT  06108

John M. Crawford                       Group Vice President-Arkansas/      None
Suite 200                              Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe                         Group Vice                          None
Suite 312                              President-Carolinas/Eastern
7300 Carmel Executive Pk               Georgia
Charlotte, NC  28226

Colleen Curran                         Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Luz Maria Davis                        Vice President-Communications       None
IDS Tower 10
Minneapolis, MN  55440

Arthur E. Delorenzo                    Group Vice President - Upstate      None
4 Atrium Drive, #100                   New York
Albany, NY  12205

Scott M. DiGiammarino                  Group Vice                          None
Suite 500, 8045 Leesburg Pike          President-Washington/Baltimore
Vienna, VA  22182

Bradford L. Drew                       Group Vice President-Eastern        None
Two Datran Center                      Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                     Vice President-Assured Assets       None
IDS Tower 10                           Product Development and Management
Minneapolis, MN  55440

James P. Egge                          Group Vice President-Western        None
4305 South Louise, Suite 202           Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

Gordon L. Eid                          Senior Vice President, General      None
IDS Tower 10                           Counsel and Chief Compliance
Minneapolis, MN  55440                 Officer

Robert M. Elconin                      Vice President-Government           None
IDS Tower 10                           Relations
Minneapolis, MN  55440

Phillip W. Evans                       Group Vice President-Rocky          None
Suite 600                              Mountain
6985 Union Park Center
Midvale, UT  84047-4177

Gordon M. Fines                        Vice President-Mutual Fund Equity   None
IDS Tower 10                           Investments
Minneapolis, MN  55440

Douglas L. Forsberg                    Vice President - International      None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey P. Fox                         Vice President and Corporate        None
IDS Tower 10                           Controller
Minneapolis, MN  55440

William P. Fritz                       Group Vice President-Gateway        None
Suite 160
12855 Flushing Meadows Dr
St. Louis, MO  63131

Carl W. Gans                           Group Vice President-Twin City      None
8500 Tower Suite 1770                  Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

Peter A. Gallus                        Vice President-Investment           None
IDS Tower 10                           Administration
Minneapolis, MN  55440

David A. Hammer                        Vice President and Marketing        None
IDS Tower 10                           Controller
Minneapolis, MN  55440

Teresa A. Hanratty                     Senior Vice President-Field         None
Suites 6&7                             Management
169 South River Road
Bedford, NH  03110

Robert L. Harden                       Group Vice President-Boston Metro   None
Two Constitution Plaza
Boston, MA  02129

Lorraine R. Hart                       Vice President-Insurance            None
IDS Tower 10                           Investments
Minneapolis, MN  55440

Scott A. Hawkinson                     Vice President and                  None
IDS Tower 10                           Controller-Private Client Group
Minneapolis, MN  55440

Brian M. Heath                         Senior Vice President and General   None
Suite 150                              Sales Manager
801 E. Campbell Road
Richardson, TX  75081

Janis K. Heaney                        Vice President-Incentive            None
IDS Tower 10                           Management
Minneapolis, MN  55440

Jon E. Hjelm                           Group Vice President-Rhode          None
319 Southbridge Street                 Island/Central-Western
Auburn, MA  01501                      Massachusetts

David J. Hockenberry                   Group Vice President-Tennessee      None
30 Burton Hills Blvd.                  Valley
Suite 175
Nashville, TN  37215

Jeffrey S. Horton                      Vice President and Treasurer        None
IDS Tower 10
Minneapolis, MN  55440

David R. Hubers                        Chairman, President and Chief       Board member
IDS Tower 10                           Executive Officer
Minneapolis, MN  55440

Debra A. Hutchinson                    Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

James M. Jensen                        Vice President and                  None
IDS Tower 10                           Controller-Advice and Retail
Minneapolis, MN  55440                 Distribution Group

Marietta L. Johns                      Senior Vice President-Field         None
IDS Tower 10                           Management
Minneapolis, MN  55440

Nancy E. Jones                         Vice President-Business             None
IDS Tower 10                           Development
Minneapolis, MN  55440

Ora J. Kaine                           Vice President-Financial Advisory   None
IDS Tower 10                           Services
Minneapolis, MN  55440

Linda B. Keene                         Vice President-Market Development   None
IDS Tower 10
Minneapolis, MN  55440

G. Michael Kennedy                     Vice President - Senior Portfolio   None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Richard W. Kling                       Senior Vice President-Products      None
IDS Tower 10
Minneapolis, MN  55440

John M. Knight                         Vice President-Investment           Treasurer
IDS Tower 10                           Accounting
Minneapolis, MN  55440

Paul F. Kolkman                        Vice President-Actuarial Finance    None
IDS Tower 10
Minneapolis, MN  55440

Claire Kolmodin                        Vice President-Service Quality      None
IDS Tower 10
Minneapolis, MN  55440

David S. Kreager                       Group Vice President-Greater        None
Suite 108                              Michigan
Trestle Bridge V
5136 Lovers Lane
Kalamazoo, MI  49002

Steven C. Kumagai                      Director and Senior Vice            None
IDS Tower 10                           President-Direct and Interactive
Minneapolis, MN  55440                 Group

Mitre Kutanovski                       Group Vice President-Chicago Metro  None
Suite 680
8585 Broadway
Merrillville, IN  48410

Kurt A. Larson                         Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Lori J. Larson                         Vice President-Brokerage and        None
IDS Tower 10                           Direct Services
Minneapolis, MN  55440

Daniel E. Laufenberg                   Vice President and Chief U.S.       None
IDS Tower 10                           Economist
Minneapolis, MN  55440

Peter A. Lefferts                      Senior Vice President-Corporate     None
IDS Tower 10                           Strategy and Development
Minneapolis, MN  55440

Douglas A. Lennick                     Director and Executive Vice         None
IDS Tower 10                           President-Private Client Group
Minneapolis, MN  55440

Mary J. Malevich                       Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440



<PAGE>



Fred A. Mandell                        Vice President-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

Timothy J. Masek                       Vice President and Director of      None
IDS Tower 10                           Global Research
Minnapolis, MN  55440

Sarah A. Mealey                        Vice President-Mutual Funds         None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                         Vice President-Assured Assets       None
IDS Tower 10
Minneapolis, MN  55440

William P. Miller                      Vice President and Senior           None
IDS Tower 10                           Portfolio Manager
Minneapolis, MN  55440

Shashank B. Modak                      Vice President - Technology Leader  None
IDS Tower 10
Minneapolis, MN  55440

Pamela J. Moret                        Vice President-Variable Assets      None
IDS Tower 10
Minneapolis, MN  55440

Barry J. Murphy                        Senior Vice President-Client        None
IDS Tower 10                           Service
Minneapolis, MN  55440

Mary Owens Neal                        Vice President-Consumer Marketing   None
IDS Tower 10
Minneapolis, MN  55440

Thomas V. Nicolosi                     Group Vice President-New York       None
Suite 220                              Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528

Michael J. O'Keefe                     Vice President-Advisory Business    None
IDS Tower 10                           Systems
Minneapolis, MN 55440

James R. Palmer                        Vice President-Taxes                None
IDS Tower 10
Minneapolis, MN  55440

Marc A. Parker                         Group Vice                          None
10200 SW Greenburg Road                President-Portland/Eugene
Suite 110
Portland, OR 97223

Carla P. Pavone                        Vice President-Compensation         None
IDS Tower 10                           Services and ARD Product
Minneapolis, MN  55440                 Distribution

Thomas P. Perrine                      Senior Vice President-Group         None
IDS Tower 10                           Relationship Leader/American
Minneapolis, MN  55440                 Express Technologies Financial
                                       Services

Susan B. Plimpton                      Vice President-Marketing Services   None
IDS Tower 10
Minneapolis, MN  55440

Larry M. Post                          Group Vice President-Philadelphia   None
One Tower Bridge                       Metro
100 Front Street 8th Fl
West Conshohocken, PA  19428

Ronald W. Powell                       Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Diana R. Prost                         Group Vice                          None
3030 N.W. Expressway                   President-Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                         Vice President and Project          None
IDS Tower 10                           Manager-Platform I Value Enhanced
Minneapolis, MN  55440

Frederick C. Quirsfeld                 Senior Vice President-Fixed Income  Vice President - Fixed Income
IDS Tower 10                                                               Investments
Minneapolis, MN  55440

Rollyn C. Renstrom                     Vice President-Corporate Planning   None
IDS Tower 10                           and Analysis
Minneapolis, MN  55440

R. Daniel Richardson III               Group Vice President-Southern       None
Suite 800                              Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX  78759

ReBecca K. Roloff                      Senior Vice President-Field         None
IDS Tower 10                           Management and Financial Advisory
Minneapolis, MN  55440                 Service

Stephen W. Roszell                     Senior Vice                         None
IDS Tower 10                           President-Institutional
Minneapolis, MN  55440

Max G. Roth                            Group Vice                          None
Suite 201 S IDS Ctr                    President-Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI  54304

Erven A. Samsel                        Senior Vice President-Field         None
45 Braintree Hill Park                 Management
Suite 402
Braintree, MA  02184

Theresa M. Sapp                        Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

Russell L. Scalfano                    Group Vice                          None
Suite 201                              President-Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz                      Group Vice President-Arizona/Las    None
Suite 205                              Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                     Senior Vice President and Chief     None
IDS Tower 10                           Financial Officer
Minneapolis, MN  55440

Donald K. Shanks                       Vice President-Property Casualty    None
IDS Tower 10
Minneapolis, MN  55440

F. Dale Simmons                        Vice President-Senior Portfolio     None
IDS Tower 10                           Manager, Insurance Investments
Minneapolis, MN  55440

Judy P. Skoglund                       Vice President-Quality and          None
IDS Tower 10                           Service Support
Minneapolis, MN  55440

James B. Solberg                       Group Vice President-Eastern Iowa   None
466 Westdale Mall                      Area
Cedar RapIDS, IA  52404

Bridget Sperl                          Vice President-Geographic Service   None
IDS Tower 10                           Teams
Minneapolis, MN  55440

Paul J. Stanislaw                      Group Vice President-Southern       None
Suite 1100                             California
Two Park Plaza
Irvine, CA  92714

Lisa A. Steffes                        Vice President - Marketing Offer    None
IDS Tower 10                           Development
Minneapolis, MN  55440

Lois A. Stilwell                       Group Vice President-Outstate       None
Suite 433                              Minnesota Area/ North
9900 East Bren Road                    Dakota/Western Wisconsin
Minnetonka, MN  55343

William A. Stoltzmann                  Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

James J. Strauss                       Vice President and General Auditor  None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey J. Stremcha                    Vice President-Information          None
IDS Tower 10                           Resource Management/ISD
Minneapolis, MN  55440

Barbara Stroup Stewart                 Vice President-Channel Development  None
IDS Tower 10
Minneapolis, MN  55440

Craig P. Taucher                       Group Vice                          None
Suite 150                              President-Orlando/Jacksonville
4190 Belfort Road
Jacksonville,  FL  32216

Neil G. Taylor                         Group Vice                          None
Suite 425                              President-Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas                         Senior Vice President               Board Member
IDS Tower 10
Minneapolis, MN  55440

Keith N. Tufte                         Vice President and Director of      None
IDS Tower 10                           Equity Research
Minneapolis, MN  55440

Peter S. Velardi                       Group Vice                          None
Suite 180                              President-Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer                Group Vice President-Detroit Metro  None
8115 East Jefferson Avenue
Detroit, MI  48214

Donald F. Weaver                       Group Vice President-Greater        None
3500 Market Street, Suite 200          Pennsylvania
Camp Hill, PA  17011

Norman Weaver Jr.                      Senior Vice President - Alliance    None
1010 Main St. Suite 2B                 Group
Huntington Beach, CA  92648

Michael L. Weiner                      Vice President-Tax Research and     None
IDS Tower 10                           Audit
Minneapolis, MN  55440

Jeffry M. Welter                       Vice President-Equity and Fixed     None
IDS Tower 10                           Income Trading
Minneapolis, MN  55440

Thomas L. White                        Group Vice President-Cleveland      None
Suite 200                              Metro
28601 Chagrin Blvd.
Woodmere, OH  44122

Eric S. Williams                       Group Vice President-Virginia       None
Suite 250
3951 Westerre Parkway
Richmond, VA  23233

William J. Williams                    Group Vice President-Western        None
Two North Tamiami Trail                Florida
Suite 702
Sarasota, FL  34236

Edwin M. Wistrand                      Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Michael D. Wolf                        Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Michael R. Woodward                    Senior Vice President-Field         None
32 Ellicott St                         Management
Suite 100
Batavia, NY  14020

Rande L. Zellers                       Group Vice President-Gulf States    None
1 Galleria Blvd., Suite 1900
Metairie, LA  70001

</TABLE>

Item 27 (c).        Not Applicable

Item 28.            Location of Accounts and Records

                    American Express Financial Corporation
                    IDS Tower 10
                    Minneapolis, MN  55440

Item 29.            Management Services

                    Not Applicable.

Item 30.            Undertakings

                    Not Applicable.



<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the  Registrant,  AXP Tax-Free Money Fund,  Inc.  certifies
that it meets all of the requirements for effectiveness  under Rule 485(b) under
the  Securities  Act and has duly  caused  this  Amendment  to its  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Minneapolis  and State of Minnesota on the 24th day
of February, 2000.

AXP TAX-FREE MONEY FUND, INC.

By /s/   Arne H. Carlson**
         Arne H. Carlson,
         Chief executive officer


By /s/   John M. Knight
         John M. Knight
         Treasurer

Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
its Registration Statement has been signed below by the following persons in the
capacities indicated on the 24th day of February, 2000

Signatures                                           Capacity

/s/  Arne H. Carlson*                                Chairman of the Board
     Arne H. Carlson

/s/  H. Brewster Atwater, Jr.*                       Director
     H. Brewster Atwater, Jr.

/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

<PAGE>

Signatures                                           Capacity

/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 herewith as Exhibit (o)(1), by:



/s/Leslie L. Ogg
Leslie L. Ogg

** Signed pursuant to Officers' Power of Attorney, dated January 13, 2000, filed
electronically herewith as Exhibit (o)(2), by:



/s/Leslie L. Ogg
Leslie L. Ogg

<PAGE>

CONTENTS OF THIS POST-EFFECTIVE  AMENDMENT NO. 34 TO REGISTRATION  STATEMENT NO.
2-66868

This post-effective amendment comprises the following papers and documents:

The facing sheet.

Part A.

         The prospectus.

Part B.

         Statement of Additional Information.
         Financial Statements

Part C.

         Other Information.

         The signatures.

         Exhibits.



                    Exhibit Index

Exhibit (a)(2)      Articles of Amendment
Exhibit (d)         Investment Management Services Agreement
Exhibit (e)         Distribution Agreement
Exhibit (i)         Opinion and Consent of Counsel
Exhibit (j)         Independent Auditors' Consent
Exhibit (o)(1)      Directors' Power of Attorney
Exhibit (o)(2)      Officers' Power of Attorney



                              ARTICLES OF AMENDMENT

                                       OF

                          IDS Tax-Free Money Fund, Inc

         Pursuant to Section 302A.135 of the Minnesota Business Corporation Act,
IDS  Tax-Free  Money  Fund,  Inc.,  incorporated  under the laws of the State of
Minnesota April 8, 1986, amends its Articles of Incorporation to change the name
of the corporation to AXP Tax-Free Money Fund, Inc. The new Article I shall be:

                                ARTICLE I - NAME

        The name of this corporation (hereinafter called the "Fund") is:

                         AXP Tax-Free Money Fund, Inc.

         The resolution to amend the Articles of  Incorporation  was approved by
the affirmative vote of a majority of the shares present and entitled to vote at
a regular  meeting of  shareholders on June 16, 1999, held pursuant to a written
notice given to each shareholder in the manner provided in Section 302A.435.


Dated this 16th day of June, 1999.



                                         AXP Tax-Free Money Fund, Inc.



                                         By /s/ Leslie L. Ogg
                                                Leslie L. Ogg
                                           Vice President and Secretary


STATE OF MINNESOTA)
                  )SS.
COUNTY OF DAKOTA  )

 The foregoing instrument was acknowledge before me this 16th day of June, 1999.


                                         By /s/ Diane R. Kepp
                                                Notary Public



                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         AGREEMENT  made the 1st day of July,  1999, by and between AXP Tax-Free
Money Fund, Inc. (the "Fund"),  a Minnesota  corporation,  and American  Express
Financial Corporation, a Delaware corporation.

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

     (1)  The Fund hereby retains American Express  Financial  Corporation,  and
          American Express Financial  Corporation  hereby agrees, for the period
          of this Agreement and under the terms and conditions  hereinafter  set
          forth,  to furnish the Fund  continuously  with  suggested  investment
          planning;   to  determine,   consistent  with  the  Fund's  investment
          objectives  and  policies,   which   securities  in  American  Express
          Financial  Corporation's  discretion shall be purchased,  held or sold
          and to execute or cause the  execution of purchase or sell orders;  to
          prepare and make  available  to the Fund all  necessary  research  and
          statistical  data in  connection  therewith;  to furnish  services  of
          whatever nature required in connection with the management of the Fund
          as provided under this  Agreement;  and to pay such expenses as may be
          provided  for in Part  Three;  subject  always  to the  direction  and
          control  of the  Board  of  Directors  (the  "Board"),  the  Executive
          Committee and the authorized  officers of the Fund.  American  Express
          Financial  Corporation agrees to maintain an adequate  organization of
          competent persons to provide the services and to perform the functions
          herein  mentioned.  American Express Financial  Corporation  agrees to
          meet with any persons at such times as the Board deems appropriate for
          the purpose of  reviewing  American  Express  Financial  Corporation's
          performance under this Agreement.

     (2)  American  Express  Financial  Corporation  agrees that the  investment
          planning and investment  decisions will be in accordance  with general
          investment  policies  of the Fund as  disclosed  to  American  Express
          Financial  Corporation  from time to time by the Fund and as set forth
          in its prospectuses and registration  statements filed with the United
          States Securities and Exchange Commission (the "SEC").

     (3)  American Express  Financial  Corporation  agrees that it will maintain
          all  required  records,  memoranda,   instructions  or  authorizations
          relating to the acquisition or disposition of securities for the Fund.

     (4)  The Fund agrees that it will  furnish to  American  Express  Financial
          Corporation  any  information  that the latter may reasonably  request
          with respect to the services  performed or to be performed by American
          Express Financial Corporation under this Agreement.

     (5)  American  Express  Financial  Corporation  is authorized to select the
          brokers  or  dealers  that will  execute  the  purchases  and sales of
          portfolio  securities  for the  Fund and is  directed  to use its best
          efforts  to  obtain  the  best  available  price  and  most  favorable
          execution, except as prescribed herein. Subject to prior authorization
          by the  Fund's  Board of  appropriate  policies  and  procedures,  and
          subject  to  termination  at any time by the Board,  American  Express
          Financial  Corporation  may also be  authorized  to effect  individual
          securities  transactions at commission  rates in excess of the minimum
          commission  rates  available,  to the  extent  authorized  by law,  if
          American Express Financial  Corporation  determines in good faith that
          such amount of commission  was  reasonable in relation to the value of
          the brokerage and research services provided by such broker or dealer,
          viewed in terms of either  that  particular  transaction  or  American
          Express Financial Corporation's overall  responsibilities with respect
          to the Fund and other funds for which it acts as investment adviser.

<PAGE>

     (6)  It is  understood  and  agreed  that in  furnishing  the Fund with the
          services  as  herein  provided,  neither  American  Express  Financial
          Corporation,  nor any officer, director or agent thereof shall be held
          liable to the Fund or its  creditors  or  shareholders  for  errors of
          judgment or for anything  except willful  misfeasance,  bad faith,  or
          gross  negligence  in the  performance  of  its  duties,  or  reckless
          disregard  of its  obligations  and  duties  under  the  terms of this
          Agreement.  It is further  understood and agreed that American Express
          Financial  Corporation  may  rely  upon  information  furnished  to it
          reasonably believed to be accurate and reliable.

Part Two: COMPENSATION TO INVESTMENT MANAGER

     (1)  The Fund agrees to pay to American Express Financial Corporation,  and
          American Express Financial  Corporation covenants and agrees to accept
          from the Fund in full  payment for the services  furnished,  a fee for
          each calendar day of each year equal to the total of 1/365th  (1/366th
          in each leap  year) of each of the  respective  percentages  set forth
          below of the net assets of the Fund;  to be  computed  for each day on
          the  basis  of net  assets  as of the  close of  business  of the full
          business  day two (2)  business  days  prior to the day for  which the
          computation  is  being  made.  In the  case of the  suspension  of the
          computation  of net asset value,  the asset charge for each day during
          such  suspension  shall be computed as of the close of business on the
          last full  business  day on which the net assets  were  computed.  Net
          assets  as of the  close of a full  business  day  shall  include  all
          transactions  in shares of the Fund  recorded on the books of the Fund
          for that day.

                       Assets               Annual Rate at
                     (Billions)            Each Asset Leve
                     First $1.0                0.360%
                     Next   0.5                0.343
                     Next   0.5                0.325
                     Next   0.5                0.308
                     Next   1.0                0.290
                     Next   3.0                0.270
                     Over   6.5                0.250

     (2)  The fee  shall be paid on a  monthly  basis  and,  in the event of the
          termination  of this  Agreement,  the fee accrued shall be prorated on
          the  basis of the  number of days  that  this  Agreement  is in effect
          during the month with respect to which such payment is made.

     (3)  The fee  provided for  hereunder  shall be paid in cash by the Fund to
          American Express Financial Corporation within five business days after
          the last day of each month.

Part Three: ALLOCATION OF EXPENSES

        (1)       The Fund agrees to pay:

               (a)  Fees payable to American Express  Financial  Corporation for
                    its services under the terms of this Agreement.

               (b)  Taxes.

               (c)  Brokerage  commissions  and charges in  connection  with the
                    purchase and sale of assets.

               (d)  Custodian fees and charges.

<PAGE>

               (e)  Fees  and  charges  of  its  independent   certified  public
                    accountants for services the Fund requests.

               (f)  Premium  on the  bond  required  by  Rule  17g-1  under  the
                    Investment Company Act of 1940.

               (g)  Fees and expenses of attorneys (i) it employs in matters not
                    involving  the assertion of a claim by a third party against
                    the Fund,  its directors  and  officers,  (ii) it employs in
                    conjunction  with a  claim  asserted  by the  Board  against
                    American Express Financial Corporation, except that American
                    Express  Financial  Corporation shall reimburse the Fund for
                    such fees and expenses if it is  ultimately  determined by a
                    court  of  competent   jurisdiction,   or  American  Express
                    Financial  Corporation agrees, that it is liable in whole or
                    in part to the Fund,  and (iii) it employs to assert a claim
                    against a third party.

               (h)  Fees paid for the  qualification and registration for public
                    sale of the  securities  of the Fund  under  the laws of the
                    United  States  and of the  several  states  in  which  such
                    securities shall be offered for sale.

               (i)  Fees of consultants employed by the Fund.

               (j)  Directors,  officers  and  employees  expenses  which  shall
                    include fees, salaries, memberships, dues, travel, seminars,
                    pension,  profit sharing,  and all other benefits paid to or
                    provided for directors,  officers and  employees,  directors
                    and  officers  liability  insurance,  errors  and  omissions
                    liability  insurance,  worker's  compensation  insurance and
                    other  expenses  applicable to the  directors,  officers and
                    employees, except the Fund will not pay any fees or expenses
                    of any  person who is an officer  or  employee  of  American
                    Express Financial Corporation or its affiliates.

               (k)  Filing fees and charges  incurred by the Fund in  connection
                    with filing any amendment to its articles of  incorporation,
                    or incurred in filing any other  document  with the State of
                    Minnesota or its political subdivisions.

               (l)  Organizational expenses of the Fund.

               (m)  Expenses  incurred  in  connection  with  lending  portfolio
                    securities of the Fund.

               (n)  Expenses  properly  payable  by the  Fund,  approved  by the
                    Board.

     (2)  American  Express  Financial  Corporation  agrees to pay all  expenses
          associated  with the  services  it  provides  under  the terms of this
          Agreement. Further, American Express Financial Corporation agrees that
          if, at the end of any  month,  the  expenses  of the Fund  under  this
          Agreement  and any  other  agreement  between  the Fund  and  American
          Express Financial Corporation,  but excluding those expenses set forth
          in (1)(b) and (1)(c) of this Part Three,  exceed the most  restrictive
          applicable  state  expenses  limitation,  the Fund shall not pay those
          expenses set forth in (1)(a) and (d) through (n) of this Part Three to
          the extent  necessary to keep the Fund's  expenses from  exceeding the
          limitation,  it  being  understood  that  American  Express  Financial
          Corporation will assume all unpaid expenses and bill the Fund for them
          in subsequent  months but in no event can the  accumulation  of unpaid
          expenses or billing be carried past the end of the Fund's fiscal year.

<PAGE>

Part Four: MISCELLANEOUS

     (1)  American  Express  Financial  Corporation  shall  be  deemed  to be an
          independent contractor and, except as expressly provided or authorized
          in this Agreement, shall have no authority to act for or represent the
          Fund.

     (2)  A "full business day" shall be as defined in the By-laws.

     (3)  The Fund recognizes that American  Express  Financial  Corporation now
          renders  and may  continue  to  render  investment  advice  and  other
          services to other  investment  companies  and persons which may or may
          not have investment  policies and investments  similar to those of the
          Fund and that American Express Financial  Corporation  manages its own
          investments  and/or  those  of  its  subsidiaries.   American  Express
          Financial  Corporation  shall be free to render such investment advice
          and other services and the Fund hereby consents thereto.

     (4)  Neither this Agreement nor any  transaction  had pursuant hereto shall
          be  invalidated  or in any way  affected  by the fact that  directors,
          officers,  agents  and/or  shareholders  of  the  Fund  are  or may be
          interested in American Express Financial  Corporation or any successor
          or  assignee  thereof,   as  directors,   officers,   stockholders  or
          otherwise;  that  directors,  officers,   stockholders  or  agents  of
          American Express Financial Corporation are or may be interested in the
          Fund as  directors,  officers,  shareholders,  or  otherwise;  or that
          American Express  Financial  Corporation or any successor or assignee,
          is or may be  interested  in the  Fund as  shareholder  or  otherwise,
          provided,   however,   that   neither   American   Express   Financial
          Corporation,  nor any officer,  director or employee thereof or of the
          Fund,  shall  sell to or buy from the Fund any  property  or  security
          other  than  shares  issued by the Fund,  except  in  accordance  with
          applicable regulations or orders of the SEC.

     (5)  Any notice under this Agreement shall be given in writing,  addressed,
          and  delivered,  or mailed  postpaid,  to the party to this  Agreement
          entitled to receive such, at such party's  principal place of business
          in  Minneapolis,  Minnesota,  or to such other address as either party
          may designate in writing mailed to the other.

     (6)  American  Express  Financial   Corporation  agrees  that  no  officer,
          director or employee of American  Express  Financial  Corporation will
          deal for or on behalf of the Fund with  himself as principal or agent,
          or  with  any  corporation  or  partnership  in  which  he may  have a
          financial interest, except that this shall not prohibit:

               (a)  Officers,   directors  or  employees  of  American   Express
                    Financial  Corporation  from having a financial  interest in
                    the Fund or in American Express Financial Corporation.

               (b)  The  purchase  of  securities  for the Fund,  or the sale of
                    securities  owned by the Fund,  through a security broker or
                    dealer, one or more of whose partners,  officers,  directors
                    or employees is an officer, director or employee of American
                    Express  Financial  Corporation,  provided such transactions
                    are  handled in the  capacity  of broker  only and  provided
                    commissions   charged  do  not  exceed  customary  brokerage
                    charges for such services.

               (c)  Transactions  with the Fund by a broker-dealer  affiliate of
                    American Express Financial  Corporation as may be allowed by
                    rule or order of the SEC, and if made pursuant to procedures
                    adopted by the Fund's Board.

<PAGE>

     (7)  American Express Financial  Corporation  agrees that, except as herein
          otherwise  expressly  provided or as may be permitted  consistent with
          the use of a  broker-dealer  affiliate of American  Express  Financial
          Corporation  under  applicable  provisions  of the federal  securities
          laws, neither it nor any of its officers, directors or employees shall
          at any time  during  the  period of this  Agreement,  make,  accept or
          receive,  directly or indirectly,  any fees,  profits or emoluments of
          any  character in  connection  with the purchase or sale of securities
          (except shares issued by the Fund) or other assets by or for the Fund.

Part Five: RENEWAL AND TERMINATION

     (1)  This Agreement  shall continue in effect until June 30, 2001, or until
          a new  agreement  is  approved  by a  vote  of  the  majority  of  the
          outstanding  shares  of the  Fund  and by  vote of the  Fund's  Board,
          including  the vote required by (b) of this  paragraph,  and if no new
          agreement is so approved,  this Agreement  shall continue from year to
          year  thereafter  unless  and  until  terminated  by  either  party as
          hereinafter   provided,   except  that  such   continuance   shall  be
          specifically  approved at least  annually (a) by the Board of the Fund
          or by a vote of the majority of the outstanding shares of the Fund and
          (b) by the vote of a majority of the  directors who are not parties to
          this Agreement or interested persons of any such party, cast in person
          at a meeting  called for the  purpose of voting on such  approval.  As
          used in this paragraph,  the term  "interested  person" shall have the
          same meaning as set forth in the  Investment  Company Act of 1940,  as
          amended (the "1940 Act").

     (2)  This  Agreement  may be  terminated  by  either  the Fund or  American
          Express Financial Corporation at any time by giving the other party 60
          days' written notice of such intention to terminate, provided that any
          termination  shall be made  without  the payment of any  penalty,  and
          provided  further that termination may be effected either by the Board
          of the Fund or by a vote of the  majority  of the  outstanding  voting
          shares of the Fund. The vote of the majority of the outstanding voting
          shares of the Fund for the purpose of this Part Five shall be the vote
          at a shareholders'  regular meeting,  or a special meeting duly called
          for the purpose,  of 67% or more of the Fund's shares  present at such
          meeting  if the  holders  of more than 50% of the  outstanding  voting
          shares are present or  represented  by proxy,  or more than 50% of the
          outstanding voting shares of the Fund, whichever is less.

     (3)  This Agreement  shall  terminate in the event of its  assignment,  the
          term  "assignment"  for this  purpose  having the same  meaning as set
          forth in the 1940 Act.

IN WITNESS THEREOF,  the parties hereto have executed the foregoing Agreement as
of the day and year first above written.


AXP TAX-FREE MONEY FUND, INC.


By /s/ Leslie L. Ogg
       Leslie L. Ogg
       Vice President



AMERICAN EXPRESS FINANCIAL CORPORATION


By /s/ Pamela J. Moret
       Pamela J. Moret
       Vice President



                             DISTRIBUTION AGREEMENT

Agreement  made as of the 8th day of July,  1999,  by and between  AXP  Tax-Free
Money Fund, Inc. (the "Fund"),  a Minnesota  corporation,  and American  Express
Financial Advisors Inc. ("AEFA"), a Delaware corporation.

Part One:         DISTRIBUTION OF SECURITIES

(1)  The Fund  covenants and agrees that,  during the term of this agreement and
     any renewal or  extension,  AEFA shall have the  exclusive  right to act as
     principal  underwriter for the Fund and to offer for sale and to distribute
     any and all shares issued or to be issued by the Fund.

     The  exclusive  right to act as  principal  underwriter  will not  apply to
     transactions  by the Fund at net asset value as permitted by the  currently
     effective   prospectus  and  statement  of  additional   information   (the
     "prospectus")  or to  transactions by the Fund that do not involve sales to
     the  general  public,  including  transactions  between  the  Fund  and its
     shareholders  only,  transactions  involving the reorganization of the Fund
     and  transactions  involving the merger,  consolidation  or  acquisition of
     assets with another corporation or trust.

(2)  AEFA hereby  covenants  and agrees to act as the principal  underwriter  of
     shares  issued  and to be  issued  by the Fund  during  the  period of this
     agreement  and agrees to offer for sale such  shares as long as such shares
     remain available for sale,  unless AEFA is unable or unwilling to make such
     offer for sale or sales or  solicitations  therefor  legally because of any
     federal,  state,  provincial or governmental law, rule or agency or for any
     financial  reason.  AEFA  agrees to develop  reasonable  time and effort to
     effect  sales  of  shares  of the  Fund  but is not  obligated  to sell any
     specific number of shares.

(3)  With  respect to the  offering  for sale and sale of shares to be issued by
     the Fund, it is mutually  understood  and agreed that such shares are to be
     sold on the following terms:

          (a)  AEFA has the right, as principal, to buy from the Fund the shares
               needed to fill unconditional orders placed with AEFA by investors
               or selling dealers (as defined below). The price AEFA will pay to
               the Fund is the net asset value,  determined  as set forth in the
               currently effective prospectus.

          (b)  The  shares  will be resold by AEFA to  investors  at the  public
               offering  price,   determined  as  set  forth  in  the  currently
               effective  prospectus,  or to selling  dealers having  agreements
               with  AEFA upon the terms  and  conditions  set forth in  section
               3(f).  Shares  may  be  sold  to  certain  groups  or in  certain
               transactions without a sales charge or at a reduced sales charge,
               as described in the currently effective prospectus.

          (c)  AEFA also has the right, as agent for the Fund, to sell shares at
               the  public  offering  price or at net  asset  value  to  certain
               persons and upon certain  conditions as the Fund may from time to
               time determine.

          (d)  The Fund or its transfer  agent shall be promptly  advised of all
               orders received.

          (e)  The net asset value of the shares will be  determined by the Fund
               or any agent of the Fund in accordance  with the method set forth
               in the currently effective  prospectus.  In the event of a period
               of  emergency,  the  computation  of the net asset  value for the
               purpose of determining the number of shares or fractional  shares
               to be acquired may be deferred until the close of business on the
               first full business day following the  termination  of the period
               of  emergency.  A period of emergency  shall have the  definition
               given thereto in the Investment Company Act of 1940.

<PAGE>

          (f)  AEFA is authorized to enter into agreements  with  broker-dealers
               that are lawfully registered under federal law and any applicable
               state law or with other institutions  lawfully able to distribute
               securities (selling dealers) providing for the selling dealers to
               obtain  unconditional  orders for  purchases of the Fund's shares
               from investors, provided however, that AEFA may in its discretion
               refuse to accept orders for shares from any particular  applicant
               and may provide similar discretion to selling dealers.  AEFA will
               determine  the portion of the sales  charge that may be allocated
               to the selling  dealers.  Shares sold to selling  dealers are for
               resale only at the public offering price  determined as set forth
               in the currently effective prospectus.

(4)  The Fund  agrees to make  prompt  and  reasonable  effort to do any and all
     things  necessary,  in the  opinion  of AEFA to have and to keep the Fund's
     shares properly  registered or qualified in all  appropriate  jurisdictions
     and, as to shares,  in such amounts as AEFA may from time to time designate
     in  order  that  the  Fund's   shares  may  be  offered  or  sold  in  such
     jurisdictions.

(5)  The Fund agrees that it will furnish AEFA with  information with respect to
     the  affairs and  accounts  of the Fund,  and in such form as AEFA may from
     time to time  reasonably  require  and  further  agrees  that AEFA,  at all
     reasonable  times,  shall be  permitted to inspect the books and records of
     the Fund.

(6)  AEFA agrees to indemnify and hold harmless the Fund and each person who has
     been,  is, or may  hereafter  be a director  of the Fund  against  expenses
     reasonably  incurred  by any of them in  connection  with  any  claim or in
     connection with any action,  suit or proceeding to which any of them may be
     a  party,  which  arises  out  of  or  is  alleged  to  arise  out  of  any
     misrepresentation  or  omission  to state a  material  fact,  or out of any
     alleged misrepresentation or omission to state a material fact, on the part
     of AEFA or any agent or employee of AEFA or any other person for whose acts
     AEFA  is  responsible  or  is  alleged  to  be  responsible,   unless  such
     misrepresentation  or  omission  was  made  in  reliance  upon  information
     furnished  by the Fund.  AEFA also agrees  likewise to  indemnify  and hold
     harmless the Fund and each such person in  connection  with any claim or in
     connection  with any action,  suit or proceeding  which arises out of or is
     alleged  to arise out of AEFA's  (or an  affiliate  of  AEFA's)  failure to
     exercise  reasonable  care  and  diligence  with  respect  to its  services
     rendered.  The term  "expenses"  includes  amounts paid in  satisfaction of
     judgments  or in  settlements  which  are made  with  AEFA's  consent.  The
     foregoing  rights  of  indemnification  shall be in  addition  to any other
     rights to which the Fund or a director may be entitled as a matter of law.

(7)  AEFA agrees to cause to be  delivered  to each  purchaser a  prospectus  or
     circular to be furnished by the Fund in the form required by the applicable
     federal laws or by the acts or statutes of any applicable  state,  province
     or country.

(8)  In connection with the repurchase of shares,  AEFA will act as agent of the
     Fund. Any outstanding shares may be tendered for redemption at any time and
     the Fund agrees to repurchase  or redeem the shares in accordance  with the
     terms and conditions of the currently effective  prospectus.  The Fund will
     pay the amount of the  redemption  price to  shareholders  on or before the
     seventh  business day after  receiving  the notice of  redemption in proper
     form. Any applicable  contingent deferred sales charge will be paid to AEFA
     and the balance will be paid to or for the account of the shareholder.

(9)  AEFA and the Fund  agree to use their  best  efforts  to  conform  with all
     applicable state and federal laws and regulations relating to any rights or
     obligations under the terms of this agreement.

Part Two:         ALLOCATION OF EXPENSES AND COMPENSATION

(1)  Except as  provided by the Plan and  Agreement  of  Distribution  any other
     agreement  between the parties,  AEFA  covenants and agrees that during the
     period  of this  agreement  it will pay or  cause  to be paid all  expenses
     incurred by AEFA or any of its affiliates, in the offering for sale or sale
     of each class of the Fund's share.

(2)  AEFA's compensation as principal  underwriter shall be (a) that part of the
     sales  charge  retained  by AEFA  and (b)  amounts  payable  as  contingent
     deferred sales charges on certain redemptions of shares.

<PAGE>

Part Three:       MISCELLANEOUS

(1)  AEFA  shall be  deemed  to be an  independent  contractor  and,  except  as
     expressly provided or authorized in this agreement, shall have no authority
     to act for or represent the Fund.

(2)  AEFA shall be free to render to others  services  similar to those rendered
     under this agreement.

(3)  Neither this  agreement nor any  transaction  had pursuant  hereto shall be
     invalidated  or in any way affected by the fact that  directors,  officers,
     agents and/or  shareholders of the Fund are or may be interested in AEFA as
     directors,  officers,  shareholders or otherwise; that directors, officers,
     shareholders  or  agents  of AEFA are or may be  interested  in the Fund as
     directors,  officers,  shareholders or otherwise; or that AEFA is or may be
     interested in the Fund as shareholder or otherwise,  provided however, that
     neither  AEFA  nor any  officer  or  director  of AEFA or any  officers  or
     directors  of the Fund shall sell to or buy from the Fund any  property  or
     security  other than a security  issued by the Fund,  except in  accordance
     with a rule, regulation or order of the Securities and Exchange Commission.

(4)  For the purposes of this  agreement,  a "business  day" shall have the same
     meaning as is given to the term in the By-laws of the Fund.

(5)  Any notice under this  agreement  shall be given in writing,  addressed and
     delivered,  or mailed  postpaid,  to the parties to this  agreement at each
     company's principal place of business in Minneapolis, Minnesota, or to such
     other address as either party may designate in writing mailed to the other.

(6)  AEFA agrees that no officer,  director or employee of AEFA will deal for or
     on behalf of the Fund  with  himself  as  principal  or agent,  or with any
     corporation  or  partnership  in which he may  have a  financial  interest,
     except that this shall not prohibit:

          (a)  Officers, directors and employees of AEFA from having a financial
               interest in the Fund or in AEFA.

          (b)  The  purchase  of  securities  for  the  Fund,  or  the  sale  of
               securities  owned by the  Fund,  through  a  security  broker  or
               dealer,  one or more of whose  partners,  officers,  directors or
               employees is an officer,  director or employee of AEFA,  provided
               such  transactions are handled in the capacity of broker only and
               provided  commissions  charged do not exceed customary  brokerage
               charges for such services.

          (c)  Transactions  with the Fund by a broker-dealer  affiliate of AEFA
               if  allowed by rule or order of the SEC and if made  pursuant  to
               procedures adopted by the Board of Directors.

(7)  AEFA agrees that, except as otherwise  provided in this agreement or in the
     Plan and Agreement of Distribution,  or as may be permitted consistent with
     the use of a broker-dealer affiliate of AEFA under applicable provisions of
     the federal securities laws, neither it nor any of its officers,  directors
     or employees  shall at any time during the period of this  agreement  make,
     accept or receive, directly or indirectly,  any fees, profits or emoluments
     of any  character in  connection  with the  purchase or sale of  securities
     (except securities issued by the Fund) or other assets by or for the Fund.

(8)  This  agreement  may not be amended or modified  in any manner  except by a
     written agreement executed by both parties.

(9)  This agreement is governed by the laws of the state of Minnesota.

<PAGE>

Part Four:        TERMINATION

(1)  This agreement shall continue from year to year unless and until terminated
     by AEFA or the Fund,  except that such  continuance  shall be  specifically
     approved  at  least  annually  by a vote  of a  majority  of the  Board  of
     Directors who are not parties to this  agreement or  interested  persons of
     any such  party,  cast in person at a meeting  called  for the  purpose  of
     voting on such approval,  and by a majority of the Board of Directors or by
     vote of a majority of the  outstanding  voting  securities  of the Fund. As
     used in this paragraph, the term "interested person" shall have the meaning
     as set forth in the 1940 Act.

(2)  This  agreement may be terminated by AEFA or the Fund at any time by giving
     the other  party  sixty  (60) days  written  notice  of such  intention  to
     terminate.

(3)  This agreement  shall  terminate in the event of its  assignment,  the term
     "assignment"  for this purpose  having the same meaning as set forth in the
     1940 Act.

IN WITNESS WHEREOF,  The parties hereto have executed the foregoing agreement on
the date and year first above written.

AXP TAX-FREE MONEY FUND, INC.


By /s/ Leslie L. Ogg
       Leslie L. Ogg
       Vice President


AMERICAN EXPRESS FINANCIAL ADVISORS INC.


By /s/ Pamela J. Moret
       Pamela J. Moret
       Vice President



February 24, 2000



AXP Tax-Free Money Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440

Gentlemen:

I have examined the Articles of Incorporation and the By-Laws of 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:

(a)      That the Company is a corporation duly organized and existing under the
         laws of the State of  Minnesota  with an  authorized  capital  stock of
         10,000,000,000  shares,  all of $.01 par value, that such shares may be
         issued as full or fractional shares;

(b)      That all such  authorized  shares  are,  under the laws of the State of
         Minnesota,  redeemable as provided in the Articles of  Incorporation of
         the Company  and upon  redemption  shall have the status of  authorized
         shares and unissued shares;

(c)      That the Company  registered on July 31, 1980 an  indefinite  number of
         shares pursuant to Rule 24f-2 and is herewith filing a Rule 24f-2;

(d)      That  shares  which  were sold at not less than  their par value and in
         accordance  with  applicable  federal  and state  securities  laws were
         legally issued, fully paid and nonassessable.

I hereby consent that the foregoing  opinion may be used in connection with this
Post-Effective Amendment.

Very truly yours,


/s/Leslie L. Ogg
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268



Independent auditors' consent

The board and shareholders
AXP Tax-Free Money Fund, Inc.:


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 LLp
KPMG LLP
Minneapolis, Minnesota
February 24, 2000



                      DIRECTORS/TRUSTEES POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

         Each of the undersigned,  as directors and trustees of the below listed
open-end,   diversified   investment   companies  that   previously  have  filed
registration  statements and amendments  thereto pursuant to the requirements of
the  Securities  Act of 1933 and the  Investment  Company  Act of 1940  with the
Securities and Exchange Commission:

                                                 1933 Act           1940 Act
                                                 Reg. Number        Reg. Number

AXP Bond Fund, Inc.                              2-51586            811-2503
AXP California Tax-Exempt Trust                  33-5103            811-4646
AXP Discovery Fund, Inc.                         2-72174            811-3178
AXP Equity Select Fund, Inc.                     2-13188            811-772
AXP Extra Income Fund, Inc.                      2-86637            811-3848
AXP Federal Income Fund, Inc.                    2-96512            811-4260
AXP Global Series, Inc.                          33-25824           811-5696
AXP Growth Series, Inc.                          2-38355            811-2111
AXP High Yield Tax-Exempt Fund, Inc.             2-63552            811-2901
AXP International Fund, Inc.                     2-92309            811-4075
AXP Investment Series, Inc.                      2-11328            811-54
AXP Managed Series, Inc.                         2-93801            811-4133
AXP Market Advantage Series, Inc.                33-30770           811-5897
AXP Money Market Series, Inc.                    2-54516            811-2591
AXP New Dimensions Fund, Inc.                    2-28529            811-1629
AXP Precious Metals Fund, Inc.                   2-93745            811-4132
AXP Progressive Fund, Inc.                       2-30059            811-1714
AXP Selective Fund, Inc.                         2-10700            811-499
AXP Special Tax-Exempt Series Trust              33-5102            811-4647
AXP Stock Fund, Inc.                             2-11358            811-498
AXP Strategy Series, Inc.                        2-89288            811-3956
AXP Tax-Exempt Series, Inc.                      2-57328            811-2686
AXP Tax-Free Money Fund, Inc.                    2-66868            811-3003
AXP Utilities Income Fund, Inc.                  33-20872           811-5522

<PAGE>

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.

Dated the 13th day of January, 2000.


/s/      H. Brewster Atwater, Jr.                    /s/      Anne P. Jones
         H. Brewster Atwater, Jr.                             Anne P. Jones


/s/      Arne H. Carlson                             /s/      William R. Pearce
         Arne H. Carlson                                      William R. Pearce


/s/      Lynne V. Cheney                             /s/      Alan K. Simpson
         Lynne V. Cheney                                      Alan K. Simpson


/s/      William H. Dudley                           /s/      John R. Thomas
         William H. Dudley                                    John R. Thomas


/s/      David R. Hubers                             /s/      C. Angus Wurtele
         David R. Hubers                                      C. Angus Wurtele


/s/      Heinz F. Hutter
         Heinz F. Hutter



Officers' Power of Attorney

City of Minneapolis

State of Minnesota

Each of the undersigned,  as officers of the below listed open-end,  diversified
investment  companies that  previously  have filed  registration  statements and
amendments  thereto  pursuant to the  requirements of the Securities Act of 1933
and the  Investment  Company  Act of  1940  with  the  Securities  and  Exchange
Commission:

                                                  1933 Act           1940 Act
                                                  Reg. Number        Reg. Number

AXP Bond Fund, Inc.                               2-51586            811-2503
AXP California Tax-Exempt Trust                   33-5103            811-4646
AXP Discovery Fund, Inc.                          2-72174            811-3178
AXP Equity Select Fund, Inc.                      2-13188            811-772
AXP Extra Income Fund, Inc.                       2-86637            811-3848
AXP Federal Income Fund, Inc.                     2-96512            811-4260
AXP Global Series, Inc.                           33-25824           811-5696
AXP Growth Series, Inc.                           2-38355            811-2111
AXP High Yield Tax-Exempt Fund, Inc.              2-63552            811-2901
AXP International Fund, Inc.                      2-92309            811-4075
AXP Investment Series, Inc.                       2-11328            811-54
AXP Variable Portfolio-Investment Series, Inc.    2-73115            811-3218
AXP Variable Portfolio-Managed Series, Inc.       2-96367            811-4252
AXP Variable Portfolio-Money Market Series, Inc.  2-72584            811-3190
AXP Variable Portfolio-Income Series, Inc.        2-73113            811-3219
AXP Managed Series, Inc.                          2-93801            811-4133
AXP Market Advantage Series, Inc.                 33-30770           811-5897
AXP Money Market Series, Inc.                     2-54516            811-2591
AXP New Dimensions Fund, Inc.                     2-28529            811-1629
AXP Precious Metals Fund, Inc.                    2-93745            811-4132
AXP Progressive Fund, Inc.                        2-30059            811-1714
AXP Selective Fund, Inc.                          2-10700            811-499
AXP Special Tax-Exempt Series Trust               33-5102            811-4647
AXP Stock Fund, Inc.                              2-11358            811-498
AXP Strategy Series, Inc.                         2-89288            811-3956
AXP Tax-Exempt Series, Inc.                       2-57328            811-2686
AXP Tax-Free Money Fund, Inc.                     2-66868            811-3003
AXP Utilities Income Fund, Inc.                   33-20872           811-5522

hereby constitutes and appoints the other as his  attorney-in-fact and agent, to
sign for him in his name, place and stead any and all further amendments to said
registration statement 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.

     Dated the 13th day of January, 2000.

/s/ Arne H. Carlson                          /s/ Leslie L. Ogg
    Arne H. Carlson                              Leslie L. Ogg

/s/ John R. Thomas                           /s/ Peter J. Anderson
    John R. Thomas                               Peter J. Anderson

/s/ Frederick C. Quirsfeld                   /s/ John M. Knight
    Frederick C. Quirsfeld                       John M. Knight



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