IDS MONEY MARKET SERIES INC
485BPOS, 2000-06-16
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. _____

Post-Effective Amendment No.   51    (File No. 2-54516)                    [X]
                              ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.       42    (File No. 811-2591)                              [X]
               ---------


AXP MONEY MARKET SERIES, INC.
200 AXP Financial Center
Minneapolis, Minnesota  55474

Leslie L. Ogg - 901 S. Marquette Avenue, Suite 2810,
Minneapolis, MN  55402-3268
(612) 330-9283

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

     [ ] immediately  upon filing  pursuant to paragraph (b)
     [X] on June 26, 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>


<PAGE>

                                                                         AXP(SM)
                                                                            Cash
                                                                      Management
                                                                            Fund
                                                       SEPT. 29, 1999 PROSPECTUS
                                                     REVISED AS OF JUNE 26, 2000


AMERICAN
   EXPRESS-Registered Trademark-
 FUNDS


AXP CASH MANAGEMENT FUND
SEEKS TO PROVIDE SHAREHOLDERS WITH                       [GRAPHIC]
MAXIMUM CURRENT INCOME CONSISTENT
WITH LIQUIDITY AND STABILITY OF PRINCIPAL.

Please note that this Fund:

- is not a bank deposit
- is not federally insured
- is not endorsed by any bank or government agency
- 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.

                                                                     [LOGO]



<PAGE>



Table of Contents

TAKE A CLOSER LOOK AT:
THE FUND                               3p
Goal                                   3p
Investment Strategy                    3p
Risks                                  5p
Past Performance                       7p
Fees and Expenses                      9p
Management                            10p
BUYING AND SELLING SHARES             10P
Valuing Fund Shares                   10p
Investment Options                    11p
Purchasing Shares                     12p
Transactions through Third Parties    15p
Sales Charges                         15p
Exchanging/Selling Shares             17p
DISTRIBUTIONS AND TAXES               22p
OTHER INFORMATION                     24p
FINANCIAL HIGHLIGHTS                  25p




FUND INFORMATION KEY

[GRAPHIC]  GOAL AND INVESTMENT STRATEGY
           The Fund's particular investment goal and the strategies it intends
           to use in pursuing its goal.

[GRAPHIC]  RISKS
           The major risk factors associated with the Fund.

[GRAPHIC]  FEES AND EXPENSES
           The overall costs incurred by an investor in the Fund, including
           sales charges and annual expenses.

[GRAPHIC]  MANAGEMENT
           The individual or group designated by the investment manager to
           handle the Fund's day-to-day management.

[GRAPHIC]  FINANCIAL HIGHLIGHTS
           Tables showing the Fund's financial performance.

-------------------------------------------------------------------------------
2p   AXP CASH MANAGEMENT FUND

<PAGE>



The Fund

[GRAPHIC] GOAL

AXP Cash Management Fund (the Fund) seeks to provide shareholders with
maximum current income 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 money market instruments, such as
marketable debt obligations issued by the U.S. government or its agencies,
bank certificates of deposit, bankers' acceptances, letters of credit, and
commercial paper. The Fund may invest more than 25% of its total assets in
U.S. banks, U.S. branches of foreign banks and U.S. government securities.
Additionally, the Fund may invest up to 35% of its total assets in U.S.
dollar-denominated foreign investments.

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. The Fund's yield will vary from day-to-day.

The selection of short-term debt obligations is the primary decision in
building the investment portfolio. The Fund restricts its investments to
instruments that meet certain maturity and quality standards required by the
SEC for money market funds. For example, the Fund:

- limits its average portfolio maturity to ninety days or less;
- buys obligations with remaining maturities of 397 days or less; and
- buys only obligations that are denominated in U.S. dollars and present minimal
  credit risk.

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

- Considering opportunities and risks given current interest rates and
  anticipated interest rates.

- Purchasing securities based on the timing of cash flows in and out of the
  Fund.

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                                               PROSPECTUS - JUNE 26, 2000    3p

<PAGE>

[GRAPHIC]

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

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

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

   -- AEFC identifies a more attractive opportunity, and

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

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

-------------------------------------------------------------------------------
4p  AXP CASH MANAGEMENT FUND



<PAGE>



[GRAPHIC] RISKS

Please remember that with any mutual fund investment you may lose money.
Although the Fund's share price has remained constant in the past, THE FUND
CANNOT GUARANTEE THAT IT WILL ALWAYS BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE. An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Principal risks
associated with an investment in the Fund include:

   CREDIT RISK
   FOREIGN RISK
   INTEREST RATE RISK
   MARKET RISK
   SECTOR/CONCENTRATION RISK

CREDIT RISK

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

FOREIGN RISK

The following are all components of foreign 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.

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.

-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000   5p

<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.

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.

SECTOR/CONCENTRATION RISK

Investments that are concentrated in a particular issuer, geographic region,
or sector will be more susceptible to changes in price (the more you
diversify, the more you spread risk). For example, if the Fund concentrates
its investments in banks, the value of these investments may be adversely
affected by economic or regulatory developments in the banking industry.

-------------------------------------------------------------------------------
6p  AXP CASH MANAGEMENT FUND

<PAGE>


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.

[EDGAR REPRESENTATION OF GRAPH]


<TABLE>
<CAPTION>
CLASS A PERFORMANCE (BASED ON CALENDAR YEARS)
<S>         <C>

1990        [cad 164]7.73%
1991        [cad 164]5.52%
1992        [cad 164]2.91%
1993        [cad 164]2.28%
1994        [cad 164]3.36%
1995        [cad 164]5.45%
1996        [cad 164]4.96%
1997        [cad 164]5.18%
1998        [cad 164]5.28%
1999        [cad 164]4.76%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +1.91% (quarter ending June 1990) and the lowest return for a
calendar quarter was +0.54% (quarter ending September 1993).

The Fund's year to date return as of March 31,2000 was +1.37%.

-------------------------------------------------------------------------------
                                                 PROSPECTUS - JUNE 26, 2000  7p

<PAGE>


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (FOR THE CALENDAR YEAR PERIODS
ENDING DEC. 31, 1999)

                        1 YEAR          5 YEARS           10 YEARS       SINCE INCEPTION
<S>                    <C>             <C>               <C>            <C>
 Cash Management:
   Class A              +4.76%            +5.13%           +4.73%             --%
   Class B              -0.02%               --%              --%          +4.04%(a)
   Class Y              +4.78%               --%              --%          +5.19%(a)

</TABLE>

(a) Inception date was March 20, 1995.


This table shows total returns from hypothetical investments in shares of the
Fund. Class C is new as of the date of this prospectus and therefore
performance information is not available.

FOR PURPOSES OF THIS CALCULATION WE ASSUMED:
-  no sales charge for Class A shares or Class Y shares,
-  sales at the end of the period and deduction of the applicable contingent
   deferred sales charge (CDSC) for Class B shares,
-  conversion of Class B shares to Class A shares in the ninth calendar years
   of ownership, and o 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.

-------------------------------------------------------------------------------
8p  AXP CASH MANAGEMENT FUND


<PAGE>



[GRAPHIC]  FEES AND EXPENSES

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


<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                        CLASS A    CLASS B     CLASS C    CLASS Y
<S>                                                    <C>        <C>         <C>        <C>
Maximum sales charge (load) imposed on purchases(a)
(as a percentage of offering price)                      none       none        none       none
-------------------------------------------------------------------------------------------------------

Maximum deferred sales charge (load) imposed on
sales (as a percentage of offering price at time
of purchase)                                             none(b)       5%          1%(c)   none
-------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(d) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:            CLASS A    CLASS B     CLASS C    CLASS Y

 Management fees                                         0.31%      0.31%       0.31%      0.31%

 Distribution (12b-1) fees                               0.00%      0.75%       0.75%      0.00%

 Other expenses(e)                                       0.31%      0.32%       0.32%      0.29%

 Total                                                   0.62%      1.38%       1.38%      0.60%

</TABLE>

(a)   This charge may be reduced depending on the value of your total
      investments in American Express mutual funds. See "Sales Charges."

(b)   For Class A purchases over $500,000 on which the sales charge is
      waived, a 1% sales charge applies if you sell your shares less than one
      year after purchase.

(c)   For all Class C purchases, a 1% sales charge applies if you sell your
      shares less than one year after purchase.

(d)   Expenses for Class A, Class B and Class Y are based on actual expenses
      for the last fiscal year, restated to reflect current fees. Expenses
      for Class C are based on estimated amounts for the current fiscal year.

(e)   Other expenses include an administrative services fee, a transfer
      agency fee and other nonadvisory expenses.

-------------------------------------------------------------------------------
                                                 PROSPECTUS - JUNE 26, 2000  9p


<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:

<TABLE>
<CAPTION>

                        1 YEAR           3 YEARS           5 YEARS          10 YEARS
<S>                    <C>              <C>               <C>              <C>

 Class A                 $ 63              $199              $346          $  778

 Class B(a)              $541              $737              $856          $1,453(c)

 Class B(b)              $141              $437              $756          $1,453(c)

 Class C                 $141              $437              $756          $1,662

 Class Y                 $ 61              $192              $335          $  753

</TABLE>

(a)   Assumes you sold your Class B shares at the end of the period and
      incurred the applicable CDSC.

(b)   Assumes you did not sell your Class B shares at the end of the period.

(c)   Based on conversion of Class B shares to Class A shares in the ninth
      year of ownership.


THIS EXAMPLE DOES NOT REPRESENT ACTUAL EXPENSES, PAST OR FUTURE. ACTUAL
EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN.



[GRAPHIC]  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
Intermediate Tax-Exempt Fund, AXP Tax-Free Money 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 orgainzations,
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.

-------------------------------------------------------------------------------
10p  AXP CASH MANAGEMENT FUND


<PAGE>



INVESTMENT OPTIONS

New investments must be made in Class A shares of the Fund. The Fund offers
Class B, Class C and Class Y shares only to facilitate exchanges between
classes of these shares in other American Express mutual funds. The primary
differences among the classes are in the sales charge structures and in their
ongoing expenses. These differences are summarized in the table below.


INVESTMENT OPTIONS SUMMARY:

The Fund offers four different classes of shares. Although your money will be
invested in the same way no matter which class of shares you buy, there are
differences among the fees and expenses for each class. Not everyone is
eligible to buy every class. After determining which classes you are eligible
to buy, decide which class best suits your needs. Your financial advisor can
help you with this decision.

The following table shows the key features of each class:

<TABLE>
<CAPTION>


                            CLASS A          CLASS B                  CLASS C                 CLASS Y
<S>                        <C>              <C>                      <C>                     <C>
---------------------------------------------------------------------------------------------------------------------------
AVAILABILITY                Available to     Available to             Available to            Limited to qualifying
                            all investors.   all investors.           all investors.          institutional investors.
---------------------------------------------------------------------------------------------------------------------------

INITIAL SALES CHARGE        N/A              No. Entire purchase      No. Entire purchase      No. Entire purchase
                                             price is invested in     price is invested in     price is invested in
                                             shares of the Fund.      shares of the Fund.      shares of the Fund.

---------------------------------------------------------------------------------------------------------------------------
DEFERRED SALES CHARGE       N/A              Maximum 5%               1% CDSC applies if       None.
                                             during the first year    you sell your shares
                                             decreasing to 0%         less than 1 year
                                             after six years.         after purchase.
---------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION AND/OR         N/A              Yes.*                    Yes.*                    N/A
SHAREHOLDER SERVICE FEE                      0.75%                    0.75%
---------------------------------------------------------------------------------------------------------------------------
CONVERSION TO CLASS A       N/A              Yes, automatically in    No.                      No.
                                             ninth calendar year
                                             of ownership
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

*   The Fund has adopted a plan under Rule 12b-1 of the Investment Company Act
    of 1940 that allows it to pay distribution expenses for the sale of Class
    B and Class C shares. Because these fees are paid out of the Fund's
    assets on an on-going basis, the fees may cost long-term shareholders
    more than paying other types of sales charges imposed by some mutual
    funds.


-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  11p


<PAGE>




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.
If your application does not specify which class of shares you are
purchasing, we will assume you are investing in Class A shares.

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

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

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

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

- 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.

-------------------------------------------------------------------------------
12p  AXP CASH MANAGEMENT FUND


<PAGE>


<TABLE>
<CAPTION>
HOW TO DETERMINE THE CORRECT TIN
FOR THIS TYPE OF ACCOUNT:                      USE THE SOCIAL SECURITY OR EMPLOYER IDENTIFICATION NUMBER OF:
<S>                                           <C>
Individual or joint account                    The individual or one of the owners listed on the joint account
---------------------------------------------------------------------------------------------------------------------------
Custodian account of a minor                   The minor
(Uniform Gifts/Transfers to Minors Act)
---------------------------------------------------------------------------------------------------------------------------
A revocable living trust                       The grantor-trustee (the person who puts the money into the trust)
---------------------------------------------------------------------------------------------------------------------------
An irrevocable trust, pension trust or estate  The legal entity (not the personal representative or trustee, 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 may also obtain the form on the Internet at
(http://www.irs.gov/prod/forms_pubs/).

THREE WAYS TO INVEST


1 BY MAIL:                                                  [GRAPHIC]

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

AMERICAN EXPRESS FUNDS
70200 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474

<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S>                        <C>
Initial investment:        $2,000
Additional investments:    $100
Account balances:          $1,000
</TABLE>

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.

-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  13p


<PAGE>


2 BY SCHEDULED INVESTMENT PLAN:                                [GRAPHIC]

Contact your financial advisor for assistance in setting up one of the
following scheduled plans:

- automatic payroll deduction,

- bank authorization,

- direct deposit of Social Security check, or

- other plan approved by the Fund.

<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S>                        <C>
Initial investment:        $2,000

Additional investments:    $100/mo.

Account balances:          $1,000 (on active plans with monthly payments)
</TABLE>

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


3 BY WIRE OR ELECTRONIC FUNDS TRANSFER:                         [GRAPHIC]

If you have an established account, you may wire money to:

NORWEST BANK MINNESOTA (UNTIL JULY 2000)
WELLS FARGO BANK MINNESOTA N.A. (AFTER JULY 2000)
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.

<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S>                        <C>
Each wire investment:      $1,000
</TABLE>

-------------------------------------------------------------------------------
14p  AXP CASH MANAGEMENT FUND


<PAGE>

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.

SALES CHARGES

CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE (CDSC) ALTERNATIVE

FOR CLASS B, the CDSC is based on the sale amount and the number of calendar
years -- including the year of purchase -between purchase and sale. The
following table shows how CDSC percentages on sales decline after a purchase:

<TABLE>
<CAPTION>
           IF THE SALE IS MADE DURING THE:      THE CDSC PERCENTAGE RATE IS:
<S>                                            <C>
                      First year                             5%
                      Second year                            4%
                      Third year                             4%
                      Fourth year                            3%
                      Fifth year                             2%
                      Sixth year                             1%
                      Seventh year                           0%
</TABLE>

FOR CLASS C, a 1% CDSC is charged if you sell your shares less than 1 year
after purchase.

For both Class B and Class C, if the amount you are selling causes the value
of your investment to fall below the cost of the shares you have purchased,
the CDSC is based on the lower of the cost of those shares purchased or
market value. Because the CDSC is imposed only on sales that reduce your
total purchase payments, you never have to pay a CDSC on any amount that
represents appreciation in the value of your shares, income earned by your
shares, or capital gains.


-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  15p


<PAGE>

In addition, the CDSC on your sale, if any, will be based on your oldest
purchase payment. The CDSC on the next amount sold will be based on the next
oldest purchase payment.

EXAMPLE:

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

WAIVERS OF THE SALES CHARGE FOR CLASS B AND CLASS C SHARES

The CDSC will be waived on sales of shares:

- in the event of the shareholder's death,

- held in trust for an employee benefit plan, or

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

   -- at least 59 1/2 years old AND

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

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

-------------------------------------------------------------------------------
16p  AXP CASH MANAGEMENT FUND

<PAGE>


EXCHANGING/SELLING SHARES

EXCHANGES

New investments of Class A shares may be exchanged for either Class A, Class
B, or Class C shares of any other publicly offered American Express mutual
fund, except that exchanges into AXP Tax-Free Money Fund must be made from
Class A shares. If you exchange shares from this Fund to another American
Express mutual fund, any further exchanges must be between shares of the same
class. For example, you may not exchange from Class B shares of another
American Express mutual fund into Class A shares of this Fund. Exchange rules
are illustrated in the following tables:

<TABLE>
<CAPTION>

EXCHANGES:
FROM                                               TO
---------------------------------------------------------------------------------------------------------------------------
CASH
MANAGEMENT                            OTHER AMERICAN EXPRESS FUNDS*
                                  Class A        Class B         Class C
<S>                              <C>            <C>             <C>
                                 ---------------------------------------
Class A                             Yes            Yes             Yes
Class B                             No             Yes             No
Class C                             No             No              Yes

EXCHANGES:
FROM                                               TO
---------------------------------------------------------------------------------------------------------------------------
OTHER
AMERICAN EXPRESS FUNDS*                   CASH MANAGEMENT FUND
                                  Class A        Class B         Class C
                                  --------------------------------------
Class A                             Yes            No              No
Class B                             No             Yes             No
Class C                             No             No              Yes

</TABLE>

* Exchanges into Tax-Free Money Fund must be made from Class A shares.

Exchanges between classes within the same fund are not permitted. For
example, you cannot exchange from Cash Management Class A to Cash Management
Class B.

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 CDSC 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. 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.

-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  17p


<PAGE>



Other exchange policies:

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

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

SELLING SHARES

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

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

You can change your mind after requesting a sale of Class B shares and use
all or part of the proceeds to purchase new shares in the same account from
which you sold. If you reinvest in Class B or Class C, any CDSC you paid on
the amount you are reinvesting also will be reinvested. To take advantage of
this option, send a request within 90 days of the date your sale request was
received and include your account number. This privilege may be limited or
withdrawn at any time and may have tax consequences.

The Fund reserves the right to redeem in kind.

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

-------------------------------------------------------------------------------
18p  AXP CASH MANAGEMENT FUND


<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 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:                                                        [GRAPHIC]

Include in your letter:

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

REGULAR OR EXPRESS MAIL:

AMERICAN EXPRESS FUNDS
70100 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474


-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  19p


<PAGE>


2 BY TELEPHONE:                                                  [GRAPHIC]

American Express Client Service Corporation
Telephone Transaction Service
800-437-3133

- The Fund and AECSC will use reasonable procedures to confirm authenticity of
  telephone exchange or sale requests.
- 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.
- Acting on your instructions, your financial advisor may conduct telephone
  transactions on your behalf.
- Telephone privileges may be modified or discontinued at any time.

<TABLE>
<CAPTION>
<S>                                  <C>
MINIMUM SALE AMOUNT: $100            MAXIMUM SALE AMOUNT: $50,000
</TABLE>


3 BY DRAFT:                                                      [GRAPHIC]

For Class A only, 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 and they
may not be available to all investors of the Fund.

<TABLE>
<CAPTION>
MINIMUM AMOUNT
<S>           <C>
Redemption:   $100
</TABLE>

-------------------------------------------------------------------------------
20p  AXP CASH MANAGEMENT FUND

<PAGE>



[GRAPHIC]  THREE WAYS TO RECEIVE PAYMENT WHEN YOU SELL SHARES


 1 BY REGULAR OR EXPRESS MAIL:                                   [GRAPHIC]

-  Mailed to the address on record.
-  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:                         [GRAPHIC]

- Minimum wire: $1,000.
- Request that money be wired to your bank.
- 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:                                     [GRAPHIC]

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



-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  21p

<PAGE>



DISTRIBUTIONS AND TAXES

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Fund's net investment income is distributed to you as DIVIDENDS. Capital
gains are realized when a security is sold for a higher price than was paid
for it. 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 and capital gain distributions are automatically reinvested in
additional shares in the same class of the Fund, unless:

-  you request distributions be paid monthly in cash, or
-  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.

-------------------------------------------------------------------------------
22p  AXP CASH MANAGEMENT FUND

<PAGE>



TAXES

Distributions are subject to federal income tax and may be subject to state
and local taxes in the year they are declared. You must report distributions
on your tax returns, even if they are reinvested in additional shares.

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).

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

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


-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  23p


<PAGE>

OTHER INFORMATION

INVESTMENT MANAGER

The investment manager of the Fund is AEFC, 200 AXP Financial Center,
Minneapolis, MN 55474. 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 0.27% of its average daily net assets. Under the
agreement, the Fund also pays taxes, brokerage commissions and nonadvisory
expenses. AEFC or an affiliate may make payments from its own resources,
which include management fees paid by the Fund, to compensate broker-dealers
or other persons for providing distribution assistance. 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.


-------------------------------------------------------------------------------
24p  AXP CASH MANAGEMENT FUND


<PAGE>


Financial Highlights

FISCAL PERIOD ENDED JULY 31,

<TABLE>
<CAPTION>

 PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                       CLASS A
                                                2000(c)     1999     1998     1997     1996    1995
<S>                                            <C>         <C>      <C>      <C>      <C>     <C>
Net asset value, beginning of period            $1.00       $1.00    $1.00    $1.00    $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                      .02         .05      .05      .05      .05     .05
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income             (.02)       (.05)    (.05)    (.05)    (.05)   (.05)
---------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period                  $1.00       $1.00    $1.00    $1.00    $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)        $5,439      $5,032   $3,926   $3,094   $2,335  $1,707
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily
net assets(b)                                     .59%(d)     .57%     .56%     .58%     .63%    .73%
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                      5.03%(d)    4.65%    5.15%    4.96%    4.97%   4.99%
---------------------------------------------------------------------------------------------------------------------------
Total return(e)                                  2.58%       4.71%    5.34%    5.06%    5.12%   5.02%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Effective fiscal year 1996, expense ratio is based on total expenses of the
    Fund before reduction of earnings credits on cash balances.
(c) Six months ended Jan. 31, 2000 (Unaudited).
(d) Adjusted to an annual basis.
(e) Total return does not reflect payment of a sales charge.


-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  25p


<PAGE>


FISCAL PERIOD ENDED JULY 31,
<TABLE>
<CAPTION>
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                         CLASS B
                                                2000(e)     1999     1998     1997     1996    1995(b)
<S>                                            <C>         <C>      <C>      <C>      <C>     <C>

Net asset value, beginning of period            $1.00       $1.00    $1.00    $1.00    $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                      .02         .04      .04      .04      .04     .02
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income             (.02)       (.04)    (.04)    (.04)    (.04)   (.02)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                  $1.00       $1.00    $1.00    $1.00    $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)          $275        $192      $98     $147     $273     $98
---------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily net assets(d) 1.34%(c)    1.32%    1.32%    1.34%    1.38%   1.41%(c)
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                      4.34%(c)    3.88%    4.38%    4.14%    4.15%   4.73%(c)
---------------------------------------------------------------------------------------------------------------------------
Total return(f)                                  2.19%       3.94%    4.53%    4.27%    4.33%   2.00%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Adjusted to an annual basis.
(d) Effective fiscal year 1996, expense ratio is based on total expenses of the
    Fund before reduction of earnings credits on cash balances.
(e) Six months ended Jan. 31, 2000 (Unaudited).
(f) Total return does not reflect payment of a sales charge.

-------------------------------------------------------------------------------
26p  AXP CASH MANAGEMENT FUND


<PAGE>


FISCAL PERIOD ENDED JULY 31,
<TABLE>
<CAPTION>
 PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                       CLASS Y
                                                2000(e)     1999     1998     1997     1996    1995(b)
<S>                                            <C>         <C>      <C>      <C>      <C>     <C>

Net asset value, beginning of period            $1.00       $1.00    $1.00    $1.00    $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                      .02         .05      .05      .05      .05     .02
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income             (.02)       (.05)    (.05)    (.05)    (.05)   (.02)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                  $1.00       $1.00    $1.00    $1.00    $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)          $148        $124      $72      $62      $57     $86
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets     .57%(c)     .56%     .56%     .58%     .62%    .65%(c)
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                      5.07%(c)    4.64%    5.16%    4.96%    4.97%   5.53%(c)
---------------------------------------------------------------------------------------------------------------------------
Total return(f)                                  2.59%       4.72%    5.33%    5.06%    5.11%   2.31%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Adjusted to an annual basis.
(d) Effective fiscal year 1996, expense ratio is based on total expenses of the
    Fund before reduction of earnings credits on cash balances.
(e) Six months ended Jan. 31, 2000 (Unaudited).
(f) Total return does not reflect payment of a sales charge.

The information in these tables 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.


-------------------------------------------------------------------------------
                                                PROSPECTUS - JUNE 26, 2000  27p


<PAGE>

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<PAGE>

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<PAGE>

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<PAGE>

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<PAGE>


AMERICAN
    EXPRESS-Registered Trademark-
  FUNDS



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 Funds
70100 AXP Financial Center, Minneapolis, MN 55474
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 EDGAR Database 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. 20549-0102.

Investment Company Act File #811-2591

TICKER SYMBOL
CLASS A: IDSXX     CLASS B: ACBXX     CLASS C: N/A   CLASS Y: IDYXX

                                                                        [LOGO]

                                                            S-6320-99 R (6/00)



<PAGE>

                         AXPSM MONEY MARKET SERIES, INC.

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                      AXPSM CASH MANAGEMENT FUND (the Fund)

                               September 29, 1999
                           Revised as of June 26, 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 American Express  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>

                                TABLE OF CONTENTS


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

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

Investment Strategies and Types of Investments............................p.  6

Information Regarding Risks and Investment Strategies.....................p.  7

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

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation....................................p. 18

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

Valuing Fund Shares.......................................................p. 20

Investing in the Fund.....................................................p. 20

Selling Shares............................................................p. 21

Pay-out Plans.............................................................p. 22

Taxes.....................................................................p. 23

Agreements................................................................p. 24

Organizational Information................................................p. 27

Board Members and Officers................................................p. 30

Compensation for Board Members............................................p. 33

Independent Auditors......................................................p. 33

Appendix:  Description of Money Market Securities.........................p. 34

<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    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.

o    Buy on margin, sell short or deal in options to buy or sell securities.

o    Buy or sell real estate,  commodities or commodity contracts.  For purposes
     of this policy, real estate includes real estate limited partnerships.

o    Lend Fund securities in excess of 30% of its net assets, at market value.

o    Purchase  common  stocks,   preferred   stocks,   warrants,   other  equity
     securities, corporate bonds or debentures, state bonds, municipal bonds, or
     industrial revenue bonds.

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

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
--------------------------------------------------------------------------------

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

------------------------------------------------------------------------ -------
Investment strategies & types of investments:       AXP Cash Management Fund

                                                     Allowable for the Fund?
---------------------------------------------------------- ------------
Agency and Government Securities                                yes
---------------------------------------------------------- ------------
Borrowing                                                       yes
---------------------------------------------------------- ------------
Cash/Money Market Instruments                                   yes
---------------------------------------------------------- ------------
Commercial Paper                                                yes
---------------------------------------------------------- ------------
Debt Obligations                                                yes
---------------------------------------------------------- ------------
Foreign Investments                                             yes
---------------------------------------------------------- ------------
Illiquid and Restricted Securities                              yes
---------------------------------------------------------- ------------
Lending of Portfolio Securities                                 yes
---------------------------------------------------------- ------------
Mortgage- and Asset-Backed Securities                           yes
---------------------------------------------------------- ------------
Repurchase Agreements                                           yes
---------------------------------------------------------- ------------
Reverse Repurchase Agreements                                   yes
---------------------------------------------------------- ------------
Sovereign Debt                                                  yes
---------------------------------------------------------- ------------
Variable- or Floating-Rate Securities                           yes
---------------------------------------------------------- ------------

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

o    The Fund will not invest more than 10% of its net assets in securities that
     are illiquid  whether or not  registration  or the filing of a notification
     under the  Securities  Act of 1933 or the  taking of similar  action  under
     other  securities  laws relating to the sale of  securities is required.  A
     risk of any  such  investment  is that is  might  not be able to be  easily
     liquidated.  For the purpose of this  policy,  repurchase  agreements  with
     maturities greater than seven days and  non-negotiable  fixed time deposits
     will be treated as illiquid securities.

o    The Fund may  invest  in  commercial  paper  rated  in the  highest  rating
     category  by  at  least  two  nationally   recognized   statistical  rating
     organizations  (or by one, if only one rating is  assigned)  and in unrated
     paper  determined by the board to be of comparable  quality.  The Fund also
     may invest up to 5% of its total assets in commercial  paper  receiving the
     second  highest  rating or in unrated paper  determined to be of comparable
     quality.

o    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.

o    Depending on market  conditions and the  availability of other  securities,
     the Fund may invest more than 25% of its total assets in U.S.  Banks,  U.S.
     branches of foreign banks and U.S. government securities.

o    The Fund may invest up to 35% of its total assets in foreign investments.

<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:

<PAGE>

         Country risk includes the political,  economic, and other conditions of
a country. These conditions include lack of publicly available information, less
government  oversight  (including  lack of accounting,  auditing,  and financial
reporting standards),  the possibility of government-imposed  restrictions,  and
even the nationalization of assets.
         Currency  risk  results  from the  constantly  changing  exchange  rate
between local currency and the U.S.  dollar.  Whenever the Fund holds securities
valued in a foreign currency or holds the currency, changes in the exchange rate
add or subtract from the value of the investment.

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

         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.

<PAGE>

Management Risk

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

Market Risk

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

Reinvestment Risk

The risk that an investor  will not be able to reinvest  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.

Borrowing

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

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

Cash/Money Market Instruments

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

<PAGE>

See the appendix for a discussion of money market securities.

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

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

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.)

All ratings  limitations  are  applied at the time of  purchase.  Subsequent  to
purchase,  a debt  security  may cease to be rated or its  rating may be reduced
below the minimum required for purchase by the Fund.  Neither event will require
the sale of such a security,  but it will be a factor in considering  whether to
continue to hold the security.  To the extent that ratings change as a result of
changes in a rating organization or their rating systems,  the Fund will attempt
to use comparable rating as standards for selecting investments.

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.

<PAGE>

Foreign Investments

Investments  in foreign banks and branches of domestic  banks outside the United
States involve certain risks.  Domestic banks are required to maintain specified
levels  of  reserves,  are  limited  in the  amounts  they  can loan to a single
borrower  and are subject to other  regulations  designed  to promote  financial
soundness.  Not all of these laws and regulations  apply to the foreign branches
of domestic  banks.  Domestic bank  regulations  do not apply to foreign  banks.
Eurodollar CDs and non-U.S.  fixed-time deposits may be subject to political and
economic risks of the countries in which the investments are made, including the
possibility of seizure or  nationalization  of foreign  deposits,  penalties for
early  withdrawal of time deposits,  imposition of withholding  taxes on income,
establishment of exchange controls or adoption of other  restrictions that might
affect an investment adversely.

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

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

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.

To the extent the Fund  invests in illiquid  or  restricted  securities,  it may
encounter  difficulty  in  determining  a  market  value  for  such  securities.
Disposing  of  illiquid or  restricted  securities  may  involve  time-consuming
negotiations  and legal  expense,  and it may be difficult or impossible for the
Fund to sell such an investment promptly and at an acceptable price.

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,  the  Fund  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

<PAGE>

amounts  equivalent to any dividends,  interest,  or other  distributions on the
securities loaned.

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

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
obligations is smaller and less liquid than the market for government  sponsored
mortgage-backed securities. (See also Derivative Instruments.)

<PAGE>

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.

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.

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

Reverse Repurchase Agreements

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

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

Sovereign Debt

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

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

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

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

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

<PAGE>

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 American Express Financial Advisors,  Inc. (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 any fund or trust for which it
acts as investment manager.

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

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

<PAGE>

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  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 July 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  securities of its
regular  brokers  or dealers  of the  parent of those  brokers  or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:

                                                   Value of Securities
      Name of Issuer                           owned at End of Fiscal Year
      --------------                           ---------------------------
     Bank of America                                   $29,764,876
     Bear Stearns                                      207,741,542
     Fleet Funding                                     127,366,619
     Goldman Sachs Group                               187,351,389
     Merrill Lynch                                      30,000,000
     Morgan Guaranty                                    29,999,999
     Morgan Stanley                                     19,946,444
     Salomon Smith Barney                              131,263,291

<PAGE>

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.

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)

<PAGE>

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 for a class 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 4.56% for Class A, 3.81% for Class B and
4.57% for Class Y and its compound  yield was 4.66% for Class A, 3.88% for Class
B and 4.68%  for Class Y on July 30,  1999,  the last day of the  Fund's  fiscal
year.

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 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.

<PAGE>

Ibbotson  Associates  provides  historical returns of the capital markets in the
United States,  including common stocks, small capitalization stocks,  long-term
corporate bonds, intermediate-term government bonds, long-term government bonds,
Treasury bills,  the U.S. rate of inflation  (based on the CPI) and combinations
of various capital markets. The performance of these capital markets is based on
the returns of  different  indexes.  The Fund may use the  performance  of these
capital markets in order to demonstrate  general  risk-versus-reward  investment
scenarios.

The Fund may quote various  measures of volatility in  advertising.  Measures of
volatility  seek to compare a fund's  historical  share  price  fluctuations  or
returns to those of a benchmark.

The Distributor may provide information designed to help individuals  understand
their investment goals and explore various financial  strategies.  Materials may
include  discussions  of  asset  allocation,   retirement  investing,  brokerage
products and services, model portfolios,  saving for college or other goals, and
charitable giving.

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.

<PAGE>

SYSTEMATIC INVESTMENT PROGRAMS

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

AUTOMATIC DIRECTED DIVIDENDS

Dividends,  including  capital  gain  distributions,  paid by  another  American
Express fund, may be used to automatically  purchase shares in the same class 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 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 or AECSC  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.

<PAGE>

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

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

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

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

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

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

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

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

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

Plan #2: Redemption of a fixed number of shares

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

<PAGE>

Plan #3: Redemption of a fixed dollar amount

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

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

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

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

TAXES

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

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.

Net investment  income  dividends  received should be treated as dividend income
for federal income tax purposes.  Corporate  shareholders are generally entitled
to a  deduction  equal to 70% of that  portion  of the Fund's  dividend  that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, none of the Fund's net investment  income dividends
qualified for the corporate deduction.

The Fund may be subject  to U.S.  taxes  resulting  from  holdings  in a passive
foreign investment  company (PFIC). A foreign  corporation is a PFIC when 75% or
more of its gross income for the taxable  year is passive  income or 50% or more
of the average  value of its assets  consists  of assets  that  produce or could
produce passive income.

Income  earned by the Fund may have had foreign taxes imposed and withheld on it
in foreign countries. Tax conventions between certain countries and the U.S. may
reduce or eliminate  such taxes.  If more than 50% of the Fund's total assets at
the close of its fiscal year consists of securities of foreign corporations, the
Fund will be eligible  to file an election  with the  Internal  Revenue  Service
under which shareholders of the Fund would be required to include their pro rata
portions of foreign taxes withheld by foreign countries as gross income in their
federal  income tax returns.  These pro rata portions of foreign taxes  withheld
may be taken as a credit or deduction in computing  federal income taxes. If the
election is filed, the Fund will report to its shareholders the per share amount
of such foreign taxes withheld and the amount of foreign tax credit or deduction
available for federal income tax purposes.

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

<PAGE>

Under the Internal Revenue Code of 1986 (the Code), gains or losses attributable
to  fluctuations  in exchange rates that occur between the time the Fund accrues
interest  or  other  receivables,  or  accrues  expenses  or  other  liabilities
denominated in a foreign  currency and the time the Fund actually  collects such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss.  Similarly,  gains or losses on  disposition  of debt  securities
denominated in a foreign  currency  attributable to fluctuations in the value of
the foreign  currency  between the date of  acquisition  of the security and the
date of disposition also are treated as ordinary gains or losses. These gains or
losses,  referred  to under  the Code as  "section  988"  gains or  losses,  may
increase or decrease the amount of the Fund's investment  company taxable income
to be distributed to its shareholders as ordinary income.

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

For purposes of the excise tax  distributions,  "section 988" ordinary gains and
losses are  distributable  based on an Oct. 31 year end. This is an exception to
the general rule that ordinary income is paid based on a calendar year end.

If a mutual  fund is the  holder of  record of any share of stock on the  record
date for any dividend payable with respect to such stock, such dividend shall be
included in gross  income by the Fund as of the later of (1) the date such share
became  ex-dividend  or (2) the date the Fund acquired  such share.  Because the
dividends on some foreign equity investments may be received some time after the
stock goes  ex-dividend,  and in certain rare cases may never be received by the
Fund,  this rule may cause the Fund to take into income  dividend income that it
has not received and pay such income to its shareholders. To the extent that the
dividend  is never  received,  the  Fund  will  take a loss at the  time  that a
determination is made that the dividend will not be received.

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.

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 0.306% 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.

<PAGE>

The management fee is paid monthly.  Under the agreement,  the total amount paid
was  $12,747,131  for fiscal year 1999,  $9,928,579  for fiscal  year 1998,  and
$8,354,016 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 $2,071,446 for fiscal year 1999,  ($367,393) for fiscal year 1998, and
$1,045,237 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       $1.00                  0.030%
Next         0.50                  0.027
Next         0.50                  0.025
Next         0.50                  0.022
Over         2.50                  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 0.023% on an annual basis.  The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business  days  prior to the day for which the  calculation  is made.  Under the
agreement,  the Fund paid fees of $1,174,621 for fiscal year 1999,  $942,396 for
fiscal year 1998, and $799,667 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 will earn a fee from the Fund  determined by  multiplying  the
number of  shareholder  accounts at the end of the day by a rate  determined for
each class and dividing by the number of days in the year.  The rate for Class A
is $24.00 per year,  for Class B is $25.00  per year,  for Class C is $24.50 per
year and for Class Y is $22.00  per year.  The fees paid to AECSC may be changed
by the board without shareholder approval.

DISTRIBUTION AGREEMENT

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

SHAREHOLDER SERVICE AGREEMENT

With  respect to Class Y Shares,  the Fund pays a fee for  service  provided  to
shareholders  by  financial  advisors  and other  servicing  agents.  The fee is
calculated at a rate of 0.10% of average daily net assets.

<PAGE>

PLAN AND AGREEMENT OF DISTRIBUTION

For Class B and Class C shares,  to help  defray  the cost of  distribution  and
servicing,  not covered by the sales  charges  received  under the  Distribution
Agreement,  the Fund and the  Distributor  entered into a Plan and  Agreement of
Distribution  (Plan)  pursuant to Rule 12b-1 under the 1940 Act. Under the Plan,
the Fund pays a fee up to actual  expenses  incurred  at an annual rate of up to
0.75% of the Fund's average daily net assets attributable to Class B and Class C
shares.

Expenses covered under the Plan include sales  commissions,  business,  employee
and financial  advisor  expenses  charged to distribution of Class B and Class C
shares; and overhead appropriately  allocated to the sale of Class B and Class C
shares.  These  expenses  also include  costs of providing  personal  service to
shareholders. A substantial portion of the costs are not specifically identified
to any one of the American Express funds.

The Plan must be  approved  annually  by the board,  including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such  expenditures were made. The Plan
and any  agreement  related  to it may be  terminated  at any  time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect  financial  interest in the  operation  of the Plan or in any
agreement  related  to the Plan,  or by vote of a  majority  of the  outstanding
voting  securities of the Fund's Class B shares or by the Distributor.  The Plan
(or any agreement  related to it) will terminate in the event of its assignment,
as that term is defined in the 1940 Act. The Plan may not be amended to increase
the amount to be spent for distribution  without shareholder  approval,  and all
material  amendments  to the Plan must be  approved  by a majority  of the board
members,  including  a  majority  of the board  members  who are not  interested
persons of the Fund and who do not have a financial interest in the operation of
the Plan or any  agreement  related  to it.  The  selection  and  nomination  of
disinterested  board members is the  responsibility  of the other  disinterested
board members.  No board member who is not an interested  person, has any direct
or  indirect  financial  interest  in the  operation  of the Plan or any related
agreement.  For the most recent fiscal year, under the agreement,  the Fund paid
fees  of  $1,163,215.  The fee is not  allocated  to any one  service  (such  as
advertising,  payments to underwriters,  or other uses).  However, a significant
portion of the fee is generally used for sales and promotional expenses.

Custodian Agreement

The Fund's securities and cash are held by American Express Trust Company,  1200
Northstar Center West, 625 Marquette Ave., Minneapolis, MN 55402-2307, 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.

<PAGE>

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 $105  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 $180
billion.

The Distributor serves individuals and businesses through its nationwide network
of more than 600  supervisory  offices,  more than 3,800 branch offices and more
than 9,400 financial 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,      12/21/78, 6/13/86**     Corporation        NV/MN      11/30       Yes
    Inc.
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP International Fund, Inc.                   7/18/84           Corporation         MN        10/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
    AXP European Equity Fund                                                                                No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
    AXP International Fund                                                                                 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 Fund                                                                      No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   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
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Growth Dimensions Fund                                                                              Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP New Dimensions Fund                                                                                 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 Focus 20 Fund                                                                                        No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   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
---------------------------------------- -------------------- ------------------ ------------ --------- -----------

<PAGE>

---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Ohio Tax-Exempt Fund                                                                                 No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------

*    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.

**   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.
</TABLE>

<PAGE>

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

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

The following is a list of the Fund's board members.  They serve 15 Master Trust
portfolios and 60 American Express mutual funds.

Peter J. Anderson**
Born in 1942
200 AXP Financial Center
Minneapolis, MN

Senior vice  president -  investments  and  director of AEFC.  Vice  president -
investments of the Fund.

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,  Union Pacific
Resources and EXCIDE Corporation (auto parts and batteries).

<PAGE>

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

President, chief executive officer and director of AEFC.

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

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

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), 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. President of the Fund.

<PAGE>

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.

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,  Mr. Thomas,  who is president and Mr. Anderson who is
vice 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:

Frederick C. Quirsfeld
Born in 1947
200 AXP Financial Center
Minneapolis, MN

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

John M. Knight
Born in 1952
200 AXP Financial Center
Minneapolis, MN

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

<PAGE>

COMPENSATION FOR BOARD MEMBERS
--------------------------------------------------------------------------------

During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 27 meetings, received the following compensation:

<TABLE>
<CAPTION>
                               Compensation Table

<S>                                    <C>                                <C>
                                                                          Total cash compensation from
Board member                           Aggregate                          American Express Funds and
                                       compensation from the Fund         Preferred Master Trust Group
H. Brewster Atwater, Jr.                         $3,300                                $117,900
Lynne V. Cheney                                  3,032                                   96,900
Heinz F. Hutter                                  2,975                                   98,400
Anne P. Jones                                    3,302                                  112,400
William R. Pearce                                1,067                                   34,800
Alan K. Simpson                                  3,032                                   96,900
C. Angus Wurtele                                 3,400                                  123,900
</TABLE>

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

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

The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG  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 A

                     DESCRIPTION OF MONEY MARKET SECURITIES

The types of instruments that form the major part of the Fund's  investments are
described below.

Certificates  of Deposit -- A  certificate  of deposit is a  negotiable  receipt
issued by a bank or savings and loan  association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited, plus interest, on the date
specified on the certificate.

Time Deposit -- A time deposit is a non-negotiable deposit in a bank for a fixed
period of time.

Bankers'  Acceptances -- A bankers'  acceptance  arises from a short-term credit
arrangement  designed to enable businesses to obtain funds to finance commercial
transactions.  It is a time draft  drawn on a bank by an exporter or an importer
to obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date.

Commercial  Paper  --  Commercial  paper  is  generally   defined  as  unsecured
short-term  notes  issued in bearer form by large  well-known  corporations  and
finance  companies.  Maturities on  commercial  paper range from one day to nine
months.

Commercial  paper rated A by  Standard & Poor's  Corporation  has the  following
characteristics:   Liquidity  ratios  are  better  than  the  industry  average.
Long-term senior debt rating is "A" or better. The issuer has access to at least
two  additional  channels of  borrowing.  Basic  earnings  and cash flow have an
upward trend with  allowances  made for unusual  circumstances.  Typically,  the
issuer's industry is well  established,  the issuer has a strong position within
its industry and the  reliability  and quality of  management  is  unquestioned.
Issuers  rated  A are  further  rated  by use of  numbers  1, 2 and 3 to  denote
relative strength within this highest classification.

A Prime  rating is the  highest  commercial  paper  rating  assigned  by Moody's
Investors  Services Inc. Issuers rated Prime are further rated by use of numbers
1, 2 and 3 to denote relative strength within this highest classification. Among
the factors  considered  by Moody's in  assigning  ratings for an issuer are the
following:  (1)  management;  (2)  economic  evaluation  of the  industry and an
appraisal of speculative  type risks which may be inherent in certain areas; (3)
competition and customer acceptance of products;  (4) liquidity;  (5) amount and
quality of long-term debt; (6) ten year earnings trends;  (7) financial strength
of a parent company and the relationships  which exist with the issuer;  and (8)
recognition by management of obligations  which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.

Letters of Credit -- A letter of credit is a  short-term  note  issued in bearer
form with a bank letter of credit which provides that the bank pay to the bearer
the amount of the note upon presentation.

U.S.  Treasury Bills -- Treasury bills are issued with  maturities of any period
up to one year.  Three-month  and six-month  bills are currently  offered by the
Treasury on 13-week and 26-week cycles  respectively and are auctioned each week
by the Treasury.  Treasury bills are issued in book entry form and are sold only
on a discount  basis,  i.e., the  difference  between the purchase price and the
maturity value  constitutes  interest income for the investor.  If they are sold
before  maturity,  a portion of the income received may be a short-term  capital
gain.

U.S.  Government  Agency  Securities  --  Federal  agency  securities  are  debt
obligations  which  principally   result  from  lending  programs  of  the  U.S.
government.  Housing  and  agriculture  have  traditionally  been the  principal
beneficiaries  of Federal credit  programs,  and agencies  involved in providing
credit to agriculture and housing account for the bulk of the outstanding agency
securities.

<PAGE>

Repurchase  Agreements -- A repurchase  agreement  involves the  acquisition  of
securities by the Fund,  with the concurrent  agreement by a bank (or securities
dealer if permitted by law or  regulation),  to reacquire the  securities at the
Fund's cost, plus interest, within a specified time. The Fund thereby receives a
fixed rate of return on this  investment,  one that is insulated from market and
rate  fluctuations  during  the  holding  period.  In  these  transactions,  the
securities  acquired by the Fund have a total value equal to or in excess of the
value of the  repurchase  agreement and are held by the Fund's  custodian  until
required.

Floating rate instruments -- These instruments pay interest at a rate tied to an
external  interest  rate.  The rate  changes  whenever  there is a change in the
external interest rate.

If AEFC becomes aware that a security owned by the Fund is downgraded  below the
second  highest  rating,  AEFC will either sell the security or recommend to the
Fund's board why it should not be sold.

<PAGE>


<PAGE>

INDEPENDENT AUDITORS' REPORT

THE BOARD AND SHAREHOLDERS
AXP MONEY MARKET SERIES, INC.

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments in securities, of AXP Cash Management Fund (a series
of AXP Money Market Series, Inc.) as of July 31, 1999, and the related statement
of operations for the year then ended, the statements of changes in net assets
for each of the years in the two-year period then ended, and the financial
highlights for each of the years in the five-year period ended July 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 July 31, 1999, by correspondence with the custodian.
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 Cash Management Fund as of
July 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.



KPMG LLP
Minneapolis, Minnesota
September 3, 1999
<PAGE>

FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AXP CASH MANAGEMENT FUND

<TABLE>
<CAPTION>
JULY 31, 1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                  <C>
ASSETS
---------------------------------------------------------------------------------------------------------------------------
Investments in securities, at value (Note 1)
   (identified cost $5,316,407,557)                                                             $5,316,407,557
Cash in bank on demand deposit                                                                      31,928,338
Accrued interest receivable                                                                          5,577,170
---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                     5,353,913,065
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------------------------------------------------------------
Dividends payable to shareholders                                                                    4,577,027
Accrued investment management services fee                                                              44,379
Accrued distribution fee                                                                                 3,931
Accrued transfer agency fee                                                                             30,963
Accrued administrative services fee                                                                      3,361
Other accrued expenses                                                                               1,281,170
---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                    5,940,831
---------------------------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding capital stock                                              $5,347,972,234
===========================================================================================================================

---------------------------------------------------------------------------------------------------------------------------
REPRESENTED BY
---------------------------------------------------------------------------------------------------------------------------
Capital stock-- $.01 par value (Note 1)                                                         $   53,481,165
Additional paid-in capital                                                                       5,294,531,975
Excess of distributions over net investment income                                                         (1)
Accumulated net realized gain (loss)                                                                  (40,905)
---------------------------------------------------------------------------------------------------------------------------
Total -- representing net assets applicable to outstanding capital stock                         5,347,972,234
===========================================================================================================================
Net assets applicable to outstanding shares:            Class A                                 $5,032,067,066
                                                        Class B                                 $  191,892,847
                                                        Class Y                                 $  124,012,321
Net asset value per share of outstanding capital stock: Class A shares     5,032,101,654        $         1.00
                                                        Class B shares       191,956,882        $         1.00
                                                        Class Y shares       124,057,980        $         1.00
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.
<PAGE>

STATEMENT OF OPERATIONS
AXP CASH MANAGEMENT FUND

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1999
----------------------------------------------------------------------------------------------------
<S>                                                                        <C>
INVESTMENT INCOME
----------------------------------------------------------------------------------------------------
Income:
Interest                                                                   $244,544,562
----------------------------------------------------------------------------------------------------
Expenses (Note 2):
Investment management services fee                                           12,747,131
Distribution fee-- Class B                                                    1,163,215
Transfer agency fee                                                           8,641,754
Incremental transfer agency fee
   Class A                                                                      530,057
   Class B                                                                       25,507
Administrative services fees and expenses                                     1,174,621
Compensation of board members                                                    25,249
Custodian fees                                                                  321,510
Printing and postage                                                          2,224,130
Registration fees                                                             1,077,894
Audit fees                                                                       34,000
Other                                                                            18,433
----------------------------------------------------------------------------------------------------
Total expenses                                                               27,983,501
   Earnings credits on cash balances (Note 2)                                (1,629,770)
----------------------------------------------------------------------------------------------------
Total net expenses                                                           26,353,731
Investment income (loss) -- net                                             218,190,831
----------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) -- NET
----------------------------------------------------------------------------------------------------
Net realized gain (loss) on security transactions (Note 3)                      (23,649)
----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $218,167,182
====================================================================================================
</TABLE>


See accompanying notes to financial statements.
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
AXP CASH MANAGEMENT FUND

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,                                                                     1999          1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                 <C>
OPERATIONS AND DISTRIBUTIONS
---------------------------------------------------------------------------------------------------------------------------
Investment income (loss)-- net                                                  $   218,190,831     $   185,863,332
Net realized gain (loss) on security transactions                                       (23,649)            (14,033)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                     218,167,182         185,849,299
---------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
   Net investment income
      Class A                                                                      (207,307,884)       (176,898,260)
      Class B                                                                        (6,033,815)         (5,060,497)
      Class Y                                                                        (4,849,592)         (3,905,091)
---------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                (218,191,291)       (185,863,848)
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS AT CONSTANT $1 NET ASSET VALUE
---------------------------------------------------------------------------------------------------------------------------
Proceeds from sales
   Class A shares                                                                15,895,546,321      14,512,175,142
   Class B shares                                                                   357,419,278         160,192,750
   Class Y shares                                                                   144,373,795         153,296,666
Reinvestment of distributions at net asset value
   Class A shares                                                                   200,256,963         173,914,283
   Class B shares                                                                     5,765,017           5,007,204
   Class Y shares                                                                     4,610,370           3,791,823
Payments for redemptions
   Class A shares                                                               (14,989,493,703)    (13,854,237,469)
   Class B shares (Note 2)                                                         (268,882,804)       (214,354,911)
   Class Y shares                                                                   (97,343,660)       (146,664,783)
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets from capital share transactions                 1,252,251,577         793,120,705
Total increase (decrease) in net assets                                           1,252,227,468         793,106,156
Net assets at beginning of year                                                   4,095,744,766       3,302,638,610
---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                                      $  5,347,972,234     $ 4,095,744,766
===========================================================================================================================
Undistributed (excess of distributions over) net investment income             $             (1)    $           459
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

AXP CASH MANAGEMENT FUND

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Money Market Series, Inc. and is registered under
the Investment Company Act of 1940 (as amended) as a diversified, open-end
management investment company. The Fund invests in money market securities. AXP
Money Market Series, Inc. has 10 billion authorized shares of capital stock that
can be allocated among the separate series as designated by the board.

The Fund offers Class A, Class B and Class Y shares.

-  Class A shares have no sales charge.
-  Class B shares may be subject to a contingent deferred sales charge and
   automatically convert to Class A shares during the ninth calendar year of
   ownership.
-  Class Y shares have no sales charge and are offered only to qualifying
   institutional investors.

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

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.
<PAGE>

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 all of its
taxable income to shareholders. No provision for income or excise taxes is thus
required.

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

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences, accumulated net realized loss has been decreased by $19,276 and
paid-in capital has been decreased by $19,276.

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 amortization of premium and discount, is
accrued daily.
<PAGE>

2. EXPENSES AND SALES CHARGES
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.
Additional administrative service expenses paid by the Fund are office expenses,
consultants' fees and compensation of officers and employees. Under this
agreement, the Fund also pays taxes, audit and certain legal fees, registration
fees for shares, compensation of board members, corporate filing fees and any
other expenses properly payable by the Fund and approved by the board.

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

-  Class A $24
-  Class B $25
-  Class Y $22

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 for Class A
and $21 for Class B. Under terms of a prior agreement that ended March 31, 1999,
the Fund paid a transfer agency fee at an annual rate per shareholder account of
$20 for Class Y.

<PAGE>

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

Sales charges received by American Express Financial Advisors Inc. for
distributing Class B shares were $1,230,949 for the year ended July 31, 1999.

During the year ended July 31, 1999, the Fund's custodian and transfer agency
fees were reduced by $1,629,770 as a result of earnings credits from overnight
cash balances.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities aggregated
$33,553,901,182 and $32,212,340,010, respectively, for the year ended July 31,
1999. Realized gains and losses 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 July 31,
1999.
<PAGE>

5. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.

FISCAL PERIOD ENDED JULY 31,
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
---------------------------------------------------------------------------------------------------------------------------
                                                                                 CLASS A
                                                               1999      1998      1997       1996       1995

<S>                                                           <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period                          $1.00     $1.00     $1.00      $1.00      $1.00
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:

Net investment income (loss)                                    .05       .05       .05        .05        .05
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                           (.05)     (.05)     (.05)      (.05)      (.05)
---------------------------------------------------------------------------------------------------------------------------
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)                      $5,032    $3,926    $3,094     $2,335     $1,707
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(b)                .57%      .56%      .58%       .63%       .73%
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                    4.65%     5.15%     4.96%      4.97%      4.99%
---------------------------------------------------------------------------------------------------------------------------
Total return                                                   4.71%     5.34%     5.06%      5.12%      5.02%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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.
<PAGE>

<TABLE>
<CAPTION>

FISCAL PERIOD ENDED JULY 31,
---------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
---------------------------------------------------------------------------------------------------------------------------

                                                Class B                                Class Y
                                     1999   1998   1997   1996   1995(b)       1999   1998   1997   1996    1995(b)
<S>                                 <C>    <C>    <C>    <C>    <C>           <C>    <C>    <C>    <C>     <C>
Net asset value,
beginning of period                 $1.00  $1.00  $1.00  $1.00  $1.00         $1.00  $1.00  $1.00  $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:

Net investment
income (loss)                         .04    .04    .04    .04    .02           .05    .05    .05    .05     .02
---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net
investment income                    (.04)  (.04)  (.04)  (.04)  (.02)         (.05)  (.05)  (.05)  (.05)   (.02)
---------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period                       $1.00  $1.00  $1.00  $1.00  $1.00         $1.00  $1.00  $1.00  $1.00   $1.00
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of
period (in millions)                 $192    $98   $147   $273    $98          $124    $72    $62    $57     $86
---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses
to average daily
net assets(d)                        1.32%  1.32%  1.34%  1.38%  1.41%(c)       .56%   .56%   .58%   .62%    .65%(c)
---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment
income (loss) to average
daily net assets                     3.88%  4.38%  4.14%  4.15%  4.73%(c)      4.64%  5.16%  4.96%  4.97%   5.53%(c)
---------------------------------------------------------------------------------------------------------------------------
Total return                         3.94%  4.53%  4.27%  4.33%  2.00%         4.72%  5.33%  5.06%  5.11%   2.31%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Adjusted to an annual basis.
(d) Effective fiscal year 1996, expense ratio is based on total expenses of the
    Fund before reduction of earnings credits on cash balances.
<PAGE>

INVESTMENTS IN SECURITIES

AXP CASH MANAGEMENT FUND
JULY 31, 1999

<TABLE>
<CAPTION>
(Percentages represent value of investments compared to net assets)
--------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT (5.3%)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
Dresdner U.S. Finance
   10-13-99                                    4.93%     $30,000,000        $30,000,000
   01-18-00                                    5.04       10,000,000         10,000,000
   01-19-00                                    5.04        2,000,000          2,000,000
U.S. Bank Minneapolis
   08-09-99                                    4.89       30,000,000         30,000,000
   08-19-99                                    4.86       25,000,000         25,000,000
   09-14-99                                    4.91       25,000,000         25,000,000
   11-17-99                                    5.27       25,000,000         25,000,000
   12-02-99                                    5.00       10,000,000         10,000,000
   04-14-00                                    5.15        5,000,000          5,000,000
UBS Finance Yankee
   01-13-00                                    5.07       10,000,000         10,004,567
Westdeutsche Landesbank Yankee
   08-05-99                                    4.90       30,000,000         30,000,001
   08-06-99                                    4.90       30,000,000         30,000,000
   08-12-99                                    4.88       25,000,000         25,000,000
   10-01-99                                    4.94       25,000,000         25,000,000
--------------------------------------------------------------------------------------------
TOTAL CERTIFICATES OF DEPOSIT
(Cost: $282,004,568)                                                       $282,004,568
--------------------------------------------------------------------------------------------


See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (91.9%)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
AUTOMOTIVE & RELATED (4.4%)
BMW US Capital
   09-07-99                                    5.13%     $13,167,000        $13,096,118
   10-08-99                                    5.18       23,700,000         23,466,970
   10-15-99                                    5.19        9,700,000          9,594,949
   10-21-99                                    5.18       11,151,000         11,020,955
   10-27-99                                    5.22       20,559,000         20,300,185
   10-29-99                                    5.22       14,500,000         14,313,313
Daimler/Chrysler
   08-06-99                                    4.81       30,000,000         29,975,949
   10-05-99                                    5.18       22,900,000         22,684,626
   10-18-99                                    5.22       20,000,000         19,773,533
Ford Motor Credit
   08-10-99                                    4.81       30,000,000         29,959,999
   09-14-99                                    5.11        4,000,000          3,974,600
   10-08-99                                    5.18        9,000,000          8,911,508
GMAC
   08-20-99                                    5.12       21,600,000         21,538,680
   08-24-99                                    4.84        7,000,000          6,977,507
                                                                         -------------------
Total                                                                       235,588,892
--------------------------------------------------------------------------------------------
BANKS AND SAVINGS & LOANS (18.2%)
ABN Amro Canada
   08-03-99                                    4.77       25,000,000         24,990,073
   08-04-99                                    4.77       26,700,000         26,685,864
   10-12-99                                    4.86       25,000,000         24,756,160
   10-14-99                                    4.86       30,000,000         29,699,375
   10-15-99                                    4.85       27,000,000         26,726,400
   10-28-99                                    4.86       20,000,000         19,762,667
ABN Amro North America Finance
   09-02-99                                    4.97       25,000,000         24,886,563
   10-19-99                                    5.20       30,000,000         29,657,333
ANZ (Delaware)
   08-09-99                                    4.82       55,000,000         54,933,826
   09-13-99                                    4.83       46,000,000         45,729,981
   10-06-99                                    5.21       25,000,000         24,759,917
   10-07-99                                    4.85       25,000,000         24,772,861
   10-12-99                                    4.85       30,000,000         29,708,000
   11-08-99                                    5.27       25,000,000         24,639,583


                                   See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>

Deutsche Bank Financial
   08-03-99                                    5.08%     $30,000,000        $29,987,300
   08-10-99                                    4.83       15,000,000         14,979,917
   08-27-99                                    4.83       19,800,000         19,728,572
   09-08-99                                    4.97       24,000,000         23,871,560
   10-18-99                                    5.20       21,800,000         21,554,108
   10-25-99                                    5.22       20,000,000         19,753,706
   10-28-99                                    5.23       20,000,000         19,744,867
Dresdner US Finance
   08-11-99                                    4.82       20,000,000         19,970,606
   08-11-99                                    4.97        6,300,000          6,290,452
   08-13-99                                    4.82       19,800,000         19,765,609
   09-02-99                                    4.99       25,000,000         24,886,104
   11-29-99                                    5.28       25,000,000         24,563,896
First Union Natl Bank
   11-18-99                                    5.06       20,000,000(c)      20,000,000
   05-19-00                                    5.35        3,000,000          3,000,000
Fleet Funding
   08-10-99                                    5.11       16,656,000(b)      16,632,404
   08-13-99                                    4.93       11,937,000(b)      11,915,792
   08-13-99                                    4.97       25,000,000(b)      24,955,222
   08-20-99                                    5.13       20,400,000(b)      20,341,973
   08-26-99                                    5.12       30,147,000(b)      30,035,958
   09-16-99                                    5.15       22,444,000(b)      22,293,974
   09-20-99                                    5.16        1,200,000(b)       1,191,296
GMAC
   10-12-99                                    5.18        9,200,000          9,104,297
   10-18-99                                    5.19       20,000,000         19,774,850
   10-29-99                                    5.20       13,600,000         13,425,580
Morgan Guaranty
   11-29-99                                    5.23       30,000,000(c)      29,999,999
NBD Bank Canada
   09-08-99                                    5.15       38,600,000         38,385,898
Societe Generale North America
   08-02-99                                    4.77       30,000,000         29,992,057
Westpac Capital
   10-19-99                                    4.85       25,000,000         24,733,333
                                                                         -------------------
Total                                                                       972,587,933
--------------------------------------------------------------------------------------------


See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
BROKER DEALERS (12.1%)
Bear Stearns
   08-16-99                                    5.03%     $23,500,000        $23,447,569
   08-18-99                                    5.06       23,000,000         22,941,925
   09-15-99                                    4.86       10,000,000          9,938,283
   09-16-99                                    5.17       25,000,000         24,832,236
   10-04-99                                    5.22       26,000,000         25,757,297
   10-19-99                                    5.22       25,000,000         24,713,333
   10-28-99                                    4.89       17,200,000         16,994,618
   11-19-99                                    4.92        8,000,000          7,880,367
   11-22-99                                    4.92       10,000,000          9,846,733
   02-28-00                                    5.49       10,000,000          9,686,711
   04-07-00                                    5.70       10,000,000          9,617,922
   04-13-00                                    5.69       13,000,000         12,492,354
   04-21-00                                    5.78       10,000,000          9,592,194
Goldman Sachs Group
   08-05-99                                    4.83       21,800,000         21,785,376
   10-13-99                                    4.85       25,000,000         24,753,333
   10-14-99                                    4.85       21,500,000         21,285,000
   10-25-99                                    5.22       30,000,000         29,630,200
   10-27-99                                    4.88       25,000,000         24,705,444
   10-29-99                                    5.23       18,800,000         18,557,480
   11-23-99                                    5.29       22,000,000         21,634,556
   01-07-00                                    5.33       25,000,000(c)      25,000,000
Merrill Lynch
   10-21-99                                    5.16       10,000,000(c)      10,000,000
   01-28-00                                    5.17       20,000,000(c)      20,000,000
Morgan Stanley, Dean Witter, Discover & Co
   08-20-99                                    4.83       20,000,000         19,946,444
Salomon Smith Barney
   08-02-99                                    4.82       19,800,000         19,794,698
   08-10-99                                    4.82       23,700,000         23,668,334
   08-11-99                                    4.82       24,500,000         24,463,992
   08-17-99                                    4.82       14,000,000         13,968,201
   09-03-99                                    5.13        3,800,000          3,781,661
   10-06-99                                    5.19       21,100,000         20,898,155
   10-26-99                                    5.23       25,000,000         24,688,250


                                   See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
UBS Finance (Delaware)
   08-09-99                                    4.90%      $5,000,000         $4,993,888
   10-08-99                                    4.80       10,000,000          9,908,767
   10-12-99                                    4.84       10,000,000          9,902,869
   11-12-99                                    4.85       25,000,000         24,654,778
   12-13-99                                    5.03       20,000,000         19,629,500
                                                                         -------------------
Total                                                                       645,392,468
--------------------------------------------------------------------------------------------

COMMERCIAL FINANCE (12.5%)
Associates Corp North America
   08-30-99                                    5.07       16,800,000         16,729,300
Associates First Capital
   10-20-99                                    5.24       23,900,000         23,621,446
   10-21-99                                    5.23       25,500,000         25,199,709
   10-22-99                                    5.20       25,000,000         24,703,736
Barclays U.S. Funding
   09-09-99                                    5.16       30,000,000         29,829,000
CAFCO
   08-04-99                                    4.81       14,800,000(b)      14,792,090
   08-17-99                                    4.82       25,000,000(b)      24,943,215
   08-23-99                                    5.14       27,000,000(b)      26,911,680
   08-24-99                                    5.09       27,000,000(b)      26,908,740
   08-25-99                                    5.08       25,000,000(b)      24,912,153
   08-25-99                                    5.11       25,000,000(b)      24,911,632
   08-27-99                                    4.83       20,000,000(b)      19,927,850
   09-09-99                                    4.91       25,000,000(b)      24,864,444
   10-22-99                                    5.23       53,000,000(b)      52,368,254
Ciesco LP
   08-19-99                                    5.10       10,200,000         10,172,599
   09-03-99                                    5.13       30,000,000(b)      29,855,217
   10-06-99                                    5.19       28,000,000         27,732,149
   10-18-99                                    5.20       20,000,000         19,774,411
CIT Group Holdings
   08-02-99                                    4.82       26,200,000         26,192,984


See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
Delaware Funding
   08-02-99                                    5.03%     $16,300,000(b)     $16,295,445
   08-02-99                                    5.04       23,100,000(b)      23,093,532
   08-06-99                                    5.10       10,134,000(b)      10,125,386
   08-23-99                                    4.89        7,830,000(b)       7,805,638
   08-25-99                                    5.13       15,000,000(b)      14,946,771
   09-09-99                                    5.15        1,600,000(b)       1,590,898
   09-30-99                                    5.28       10,000,000(b)       9,911,381
   10-22-99                                    5.31       25,000,000(b)      24,697,396
   01-25-00                                    5.61       10,000,000(b)       9,730,033
Household Finance
   08-26-99                                    5.09       12,000,000         11,956,060
Intl Lease Finance
   08-10-99                                    4.81        5,000,000          4,993,333
   09-10-99                                    4.83       23,000,000         22,874,267
   09-17-99                                    4.84       10,000,000          9,935,867
   10-14-99                                    5.18       23,800,000         23,546,133
                                                                         -------------------
Total                                                                       665,852,749
--------------------------------------------------------------------------------------------

COMMUNICATIONS EQUIPMENT & SERVICES (0.8%)
BellSouth Capital Funding
   08-03-99                                    4.87       40,240,000(b)      40,223,669
--------------------------------------------------------------------------------------------

ENERGY (1.2%)
Chevron Transport
   08-04-99                                    4.82       15,000,000(b)      14,991,966
   08-09-99                                    4.92       10,000,000          9,987,725
   08-17-99                                    5.11       15,000,000(b)      14,963,875
   08-19-99                                    4.98        5,000,000(b)       4,986,885
   09-17-99                                    4.84       11,500,000(b)      11,426,247
Petrofina (Delaware)
   09-21-99                                    5.13        5,400,000          5,360,298
                                                                         -------------------
Total                                                                        61,716,996
--------------------------------------------------------------------------------------------


                                   See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
FINANCIAL SERVICES (24.8%)
Corporate Receivables
   08-11-99                                    4.82%     $21,000,000(b)     $20,969,136
   08-11-99                                    4.83       18,000,000(b)      17,973,490
   08-19-99                                    5.13       21,000,000(b)      20,943,253
   08-25-99                                    5.08       25,000,000(b)      24,912,153
   08-30-99                                    5.11       17,400,000(b)      17,326,195
   09-08-99                                    5.16       25,000,000(b)      24,861,063
   09-14-99                                    5.16       22,000,000(b)      21,858,925
   09-23-99                                    5.16       22,600,000(b)      22,426,432
   10-26-99                                    5.23       26,700,000(b)      26,367,051
   10-27-99                                    5.22       21,000,000(b)      20,735,633
   10-29-99                                    5.24       25,000,000(b)      24,676,875
Falcon Asset
   08-25-99                                    5.14        9,700,000(b)       9,665,511
   09-09-99                                    5.19       23,000,000(b)      22,868,133
   09-20-99                                    4.84       23,000,000(b)      22,843,274
   09-27-99                                    5.16       22,360,000(b)      22,175,555
   10-20-99                                    5.23       18,700,000(b)      18,482,472
   11-08-99                                    5.28       23,000,000(b)      22,667,778
   11-18-99                                    5.25       20,945,000(b)      20,614,127
Intl Securitization
   08-20-99                                    5.14        9,000,000(b)       8,974,350
   09-01-99                                    5.14       30,000,000(b)      29,863,466
   09-02-99                                    5.15       26,500,000(b)      26,375,384
   09-02-99                                    5.18       25,000,000(b)      24,881,750
   09-09-99                                    5.17       28,000,000(b)      27,840,088
   11-16-99                                    5.26       10,197,000(b)      10,038,539
   11-16-99                                    5.27       15,262,000(b)      15,024,371
Preferred Receivables
   08-04-99                                    4.94       21,025,000(b)      21,013,460
   08-10-99                                    5.06       14,270,000(b)      14,249,982
   08-12-99                                    5.16       29,100,000(b)      29,050,044
   08-18-99                                    5.26       11,900,000(b)      11,868,763
   09-16-99                                    5.16       25,900,000(b)      25,726,535
   09-21-99                                    5.17       14,010,000(b)      13,906,186
   09-27-99                                    5.17       10,790,000(b)      10,700,821
   10-01-99                                    5.25       25,000,000(b)      24,776,111


See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
Sheffield Receivables
   08-02-99                                    5.15%     $30,000,000(b)     $29,991,416
   08-04-99                                    5.13       15,000,000(b)      14,991,450
   08-13-99                                    4.83       11,600,000(b)      11,579,810
   08-27-99                                    5.17       25,000,000(b)      24,903,438
   08-27-99                                    5.25       13,700,000(b)      13,646,313
   08-30-99                                    5.18       25,000,000(b)      24,892,500
   09-01-99                                    5.14       15,500,000(b)      15,429,458
   09-10-99                                    5.03       18,100,000(b)      17,996,931
   09-14-99                                    5.20       28,900,000(b)      28,713,233
   09-16-99                                    5.21       15,100,000(b)      14,998,079
   09-17-99                                    5.18       24,500,000(b)      24,332,093
   09-23-99                                    5.19       27,000,000(b)      26,791,425
   10-15-99                                    5.23       12,300,000(b)      12,165,752
Variable Funding Capital
   08-05-99                                    5.11       20,000,000(b)      19,985,806
   08-26-99                                    5.13       43,600,000(b)      43,439,091
   09-16-99                                    5.16       25,000,000(b)      24,832,563
   09-21-99                                    5.16       18,300,000(b)      18,164,661
   09-30-99                                    5.17       10,200,000(b)      10,111,337
   10-13-99                                    5.19       20,000,000(b)      19,788,689
Windmill Funding
   08-03-99                                    4.81       15,353,000(b)      15,346,846
   08-10-99                                    4.83       20,000,000(b)      19,973,222
   08-11-99                                    4.83       19,300,000(b)      19,271,575
   08-26-99                                    5.14       25,000,000(b)      24,907,556
   08-27-99                                    5.15       20,900,000(b)      20,819,587
   09-03-99                                    5.17       25,000,000(b)      24,878,639
   09-07-99                                    5.16       27,700,000(b)      27,550,005
   09-15-99                                    5.17       13,600,000(b)      13,510,678
   09-16-99                                    5.16       25,000,000(b)      24,832,563
   09-22-99                                    5.17       25,000,000(b)      24,811,188
   09-27-99                                    4.78       37,000,000(b)      36,717,444
Xerox Credit
   08-04-99                                    5.05        5,000,000          4,997,194
                                                                         -------------------
Total                                                                     1,331,027,448
--------------------------------------------------------------------------------------------


                                   See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
FOOD (0.3%)
Cargill Global
   01-21-00                                    5.57%      $9,000,000(b)      $8,764,230
   03-10-00                                    5.46       10,000,000(b)       9,672,933
                                                                         -------------------
Total                                                                        18,437,163
--------------------------------------------------------------------------------------------

HEALTH CARE (0.9%)
Glaxo Wellcome
   09-07-99                                    4.97       37,800,000(b)      37,602,894
   09-10-99                                    5.02       10,000,000(b)       9,943,169
                                                                         -------------------
Total                                                                        47,546,063
--------------------------------------------------------------------------------------------

INSURANCE (1.6%)
American General
   08-05-99                                    4.81       12,700,000         12,691,516
American General Finance
   08-05-99                                    4.81       12,700,000         12,691,516
   08-18-99                                    4.81       30,000,000         29,927,999
   10-08-99                                    5.18       30,000,000         29,705,025
                                                                         -------------------
Total                                                                        85,016,056
--------------------------------------------------------------------------------------------

MISCELLANEOUS (8.3%)
CXC
   08-03-99                                    4.81       17,800,000(b)      17,792,865
   08-24-99                                    5.08       29,400,000(b)      29,300,824
   08-26-99                                    4.95       25,000,000(b)      24,910,986
   09-01-99                                    5.15       20,000,000(b)      19,908,800
   10-12-99                                    5.22       19,000,000(b)      18,800,811
   10-20-99                                    5.21       22,000,000(b)      21,745,075
   10-20-99                                    5.23       25,000,000(b)      24,709,188
   10-21-99                                    5.22       26,700,000(b)      26,386,186


See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
Thames Asset Global
   08-05-99                                    4.81%     $23,949,000(b)     $23,933,001
   08-05-99                                    4.83       17,862,000(b)      17,850,018
   08-16-99                                    4.83       23,000,000(b)      22,950,729
   08-16-99                                    4.85       69,309,000(b)      69,159,908
   08-20-99                                    4.92        7,500,000(b)       7,479,542
   08-20-99                                    4.98        5,277,000(b)       5,262,430
   08-31-99                                    4.96       20,716,000(b)      20,627,876
   09-15-99                                    4.92       16,635,000(b)      16,531,059
   10-14-99                                    5.25       23,898,000(b)      23,639,603
   10-15-99                                    4.86       25,000,000(b)      24,746,139
USAA Capital
   08-31-99                                    4.82       20,000,000         19,917,333
   10-25-99                                    5.24        9,400,000          9,283,680
                                                                         -------------------
Total                                                                       444,936,053
--------------------------------------------------------------------------------------------

MULTI-INDUSTRY CONGLOMERATES (4.1%)
General Electric Capital
   08-02-99                                    5.13       20,000,000         19,994,306
   08-12-99                                    4.83       11,000,000         10,982,327
   08-23-99                                    4.83       19,900,000         19,838,719
   08-23-99                                    5.11       28,700,000         28,606,669
   08-31-99                                    4.83       25,000,000         24,896,451
General Electric Capital Intl Funding
   09-03-99                                    5.20       25,000,000(b)      24,877,931
   10-04-99                                    5.23       21,500,000         21,298,915
   10-05-99                                    5.22       25,000,000         24,763,042
   10-22-99                                    5.22       25,000,000(b)      24,702,583
General Electric Capital Services
   08-17-99                                    5.13       20,400,000         20,350,677
                                                                         -------------------
Total                                                                       220,311,620
--------------------------------------------------------------------------------------------


                                   See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
COMMERCIAL PAPER (CONTINUED)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
UTILITIES -- ELECTRIC (2.5%)
Natl Rural Utilities
   08-12-99                                    4.82%     $25,000,000        $24,959,917
   09-10-99                                    4.96       25,000,000         24,859,632
   10-26-99                                    5.21       38,100,000         37,625,814
   10-27-99                                    5.22       16,100,000         15,897,319
Northern States Power
   09-28-99                                    5.16       29,000,000         28,756,657
                                                                         -------------------
Total                                                                       132,099,339
--------------------------------------------------------------------------------------------

UTILITIES -- TELEPHONE (0.2%)
SBC Communications Capital
   10-07-99                                    5.17       13,000,000(b)      12,874,276
--------------------------------------------------------------------------------------------

TOTAL COMMERCIAL PAPER
(Cost: $4,913,610,725)                                                   $4,913,610,725
--------------------------------------------------------------------------------------------


See accompanying notes to investments in securities.
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------
LETTERS OF CREDIT (2.3%)
--------------------------------------------------------------------------------------------
ISSUER                                    ANNUALIZED         AMOUNT           VALUE(a)
                                         YIELD ON DATE     PAYABLE AT
                                          OF PURCHASE       MATURITY
<S>                                      <C>             <C>             <C>
Bank of America-
AES Hawaii
   09-24-99                                    5.17%     $30,000,000        $29,764,876
Bank of New York-
River Fuel Trust
   08-04-99                                    4.83       17,136,000(b)      17,126,804
Dresdner US Finance-
ContiFinancial
   08-25-99                                    5.15       20,000,000         19,928,750
Toronto Dominion Bank-
Presbyterian Healthcare Services
   08-11-99                                    5.19        9,000,000          8,985,755
Union Bank Switzerland-
River Fuel Trust
   08-16-99                                    5.06       14,640,000(b)      14,607,141
   09-03-99                                    5.20       30,528,000(b)      30,378,938
--------------------------------------------------------------------------------------------

TOTAL LETTERS OF CREDIT
(Cost: $120,792,264)                                                       $120,792,264
--------------------------------------------------------------------------------------------

TOTAL INVESTMENTS IN SECURITIES
(Cost: $5,316,407,557)(d)                                                $5,316,407,557
============================================================================================
</TABLE>

-------------------------------------------------------------------------------
NOTES TO INVESTMENTS IN SECURITIES
-------------------------------------------------------------------------------

(a) Securities are valued by procedures described in Note 1 to the financial
statements.

(b) Commercial paper sold within terms of a private placement memorandum, exempt
from registration under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under guidelines established by
the board.

(c) Interest rate varies either based on a predetermined schedule or to reflect
current market conditions; rate shown is the effective rate on July 31, 1999.

(d) Also represents the cost of securities for federal income tax purposes at
July 31, 1999.
<PAGE>

FEDERAL INCOME TAX INFORMATION

The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on Form 1099-DIV, Dividends
and Distributions. Shareholders should consult a tax advisor on how to report
distributions for state and local tax purposes.

AXP Cash Management Fund
Fiscal year ended July 31, 1999

CLASS A

INCOME DISTRIBUTIONS TAXABLE AS DIVIDEND INCOME, NONE QUALIFYING FOR DEDUCTION
BY CORPORATIONS.

<TABLE>
<CAPTION>
PAYABLE DATE                                 PER SHARE
<S>                                          <C>
Aug. 27, 1998 ................................$0.00401
Sept. 25, 1998 ................................0.00403
Oct. 27, 1998 .................................0.00438
Nov. 25, 1998 .................................0.00384
Dec. 22, 1998 .................................0.00361
Jan. 25, 1999 .................................0.00419
Feb. 25, 1999 .................................0.00411
March 25, 1999 ................................0.00335
April 26, 1999 ................................0.00361
May 27, 1999 ..................................0.00394
June 24, 1999 .................................0.00337
July 26, 1999 .................................0.00366
TOTAL DISTRIBUTIONS ..........................$0.04610
</TABLE>

<PAGE>

CLASS B

INCOME DISTRIBUTIONS TAXABLE AS DIVIDEND INCOME, NONE QUALIFYING FOR DEDUCTION
BY CORPORATIONS.

<TABLE>
<CAPTION>
PAYABLE DATE                                 PER SHARE
<S>                                          <C>
Aug. 27, 1998 ................................$0.00341
Sept. 25, 1998 ................................0.00344
Oct. 27, 1998 .................................0.00372
Nov. 25, 1998 .................................0.00324
Dec. 22, 1998 .................................0.00305
Jan. 25, 1999 .................................0.00353
Feb. 25, 1999 .................................0.00343
March 25, 1999 ................................0.00278
April 26, 1999 ................................0.00299
May 27, 1999 ..................................0.00326
June 24, 1999 .................................0.00280
July 26, 1999 .................................0.00304
TOTAL DISTRIBUTIONS ..........................$0.03869
</TABLE>

CLASS Y

INCOME DISTRIBUTIONS TAXABLE AS DIVIDEND INCOME, NONE QUALIFYING FOR DEDUCTION
BY CORPORATIONS.

<TABLE>
<CAPTION>
PAYABLE DATE                                 PER SHARE
<S>                                          <C>
Aug. 27, 1998 ................................$0.00401
Sept. 25, 1998 ................................0.00403
Oct. 27, 1998 .................................0.00438
Nov. 25, 1998 .................................0.00384
Dec. 22, 1998 .................................0.00361
Jan. 25, 1999 .................................0.00419
Feb. 25, 1999 .................................0.00411
March 25, 1999 ................................0.00340
April 26, 1999 ................................0.00362
May 27, 1999 ..................................0.00396
June 24, 1999 .................................0.00338
July 26, 1999 .................................0.00368
TOTAL DISTRIBUTIONS ..........................$0.04621
</TABLE>




<PAGE>

<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Cash Management Fund

Jan. 31, 2000 (Unaudited)

Assets
Investments in securities, at value (Note 1)
<S>                 <C>                                                  <C>
   (identified cost $5,831,519,225)                                       $5,831,519,225
Cash in bank on demand deposit                                                36,105,748
Accrued interest receivable                                                    3,314,384
                                                                               ---------
Total assets                                                               5,870,939,357
                                                                           -------------
Liabilities
Dividends payable to shareholders                                              8,583,617
Accrued investment management services fee                                       146,361
Accrued distribution fee                                                          16,986
Accrued transfer agency fee                                                      117,339
Accrued administrative services fee                                               11,063
Other accrued expenses                                                           637,117
                                                                                 -------
Total liabilities                                                              9,512,483
                                                                               ---------
Net assets applicable to outstanding capital stock                        $5,861,426,874
                                                                          ==============

Represented by
Capital stock-- $.01 par value (Note 1)                                   $   58,615,000
Additional paid-in capital                                                 5,802,852,721
Excess of distributions over net investment income                                    (1)
Accumulated net realized gain (loss)                                             (40,846)
                                                                                 -------
Total -- representing net assets applicable to outstanding capital stock  $5,861,426,874
                                                                          ==============
Net assets applicable to outstanding shares: Class A                      $5,438,767,436
                                             Class B                      $  274,723,183
                                             Class Y                      $  147,936,255
Net asset value per share of outstanding capital stock:
                                             Class A shares 5,438,714,206 $         1.00
                                             Class B shares   274,799,061 $         1.00
                                             Class Y shares   147,986,730 $         1.00
                                                              ----------- --------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Cash Management Fund

Six months ended Jan. 31, 2000 (Unaudited)

Investment income
Income:
<S>                                                                        <C>
Interest                                                                   $159,787,100
                                                                           ------------
Expenses (Note 2):
Investment management services fee                                            8,703,692
Distribution fee-- Class B                                                      924,623
Transfer agency fee                                                           5,207,190
Incremental transfer agency fee
   Class A                                                                      444,061
   Class B                                                                       20,603
Administrative services fees and expenses                                       685,728
Compensation of board members                                                    11,715
Custodian fees                                                                  129,500
Printing and postage                                                          1,081,831
Registration fees                                                               435,633
Audit fees                                                                       17,500
Other                                                                             4,920
                                                                                  -----
Total expenses                                                               17,666,996
   Earnings credits on cash balances (Note 2)                                (1,007,715)
                                                                             ----------
Total net expenses                                                           16,659,281
                                                                             ----------
Investment income (loss) -- net                                             143,127,819
                                                                            -----------
Realized and unrealized gain (loss) -- net

Net realized gain (loss) on security transactions (Note 3)                           59
                                                                                     --
Net increase (decrease) in net assets resulting from operations            $143,127,878
                                                                           ------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statements of changes in net assets
AXP Cash Management Fund
                                                                   Jan. 31, 2000       July 31, 1999
                                                                  Six months ended      Year ended
                                                                     (Unaudited)

Operations and distributions
<S>                                                                 <C>            <C>
Investment income (loss)-- net                                      $ 143,127,819  $    218,190,831
Net realized gain (loss) on security transactions                              59           (23,649)
                                                                               --           -------
Net  increase  (decrease)  in net assets  resulting  from  operations 143,127,878       218,167,182
                                                                      -----------       -----------
Distributions to shareholders from:
   Net investment income
      Class A                                                        (134,440,384)    ( 207,307,884)
      Class B                                                          (5,363,529)       (6,033,815)
      Class Y                                                          (3,323,906)       (4,849,592)
                                                                       ----------        ----------
Total distributions                                                  (143,127,819)     (218,191,291)
                                                                     ------------      ------------

Capital share transactions at constant $1 net asset value
Proceeds from sales
   Class A shares                                                   8,797,516,434    15,895,546,321
   Class B shares                                                     287,601,538       357,419,278
   Class Y shares                                                      78,853,942       144,373,795
Reinvestment of distributions at net asset value
   Class A shares                                                     127,803,070       200,256,963
   Class B shares                                                       4,988,577         5,765,017
   Class Y shares                                                       3,123,107         4,610,370
Payments for redemptions
   Class A shares                                                  (8,518,636,090)  (14,989,493,703)
   Class B shares                                                    (209,747,573)     (268,882,804)
   Class Y shares                                                     (58,048,424)      (97,343,660)
                                                                      -----------       -----------
Increase (decrease) in net assets from capital share transactions     513,454,581     1,252,251,577
                                                                      -----------     -------------
Total increase (decrease) in net assets                               513,454,640     1,252,227,468
Net assets at beginning of period                                   5,347,972,234     4,095,744,766
                                                                    -------------     -------------
Net assets at end of period                                        $5,861,426,874   $ 5,347,972,234
                                                                   ==============   ===============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to Financial Statements
(Unaudited as to Jan. 31, 2000)

1. SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
The Fund is a series of AXP Money Market Series,  Inc. and is registered under
the Investment  Company Act of 1940 (as amended) as a diversified,  open-end
management investment company. The Fund nvests in money market securities.
AXP Money Market Series, Inc. has 10 billion authorized  shares of capital
stock that can be  allocated  among the  separate series as designated by the
board.

The Fund  offers  Class A, Class B and Class Y shares.

o Class A shares have no sales charge.

o Class B shares may be  subject  to a  contingent  deferred  sales  charge and
  automatically  convert to Class A shares  during the ninth  calendar  year of
  ownership.

o Class Y  shares  have no  sales  charge  and are  offered  only to  qualifying
  institutional investors.

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

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.

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

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  amortization  of premium and  discount,  is
accrued daily.

2. EXPENSES AND SALES CHARGES
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  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 per shareholder account for this service as follows:

o  Class A $24
o  Class B $25
o  Class Y $22

The Fund has  agreements  with  American  Express  Financial  Advisors Inc. (the
Distributor)  for  distribution  and  shareholder  services.  Under  a Plan  and
Agreement of Distribution, the Fund pays a distribution fee at an annual rate of
0.75% of the Fund's average daily net assets  attributable to Class B shares for
distribution services.

Sales charges received by the Distributor for  distributing  Class B shares were
$962,753 for the six months ended Jan. 31, 2000.

During the six months  ended Jan. 31, 2000,  the Fund's  custodian  and transfer
agency fees were  reduced by  $1,007,715  as a result of earnings  credits  from
overnight cash balances.

3. SECURITIES TRANSACTIONS
Cost  of  purchases   and   proceeds   from  sales  of   securities   aggregated
$20,192,393,081 and $19,677,281,471, respectively, for the six months ended Jan.
31, 2000. Realized gains and losses 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  mutual  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 six months ended
Jan. 31, 2000.
<TABLE>
<CAPTION>
<PAGE>

5. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.

AXP Cash Management Fund Fiscal period ended July 31,

Per share income and capital changesa

                                                                   Class A

                                                2000c      1999      1998       1997       1996

<S>                                             <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period            $1.00     $1.00     $1.00      $1.00      $1.00

Income from investment operations:

Net investment income (loss)                      .02       .05       .05        .05        .05

Less distributions:

Dividends from net investment income             (.02)     (.05)     (.05)      (.05)      (.05)

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)        $5,439    $5,032    $3,926     $3,094     $2,335

Ratio of expenses to average daily net assetsb  0.59%d     .57%      .56%       .58%       .63%

Ratio of net investment income (loss)
to average daily net assets                     5.03%d    4.65%     5.15%      4.96%      4.97%

Total returne                                   2.58%     4.71%     5.34%      5.06%      5.12%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
earnings credits on cash balances. c Six months ended Jan. 31, 2000 (Unaudited).
d Adjusted to an annual basis.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended July 31,
Per share income and capital changesa

                                              Class B                                Class Y

                                   2000c  1999  1998  1997  1996         2000c   1999  1998  1997  1996

Net asset value, beginning
<S>                               <C>    <C>   <C>   <C>   <C>           <C>    <C>    <C>   <C>    <C>
of period                         $1.00  $1.00 $1.00 $1.00 $1.00         $1.00  $1.00  $1.00 $1.00  $1.00

Income from investment operations:

Net investment income (loss)        .02    .04   .04   .04   .04           .02    .05    .05   .05    .05

Less distributions:

Dividends from net
investment income                  (.02)  (.04) (.04) (.04) (.04)         (.02)  (.05)  (.05) (.05)  (.05)

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

Ratios/supplemental data

Net assets, end of period
(in millions)                      $275   $192   $98  $147  $273          $148   $124    $72   $62    $57

Ratio of expenses to average
daily net assetsb                 1.34%d 1.32% 1.32% 1.34% 1.38%          .57%d  .56%   .56%  .58%   .62%

Ratio of net investment
income (loss) to average
daily net assets                  4.34%d 3.88% 4.38% 4.14% 4.15%         5.07%d 4.64%  5.16% 4.96%  4.97%

Total returne                     2.19%  3.94% 4.53% 4.27% 4.33%         2.59%  4.72%  5.33% 5.06%  5.11%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
earnings credits on cash balances. c Six months ended Jan. 31, 2000 (Unaudited).
d Adjusted to an annual basis.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Cash Management Fund
Jan. 31, 2000 (Unaudited)

(Percentages represent value of investments compared to net assets)

Certificates of deposit (12.7%)
Issuer                                     Annualized       Amount           Value(a)
                                          yield on date    payable at
                                           of purchase      maturity

Barclays New York Yankee
<S>   <C>                                      <C>       <C>                <C>
   02-24-00                                    5.72%     $30,000,000        $30,000,000
Canadian Imperial Bank Yankee
   03-09-00                                    5.82       29,500,000         29,500,000
   03-10-00                                    5.82       33,400,000         33,400,000
   03-21-00                                    5.80       30,000,000         30,000,000
   03-23-00                                    5.80       30,000,000         30,000,000
   03-23-00                                    5.81       30,000,000         30,000,000
   03-24-00                                    5.78       25,000,000         25,000,000
   03-27-00                                    5.82       30,000,000         30,000,000
   03-30-00                                    5.81       27,000,000         27,000,000
Societe Generale Yankee
   02-03-00                                    5.90       25,000,000         25,000,000
   03-08-00                                    5.78       33,400,000         33,400,000
   03-16-00                                    6.06       30,000,000         30,000,000
   04-04-00                                    5.90       25,000,000         25,000,000
   04-06-00                                    5.88       30,000,000         30,000,000
   04-07-00                                    5.91       30,000,000         30,000,000
   04-10-00                                    5.88       30,000,000         30,000,000
   06-30-00                                    6.00       25,000,000         25,000,000
U.S. Bank Minneapolis
   04-14-00                                    5.15        5,000,000          5,000,000
Westdeutsche Landesbank Yankee
   02-25-00                                    6.03       26,000,000         26,000,000
   03-07-00                                    5.75       30,000,000         30,000,000
   03-22-00                                    6.15       30,000,000         30,000,000
   03-28-00                                    5.81       25,000,000         25,000,000
   03-30-00                                    6.18       25,000,000         25,000,000
   04-11-00                                    5.88       30,000,000         30,000,000
   04-13-00                                    5.90       28,000,000         28,000,000
   04-20-00                                    5.91       25,000,000         25,000,000
   07-12-00                                    6.08       25,000,000         25,000,000

Total certificates of deposit
(Cost:$742,300,000)                                                        $742,300,000

Automotive & related (3.9%)
DaimlerChrysler North America
   03-13-00                                    6.10       30,000,000         29,792,950
   03-15-00                                    6.01       19,900,000         19,758,096
   04-03-00                                    5.55        5,000,000          4,952,639
   04-10-00                                    5.89       20,000,000         19,776,900
Ford Motor Credit
   02-04-00                                    5.57       35,000,000         34,983,754
   03-03-00                                    5.56       33,000,000         32,842,856
   03-07-00                                    5.61       29,100,000         28,942,133
Toyota Motor Credit
   02-01-00                                    6.00        8,400,000          8,400,000
   02-07-00                                    6.05       25,000,000         24,974,833
   03-01-00                                    5.37       22,300,000         22,203,893
Total                                                                       226,628,054

Banks and savings & loans (24.9%)
Abbey Natl North America
   02-16-00                                    5.68       20,900,000         20,850,624
   02-16-00                                    6.04        7,800,000          7,780,435
   04-10-00                                    5.90       11,200,000         11,074,849
   04-10-00                                    5.91       16,950,000         16,760,273
   04-18-00                                    5.91       30,000,000         29,625,267
ABN Amro Canada
   02-03-00                                    5.93       31,500,000         31,489,623
   02-14-00                                    5.94       25,000,000         24,946,465
   04-07-00                                    5.92       29,500,000         29,183,072
   04-12-00                                    5.93       30,000,000         29,653,283
   07-17-00                                    6.13       20,000,000         19,447,416
ANZ (Delaware)
   02-01-00                                    6.00       30,500,000         30,500,000
   02-14-00                                    6.03       25,000,000         24,945,698
   02-22-00                                    5.85       12,500,000         12,457,490
   03-15-00                                    6.01       19,000,000         18,864,514
   04-13-00                                    5.90       30,000,000         29,650,200
   04-18-00                                    5.89       30,000,000         29,626,550

Bank One Canada
   02-08-00                                    5.94       15,000,000         14,982,704
   02-10-00                                    5.95       23,700,000         23,664,806
   02-23-00                                    5.72       28,000,000         27,902,467
   03-07-00                                    5.80       29,500,000         29,334,513
   03-14-00                                    5.83       26,500,000         26,320,993
   03-15-00                                    5.83       25,000,000         24,827,104
   03-20-00                                    5.80       31,000,000         30,761,920
   03-27-00                                    5.80       25,000,000         24,780,382
   03-29-00                                    5.81       25,000,000         24,772,000
   04-19-00                                    5.91       20,600,000         20,339,341
Deutsche Bank Financial
   02-02-00                                    5.96       21,000,000         20,996,523
   02-07-00                                    5.82       13,300,000         13,287,121
   03-22-00                                    5.80       24,000,000         23,808,333
   03-24-00                                    5.80       23,000,000         22,808,972
   03-30-00                                    5.85       24,000,000         23,775,733
   03-31-00                                    5.76       30,000,000         29,719,258
   04-03-00                                    5.76       30,000,000         29,705,500
   04-05-00                                    5.83       30,000,000         29,692,267
   04-05-00                                    5.87       25,000,000         24,741,778
   04-06-00                                    5.87       45,700,000         45,220,594
   04-12-00                                    5.88       28,600,000         28,272,002
Dresdner US Finance
   02-01-00                                    5.94       25,000,000         25,000,000
   03-08-00                                    5.76       25,000,000         24,856,750
   03-09-00                                    5.76       23,500,000         23,361,605
   03-13-00                                    5.76       25,000,000         24,837,139
   03-14-00                                    5.78        9,600,000          9,535,656
   03-20-00                                    5.76       28,800,000         28,580,352
   03-20-00                                    5.79       25,000,000         24,808,333
   03-28-00                                    5.80       24,400,000         24,181,945
   04-11-00                                    5.88       35,000,000         34,604,597
   04-13-00                                    5.88       25,000,000         24,709,250
   04-27-00                                    5.91       23,000,000         22,679,674
First Union Natl Bank
   05-19-00                                    5.35        3,000,000          3,000,000

Natl Australia Finance (Delaware)
   02-01-00                                    5.94       25,500,000         25,500,000
   02-02-00                                    5.95       25,000,000(b)      24,995,868
   02-03-00                                    5.95       10,000,000          9,996,694
   02-03-00                                    5.96       30,600,000         30,589,868
   02-04-00                                    5.94       35,000,000         34,982,674
   02-04-00                                    5.97       29,000,000         28,985,573
   02-07-00                                    5.95       30,000,000         29,970,300
Societe Generale North America
   03-21-00                                    5.78       20,000,000         19,844,017
   03-21-00                                    5.79       15,000,000         14,882,808
   04-20-00                                    5.91       22,100,000         21,817,261
Westpac Capital
   02-02-00                                    6.02       24,400,000         24,395,920
   07-18-00                                    6.08       18,000,000         17,503,560
Total                                                                     1,460,189,914

Broker dealers (17.4%)
Bear Stearns
   02-04-00                                    5.98       10,000,000          9,995,017
   02-07-00                                    5.86       10,000,000          9,990,250
   02-09-00                                    5.87       25,000,000         24,967,444
   02-15-00                                    5.91       24,600,000         24,543,557
   02-15-00                                    5.98       25,000,000         24,941,958
   02-17-00                                    6.04       22,400,000         22,340,068
   02-28-00                                    5.34       10,000,000          9,960,100
   02-28-00                                    5.99       25,000,000         24,888,250
   04-07-00                                    5.54       10,000,000          9,899,533
   04-13-00                                    5.53       13,000,000         12,857,780
   04-17-00                                    5.91       20,000,000         19,753,422
   04-18-00                                    5.88        8,500,000          8,394,371
   04-19-00                                    5.87       25,000,000         24,685,833
   04-21-00                                    5.61       10,000,000          9,876,889
   04-21-00                                    5.94       30,000,000         29,609,333
Goldman Sachs Group
   02-10-00                                    5.99        8,400,000          8,387,442
   02-18-00                                    6.03       25,000,000         24,929,049
   02-22-00                                    6.10       17,100,000         17,039,352
   02-23-00                                    6.17       25,900,000         25,802,659
   02-25-00                                    6.10       25,000,000         24,898,667
   02-29-00                                    6.18       23,800,000         23,686,157
   03-17-00                                    5.79       26,000,000         25,813,125
   03-23-00                                    5.80       27,000,000         26,780,063
   03-28-00                                    5.80       17,300,000         17,145,261
   04-28-00                                    5.91       30,000,000         29,577,325
   09-05-00                                    5.91       10,000,000(c)      10,000,000
Merrill Lynch
   02-04-00                                    5.85       20,000,000         19,990,250
   02-07-00                                    5.86       25,000,000         24,975,625
   02-10-00                                    5.89       25,000,000         24,963,250
   02-11-00                                    5.91       14,900,000         14,875,581
   03-01-00                                    5.73       10,200,000         10,153,165
Morgan Stanley, Dean Witter, Discover & Co
   02-01-00                                    6.02       30,000,000         30,000,000
   02-08-00                                    6.02       28,000,000         27,967,279
   02-10-00                                    5.89       21,000,000         20,969,130
   02-16-00                                    6.12       19,200,000         19,151,200
   03-22-00                                    5.76       28,500,000         28,273,979
   03-28-00                                    5.78        8,400,000          8,325,128
   03-29-00                                    5.79       25,000,000         24,772,792
   04-14-00                                    5.87       25,000,000         24,705,972
   04-25-00                                    5.91       26,000,000         25,646,313
Salomon Smith Barney
   02-03-00                                    5.90       21,300,000         21,293,018
   02-04-00                                    5.83       27,200,000         27,186,785
   02-04-00                                    6.05       25,000,000         24,987,396
   02-07-00                                    5.96       30,600,000         30,569,654
   02-18-00                                    5.94       25,100,000         25,029,832
   02-22-00                                    5.97       25,000,000         24,913,229
   03-02-00                                    5.83       30,000,000         29,855,000
   04-04-00                                    5.88       30,000,000         29,694,450
Total                                                                     1,019,061,933

Communications equipment & services (3.7%)
BellSouth Capital Funding
   02-17-00                                    5.99       35,000,000(b)      34,907,133
   04-05-00                                    5.80       18,800,000(b)      18,608,156
BellSouth Telecommunications
   02-03-00                                    5.53        9,530,000          9,527,072
   02-04-00                                    5.30       20,000,000         19,991,167
   02-09-00                                    6.13       10,000,000          9,986,389
   02-10-00                                    6.09       25,000,000         24,962,000
   02-18-00                                    6.05       25,900,000         25,826,250
   02-22-00                                    6.07       30,000,000         29,894,125
   02-23-00                                    6.06       26,100,000         26,003,662
   02-25-00                                    6.09       19,100,000         19,022,709
Total                                                                       218,728,663

Energy (1.5%)
Chevron Transport
   02-04-00                                    5.87       10,000,000(b)       9,995,108
   04-17-00                                    5.89       25,000,000(b)      24,692,833

Petrofina (Delaware)
   02-14-00                                    6.03       20,000,000         19,956,522
   02-15-00                                    6.11       10,000,000          9,976,278
   03-10-00                                    5.73       25,000,000         24,849,584
Total                                                                        89,470,325

Financial services (10.6%)
AEGON Funding Corp
   04-24-00                                    5.95       25,000,000(b)      24,661,660
Associates Corp North America
   02-08-00                                    6.26       25,000,000         24,969,618
   02-11-00                                    6.03       19,800,000         19,766,890
   04-03-00                                    5.81       25,000,000         24,752,431
Associates First Capital
   02-24-00                                    6.12       29,000,000         28,886,981
   03-27-00                                    5.76       30,000,000         29,738,292
Barclays U.S. Funding
   02-15-00                                    5.63       30,400,000         30,333,559
   02-29-00                                    5.67       10,700,000         10,653,021
BBV Finance (Delaware)
   03-01-00                                    5.83       25,500,000         25,380,858
BMW US Capital
   02-15-00                                    5.63       16,000,000         15,965,031
   02-16-00                                    6.08        9,200,000          9,176,770
   02-22-00                                    6.07       15,000,000         14,947,063
CIT Group Holdings
   02-02-00                                    5.86       25,000,000         24,995,931
   03-01-00                                    5.77       30,700,000         30,558,046
   03-09-00                                    5.76       30,800,000         30,618,613
Corporate Receivables
   03-14-00                                    5.81       25,000,000(b)      24,831,708
Falcon Asset
   04-17-00                                    5.94       24,500,000(b)      24,196,391
GMAC
   02-01-00                                    5.83       27,700,000         27,700,000
   02-09-00                                    5.83       27,000,000         26,965,080
   02-25-00                                    5.67       13,100,000         13,050,657
   02-28-00                                    5.66       16,200,000         16,131,474
   03-14-00                                    6.02       15,100,000         14,994,652
   04-24-00                                    5.90       26,600,000         26,243,072
   04-26-00                                    5.91       27,400,000         27,022,831
   04-28-00                                    5.90       25,000,000         24,648,375

Household Finance
   03-06-00                                    5.75       30,800,000         30,633,611
Sheffield Receivables
   02-11-00                                    5.91       20,000,000(b)      19,967,222
Total                                                                       621,789,837

Food (1.4%)
Cargill
   02-01-00                                    5.83       30,000,000(b)      30,000,000
Cargill Global
   03-10-00                                    5.31       10,000,000(b)       9,944,267
Heinz (HJ)
   02-09-00                                    6.11       25,000,000         24,966,111
   02-10-00                                    6.13       15,900,000         15,875,673
Total                                                                        80,786,051

Health care (0.8%)
Pfizer
   02-11-00                                    6.11       30,000,000(b)      29,949,167
Schering
   02-28-00                                    6.18       19,600,000         19,509,595
Total                                                                        49,458,762

Household products (0.8%)
Procter & Gamble
   02-14-00                                    5.86       14,000,000         13,970,425
   02-29-00                                    6.05       24,900,000         24,783,413
   03-15-00                                    5.77        8,900,000          8,839,087
Total                                                                        47,592,925

Insurance (0.8%)
American General Finance
   02-03-00                                    5.96       25,000,000         24,991,722
   04-12-00                                    5.90       19,300,000         19,078,088
Total                                                                        44,069,810

Metals (1.3%)
Alcoa
   02-17-00                                    5.66       16,700,000         16,658,064
   04-25-00                                    5.90       17,000,000         16,769,140
   04-25-00                                    5.91       25,000,000         24,659,917
   04-26-00                                    5.90       20,000,000         19,725,167
Total                                                                        77,812,288

Miscellaneous (0.7%)
CXC
   03-14-00                                    5.81       25,000,000(b)      24,831,709
USAA Capital
   02-16-00                                    6.07       19,000,000         18,952,104
Total                                                                        43,783,813

Multi-industry conglomerates (4.0%)
Emerson Electric
   02-16-00                                    6.02       17,700,000         17,655,750
GE Capital Intl Funding
   03-31-00                                    5.80       25,000,000(b)      24,764,410
   04-11-00                                    5.92       30,000,000(b)      29,658,750
   04-27-00                                    5.91       25,000,000(b)      24,651,819
General Electric Capital
   02-15-00                                    5.51       16,700,000         16,664,281
   02-15-00                                    6.19       25,000,000         24,939,917
   03-17-00                                    5.78       32,000,000         31,770,400
General Electric Capital Intl
   02-08-00                                    5.95       27,000,000(b)      26,968,815
   02-17-00                                    5.89       20,000,000(b)      19,947,822
   02-17-00                                    6.14       16,500,000(b)      16,455,120
Total                                                                       233,477,084

Retail (0.1%)
Wal-Mart Stores
   02-28-00                                    5.67        5,300,000(b)       5,277,541

Utilities -- electric (5.8%)
Duke Energy
   02-18-00                                    6.12       26,600,000         26,523,377
   02-22-00                                    6.07       25,000,000         24,911,771
Natl Rural Utilities
   02-23-00                                    5.82       30,000,000         29,893,667
   03-08-00                                    6.09       21,000,000         20,872,950
   03-13-00                                    5.80       16,600,000         16,491,104
   03-23-00                                    6.01       17,700,000         17,550,553
   03-24-00                                    5.97       12,800,000         12,690,546
   03-27-00                                    6.05       22,000,000         21,798,669
   03-28-00                                    6.07       30,000,000         29,719,533
   03-29-00                                    5.80       22,600,000         22,394,246
   03-29-00                                    6.06       30,000,000         29,715,000
   04-04-00                                    5.84       25,000,000         24,747,125
Northern States Power
   03-21-00                                    6.02       20,700,000         20,531,795
UBS Finance (Delaware)
   03-06-00                                    5.75       30,000,000         29,837,933
   03-10-00                                    5.75       15,100,000         15,008,830
Total                                                                       342,687,099

Utilities -- gas (1.0%)
Gateway Fuel
   02-02-00                                    5.83       28,745,000         28,740,345
   02-24-00                                    6.12       30,825,000         30,704,868
Total                                                                        59,445,213

Utilities -- telephone (3.0%)
AT&T
   03-16-00                                    5.74       32,000,000         31,777,066
   03-17-00                                    5.79       30,000,000         29,784,375
   03-20-00                                    5.75       13,900,000         13,794,175
Bell Atlantic Finance Services
   03-13-00                                    5.75        4,000,000          3,973,988
Bell Atlantic Network Funding
   02-07-00                                    6.21       25,000,000         24,974,167
   03-06-00                                    5.83       15,300,000         15,216,190
   03-13-00                                    5.77        3,000,000          2,980,423
GTE Funding
   02-15-00                                    6.01       11,400,000         11,373,400
   02-24-00                                    6.00       14,200,000         14,145,748
   02-29-00                                    5.70        3,200,000          3,185,888
   03-06-00                                    6.00       20,000,000         19,887,233
SBC Communications Capital
   02-08-00                                    5.84        4,200,000          4,195,239
Total                                                                       175,287,892

Total commercial paper
(Cost: $4,795,547,204)                                                   $4,795,547,204

Bank of America-
AES Hawaii
   02-16-00                                    5.86       24,000,000         23,941,500
   03-02-00                                    5.94       20,000,000         19,901,500
   03-03-00                                    5.83       21,600,000         21,492,120
   03-03-00                                    6.04       20,000,000         19,896,494
   03-24-00                                    5.79       29,500,000         29,255,412
   04-14-00                                    5.89       39,300,000         38,836,195
   04-19-00                                    5.89       20,000,000         19,747,800
Bank of New York-
River Fuel Trust
   02-29-00                                    5.78       13,642,000(b)      13,580,990
Toronto Dominion Bank-
Presbyterian Healthcare Services
   02-09-00                                    5.99       10,000,000          9,986,711
   03-08-00                                    5.77       20,000,000         19,885,200
Union Bank Switzerland-
River Fuel Trust
   03-02-00                                    5.78       10,780,000(b)      10,728,346
   03-02-00                                    5.80       16,531,000(b)      16,451,513
   04-03-00                                    5.89       15,715,000(b)      15,557,213
   04-05-00                                    5.93       14,563,000(b)      14,411,027

Total letters of credit
(Cost: $273,672,021)                                                       $273,672,021

See accompanying notes to investments in securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Repurchase agreements (0.3%)
Issuer                                                 Rate            Shares              Value(a)

Morgan Guaranty
   dated 01-31-00, matures 02-01-00, repurchase price
   $10,001,572 (collateralized by U.S. Treasury STRIPS:
<S>                   <C>                              <C>           <C>                  <C>
   total market value $10,199,970)                     5.66%         $10,000,000          $10,000,000

State Street
   dated 01-31-00, matures 02-01-00, repurchase price
   $10,001,583 (collateralized by U.S. Treasury STRIPS:
   total market value $10,201,750                      5.70           10,000,000          10,000,000

Total repurchase agreements
(Cost: $20,000,000)                                                                      $20,000,000

Total investments in securities
(Cost: $5,831,519,225)(d)                                                             $5,831,519,225



 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(c) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Jan. 31, 2000.

(d) Also  represents  the cost of securities  for federal income tax purposes at
Jan. 31, 2000.
</TABLE>

<PAGE>

PART C.    OTHER INFORMATION

Item 23.   Exhibits

(a)      Articles of Incorporation,  as amended Nov. 14, 1991, filed as Exhibit
         No. 1 to Registrant's  Post-Effective Amendment No. 34 to Registration
         Statement No. 2-54516, are incorporated by reference.

(b)      By-laws,  as  amended  January  12,  1989,  filed as  Exhibit  No. 2 to
         Registrant's  Post-Effective Amendment No. 24 to Registration Statement
         No. 2-54516, are incorporated by reference.

(c)      Stock certificate,  filed as Exhibit 4 to Registrant's Amendment No. 12
         to  Registration  Statement No.  2-54516  dated  September 18, 1982, is
         incorporated by reference.

(d)      Investment  Management  Services  Agreement  dated July 1, 1999 between
         Registrant and American Express Financial  Corporation filed as Exhibit
         (d) to  Registrant's  Post-Effective  Amendment No. 49 to  Registration
         Statement No. 2-54516, is incorporated by reference.

(e)      Distribution  Agreement,  dated July 8,  1999,  between  AXP  Utilities
         Income Fund,  Inc.  and American  Express  Financial  Advisors  Inc. is
         incorporated by reference to Exhibit (e) to AXP Utilities  Income Fund,
         Inc.  Post-Effective  Amendment No. 22, to Registration  Statement File
         No.   33-20872  filed  on  or  about  August  27,  1999.   Registrant's
         Distribution  Agreement  differs from the one incorporated by reference
         only by the fact that Registrant is one executing party.

(f)      All employees  are eligible to  participate  in a profit  sharing plan.
         Entry  into the plan is Jan.  1 or July 1. The  Registrant  contributes
         each year an amount up to 15  percent  of their  annual  salaries,  the
         maximum  deductible  amount  permitted  under  Section  404(a)  of  the
         Internal Revenue Code.

(g)(1)   Custodian  Agreement  between  Registrant  and American  Express Trust
         Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to
         Registrant's Amendment No. 47 to Registration Statement No. 2-54516 is
         incorporated by reference.

(g)(2)   Custodian  Agreement Amendment between Registrant and American Express
         Trust  Company,  dated Oct. 9, 1997 is  incorporated  by  reference to
         Exhibit 8(c) to Registrant's  Post-Effective Amendment No. 48 filed on
         or about Sept. 30, 1998.

(h)(1)   Administrative  Services  Agreement  between  Registrant  and American
         Express   Financial   Corporation,   dated  March  20,   1995,   filed
         electronically  as Exhibit 9(e) to  Registrant's  Amendment  No. 47 to
         Registration Statement No. 2-54516 is incorporated by reference.

(h)(2)   License Agreement between the Registrant and IDS Financial Corporation
         dated  Jan.  25,  1988,  filed   electronically  as  Exhibit  9(c)  to
         Registrant's Post-Effective Amendment No. 26 to Registration Statement
         No. 2-54516, is incorporated by reference.

(h)(3)   License  Agreement  dated June 17, 1999,  between the American  Express
         Funds and American Express Company,  filed  electronically  on or about
         September  23,  1999  as  Exhibit  (h)(4)  to AXP  Stock  Fund,  Inc.'s
         Post-Effective  Amendment No. 98 to Registration Statement No. 2-11358,
         is incorporated by reference.

<PAGE>

(h)(4)   Plan and Agreement of Merger dated April 10, 1986,  filed as Exhibit 9
         to  Registrant's  Post-Effective  Amendment  No.  19  to  Registration
         Statement No. 2-54516, is incorporated by reference.

(h)(5)   Agreement and Plan of Reorganization,  dated Sept. 8, 1994, between IDS
         Cash Management Fund, a series of IDS Money Market Series, Inc. and IDS
         Planned Investment  Account,  also a series of IDS Money Market Series,
         Inc., filed  electronically as Exhibit 4 to Registrant's  Pre-Effective
         Amendment No. 1 on Form N-14, is incorporated by reference.

(h)(6)   Transfer Agency Agreement dated March 9, 2000 is filed  electronically
         herewith.

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

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

(k)      Omitted Financial Statements:  Not Applicable.

(l)      Initial Capital Agreements:  Not Applicable.

(m)(1)   Plan and Agreement of  Distribution  between  Registrant  and American
         Express   Financial   Advisors  Inc.,  dated  March  20,  1995,  filed
         electronically  as  Exhibit  15 to  Registrant's  Amendment  No. 47 to
         Registration Statement No. 2-54516 is incorporated by reference.

(m)(2)   Plan and Agreement of  Distribution  For Class C Shares dated March 9,
         2000  between  AXP Bond Fund,  Inc.  and  American  Express  Financial
         Advisors Inc. is  incorporated  by reference to Exhibit  (m)(2) to AXP
         Bond Fund,  Inc.'s  Post-Effective  Amendment  No. 51 to  Registration
         Statement   File  No.  2-51586  filed  on  or  about  June  26,  2000.
         Registrant's  Plan and  Agreement of  Distribution  for Class C Shares
         differs from the one  incorporated  by reference only by the fact that
         Registrant is one executing party.

(n)      Plan under  Section  18f-3  dated  March 2000 is filed  electronically
         herewith.

(o)      Reserved

(p)(1)   Code  of  Ethics  adopted  under  Rule  17j-1  for  Registrant   filed
         electronically  on or about  March 30,  2000 as Exhibit  (p)(1) to AXP
         Market Advantage  Series,  Inc.'s  Post-Effective  Amendment No. 24 to
         Registration Statement No. 33-30770 is incorporated by reference.

(p)(2)   Code of Ethics  adopted under Rule 17j-1 for  Registrant's  investment
         advisor and principal  underwriter  filed  electronically  on or about
         March 30,  2000 as  Exhibit  (p)(2) to AXP  Market  Advantage  Series,
         Inc.'s Post-Effective  Amendment No. 24 to Registration  Statement No.
         33-30770 is incorporated by reference.

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

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

<PAGE>

Item 24.  Persons Controlled by or Under Common Control with Registrant.

          None.

Item 25. Indemnification

The  Articles of  Incorporation  of the  registrant  provide that the Fund shall
indemnify  any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director,  officer, employee or
agent  of the  Fund,  or is or was  serving  at the  request  of the  Fund  as a
director,  officer,  employee or agent of another  company,  partnership,  joint
venture,  trust or other  enterprise,  to any  threatened,  pending or completed
action,  suit or  proceeding,  wherever  brought,  and  the  Fund  may  purchase
liability  insurance  and advance  legal  expenses,  all to the  fullest  extent
permitted  by the laws of the State of  Minnesota,  as now existing or hereafter
amended.  The By-laws of the registrant provide that present or former directors
or  officers  of the Fund made or  threatened  to be made a party to or involved
(including as a witness) in an actual or threatened  action,  suit or proceeding
shall be indemnified by the Fund to the full extent  authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Any  indemnification  hereunder  shall not be  exclusive  of any other rights of
indemnification  to which the  directors,  officers,  employees  or agents might
otherwise  be  entitled.  No  indemnification  shall be made in violation of the
Investment Company Act of 1940.



<PAGE>

<TABLE>
<CAPTION>

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

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

<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

                                IDS Life Series Fund, Inc.                                Director

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

                                IDS Futures Corporation                                   Director and President

                                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

Kenneth I. Chenaut              American Express Company     American Express Tower       President and Chief
Director                                                     World Financial Center       Operating Officer
                                                             New York, NY  10285

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 - Retail
Vice President - Retail         Advisors Inc.                Minneapolis, MN 55440        Distribution Services
Distribution Services

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

Peter A. Gallus                 American Express Financial   IDS Tower 10                 Vice President-Investment
Vice President-Investment       Advisors Inc.                Minneapolis, MN 55440        Administration
Administration

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.

Teresa A. Hanratty              American Express Financial   IDS Tower 10                 Senior Vice
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        President-Field Management
President-Field Management

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

Brian M. Heath                  American Express Financial   IDS Tower 10                 Senior Vice President and
Director, Senior Vice           Advisors Inc.                Minneapolis, MN 55440        General Sales Manager
President and General Sales
Manager

Darryl G. Horsman,              American Express Trust       IDS Tower 10                 Director and President
Vice President                  Company                      Minneapolis, MN 55440

                                American Express Asset                                    Vice President
                                Management International
                                Inc.

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

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 and
Vice President and              Advisors Inc.                Minneapolis, MN 55440        Controller-Advice and
Controller-Advice and Retail                                                              Retail Distribution Group
Distribution Group

                                IDS Life Insurance Company                                Vice President

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

Richard W. Kling,               AMEX Assurance Company       IDS Tower 10                 Director
Director and Senior Vice                                     Minneapolis, MN 55440
President - Insurance Products

                                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.                                             Insurance Products

                                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, Chief Executive
                                                                                          Officer 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-Direct and
President-Direct and                                                                      Interactive Group
Interactive Group

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 - Distribution   Advisors Inc.                Minneapolis, MN 55440        Distribution Channel
Channel Marketing                                                                         Marketing

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

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                 Senior Vice President -
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        Investment Products
President - Investment
Products

                                American Express Trust                                    Vice President
                                Company

                                IDS Certificate Company                                   Director

                                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 Enterprise                                       Director
                                Investment Services, Inc.

                                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-Consumer
Vice President-Consumer         Advisors Inc.                Minneapolis, MN 55440        Marketing
Marketing

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
Vice President-Compensation     Advisors Inc.                Minneapolis, MN 55440        President-Compensation
Services and ARD Product                                                                  Services and ARD Product
Distribution                                                                              Distribution

                                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 - Branded
Vice President - Branded        Advisors Inc.                Minneapolis, MN 55440        Platform Project
Platform Project

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

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

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>

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:
<TABLE>
<CAPTION>
<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-Retail - Retail      None
IDS Tower 10                           Distribution Services
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

Raymond G. Kelly                       Group Vice President-North Texas    None
Suite 250
801 East Campbell Road
Richardson, TX  75081

Richard W. Kling                       Senior Vice President-Insurance     None
IDS Tower 10                           Products
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-Distribution         None
IDS Tower 10                           Channel Marketing
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

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

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

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 Branded Platform     None
IDS Tower 10                           Project
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

Diane M. Ruebling                      Group Vice President-Central        None
Suite 200, Bldg. B                     California/Western Nevada
2200 Douglas Blvd.
Roseville, CA  95661

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 and the Investment  Company
Act, the Registrant,  AXP Money Market Series, Inc., certifies that it meets all
of the requirements for effectiveness of this Registration  Statement under Rule
485(b)  under the  Securities  Act and has duly  caused  this  Amendment  to its
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Minneapolis and State of Minnesota on the 13th
day of June, 2000.


AXP MONEY MARKET SERIES, 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,  this  Amendment  to its
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 13th day of June, 2000.

Signature                                            Capacity


____________________________                         Director
     Peter J. Anderson

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

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

/s/  Lynne V. Cheney*                                Director
     Lynne V. Cheney

/s/  David R. Hubers*                                Director
     David R. Hubers

/s/  Heinz F. Hutter*                                Director
     Heinz F. Hutter

/s/  Anne P. Jones*                                  Director
     Anne P. Jones

/s/  William R. Pearce*                              Director
     William R. Pearce

/s/  Alan K. Simpson*                                Director
     Alan K. Simpson

<PAGE>

Signature                                            Capacity


/s/  John R. Thomas*                                 Director
     John R. Thomas

/s/  C. Angus Wurtele*                               Director
     C. Angus Wurtele


*Signed  pursuant to Directors'  Power of Attorney,  dated Jan. 13, 2000,  filed
electronically herewith as Exhibit (q)(1), by:



/ Leslie L. Ogg
Leslie L. Ogg

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



/s/ Leslie L. Ogg
Leslie L. Ogg

<PAGE>

CONTENTS OF THIS POST-EFFECTIVE  AMENDMENT NO. 51 TO REGISTRATION  STATEMENT NO.
2-54516


This Post-Effective Amendment contains the following papers and documents:

The facing sheet.


Part A.

         AXP Cash Management Fund prospectus.

Part B.

         Statement of Additional  Information for AXP Money Market Series, Inc.,
         AXP Cash Management Fund.

         Financial Statements.

Part C.

         Other information.

         Exhibits.

The signatures.



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