AXP PRECIOUS METALS FUND INC
485BPOS, 2000-05-17
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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.         34        (File No. 2-93745)           [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No.         36        (File No. 811-4132)          [X]

AXP PRECIOUS METALS FUND, INC.
200 AXP Financial Center
Minneapolis, MN  55474

Leslie L. Ogg - 901 S. Marquette Ave., 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 May 30, 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>


AXP PRECIOUS METALS FUND

PROSPECTUS May 30, 2000

AMERICAN EXPRESS FUNDS

AXP Precious Metals Fund seeks to provide  shareholders with long-term growth of
capital.


Please note that this Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

Like all mutual funds,  the Securities and Exchange  Commission has not approved
or disapproved  these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                               3p

Goal                                   3p

Investment Strategy                    3p

Risks                                  5p

Past Performance                       8p

Fees and Expenses                     10p

Management                            11p

Buying and Selling Shares             12p

Valuing Fund Shares                   12p

Investment Options                    12p

Purchasing Shares                     14p


Transactions through Third Parties    17p


Sales Charges                         17p

Exchanging/Selling Shares             21p

Distributions and Taxes               26p


Other Information                     27p


Financial Highlights                  28p

<PAGE>

FUND INFORMATION KEY

Goal and Investment Strategy

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

Risks

The major risk factors associated with the Fund.

Fees and Expenses

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

Management

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

Financial Highlights

Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL


AXP Precious Metals Fund (the Fund) seeks to provide shareholders with long-term
growth of capital.  Because any investment  involves  risk,  achieving this goal
cannot be guaranteed.


INVESTMENT STRATEGY

The Fund is a  non-diversified  mutual fund that primarily invests in securities
of companies engaged in exploration,  mining, processing or distribution of gold
and other  precious  metals  and  related  minerals.  The Fund  also may  invest
directly in such metals and minerals.  Under normal market conditions,  at least
65% of the Fund's total assets are invested in the precious  metal  industry and
at least 50% of its total  assets are invested in foreign  securities.  The Fund
may  invest up to 10% of its total  assets in gold,  diamonds,  silver  bullion,
other precious metals and minerals,  other such metals occurring  naturally with
such metals, securities convertible into metals, and in illiquid securities.

The selection of domestic and foreign  common stocks is the primary  decision in
building the investment portfolio.

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

o  Identifying companies with:

     --   an  interest  in the  precious  metals  industry  (a  company  will be
          considered engaged in exploration,  mining, processing or distribution
          of gold and other  precious  metals and minerals if, as  determined by
          AEFC, at least 50% of the  company's  assets,  revenues,  or operating
          earnings are related to or derived from precious  metals  activities).
          Many of these  companies  are  smaller in size and operate in emerging
          markets.

     --   exploration potential,

     --   effective management,

     --   financial strength, and

     --   price, cost, and reserve advantages over others in the industry.

o  Anticipating market trends.

<PAGE>

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


     --   the security is overvalued relative to alternative investments,


     --   the security has reached AEFC's price objective,

     --   the company has met AEFC's earnings and/or growth expectations,

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

     --   AEFC  wishes  to  minimize   potential   losses  (i.e.,  in  a  market
          down-turn),

     --   AEFC wishes to lock-in profits, and

     --   AEFC identifies a more attractive opportunity.


Although not a primary  investment  strategy,  the Fund also may invest in other
instruments,  such as money market securities, debt obligations (of any rating),
derivative  instruments (such as options,  futures and forward  contracts),  and
convertible  securities.  Due to the size of the  Fund  and the cost of  hedging
devices,  AEFC  has  not  traditionally  attempted  to  hedge  against  currency
fluctuations.

During weak or declining  markets or when growth  opportunities are unavailable,
the Fund may  invest  more of its  assets  in money  market  securities  or debt
obligations.  Although the Fund  primarily  will invest in these  securities  to
avoid losses,  this type of investing also could prevent the Fund from achieving
its investment objective.  Additionally,  in the event that economic, political,
or  financial  conditions  adverse  to gold or metals  industries  or the metals
themselves  occur,  the Fund temporarily may invest over 75% of its total assets
in  U.S.  government  securities  or  investment-grade   short-term  obligations
(denominated either in foreign currencies or U.S. dollars).  During these times,
AEFC may make frequent  securities  trades that could result in increased  fees,
expenses, and taxes. The Fund is not managed with respect to tax-efficiency.


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

<PAGE>

RISKS

This Fund is extremely  volatile and is designed  for  investors  with high risk
tolerance.  Please  remember that with any mutual fund  investment  you may lose
money. Non-diversified mutual funds, however, may have more risk than funds that
have broader  diversification.  Principal risks associated with an investment in
the Fund include:

   Market Risk

   Foreign/Emerging Markets Risk

   Issuer Risk

   Small Company Risk

   Liquidity Risk

   Event Risk

   Inflation Risk

   Sector/Concentration Risk

   Style Risk

Market Risk

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

Foreign/Emerging Markets Risk

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

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

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

<PAGE>

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

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

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.

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>

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.

Event Risk

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

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.

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).


Style Risk

Investments  related  to gold and other  precious  metals and  minerals  involve
extreme risk. They are impacted by a host of world-wide economic,  financial and
political  factors.  Prices of gold and other precious metals (and the companies
involved in the industry)  may fluctuate  sharply over short periods of time due
to  changes  in  inflation  or  expectations   regarding  inflation  in  various
countries,  the  availability of supplies of these precious  metals,  changes in
industrial and commercial demand, exploration fraud, metal sales by governments,
and  government  restrictions  on the private  ownership of precious  metals and
minerals.

<PAGE>

PAST PERFORMANCE

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

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

o    how the Fund's  average  annual total returns  compare to other  recognized
     indexes.

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

<TABLE>
<CAPTION>

Class A Performance (based on calendar years)

<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

- -23.65%   -3.71%    -8.83%    +80.80%   -9.58%    +25.31%   +34.22%   -49.25%   -7.21%    -0.02%
 1990      1991      1992      1993      1994      1995      1996      1997      1998      1999
</TABLE>

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter  was +38.61%  (quarter  ending  March 1996) and the lowest  return for a
calendar quarter was -31.25% (quarter ending December 1997).

The 5.75% sales charge applicable to Class A shares of the Fund is not reflected
in the bar chart;  if reflected,  returns  would be lower than those shown.  The
performance  of Class B and Class Y may vary from that  shown  above  because of
differences in sales charges and fees.

The Fund's year to date return as of March 31, 2000 was -13.61%.

<PAGE>
<TABLE>
<CAPTION>

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

                        1 year          5 years         10 years (A)  Since inception (B&Y)

Precious Metals:
<S>                     <C>              <C>               <C>               <C>

  Class A                -5.77%           -5.68%            -1.99%               --%

  Class B                -4.81%              --%               --%            -5.25%(a)

  Class Y                +0.24%              --%               --%            -3.96%(a)

S&P 500 Index           +21.04%          +28.56%           +18.21%           +27.74%(b)

Lipper Gold Funds Index  +4.39%          -12.48%            -5.81%           -12.01%(b)

(a) Inception date was March 20, 1995.

(b) Measurement period started April 1, 1995.
</TABLE>

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

For purposes of this calculation we assumed:

o    the maximum sales charge for Class A shares,

o    sales at the end of the period and deduction of the  applicable  contingent
     deferred sales charge (CDSC) for Class B shares,

o    no sales charge for Class Y shares, and

o    no adjustments  for taxes paid by an investor on the reinvested  income and
     capital gains.

Standard & Poor's 500 Index (S&P 500 Index), an unmanaged list of common stocks,
is  frequently  used as a  general  measure  of  market  performance.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees. However, the S&P 500 companies may
be generally larger than those in which the Fund invests.

Lipper Gold Funds Index, an unmanaged  index published by Lipper Inc.,  includes
the 30 largest funds that are generally similar to the Fund, although some funds
in the index may have somewhat different investment policies or objectives.

<PAGE>

FEES AND EXPENSES

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

Shareholder Fees (fees paid directly from your investment)

                                            Class A       Class B       Class Y
_______________________________________________________________________________
Maximum sales charge (load)
imposed on purchases(a)
(as a percentage of offering price)         5.75%         none          none
_______________________________________________________________________________
Maximum deferred sales charge
(load) imposed on sales
(as a percentage of offering price
 at time of purchase)                       none(b)       5%            none
________________________________________________________________________________

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

As a percentage of
average daily net assets:                   Class A       Class B       Class Y

Management fees(d)                          0.79%         0.79%         0.79%

Distribution (12b-1) fees                   0.25%         1.00%         0.00%

Other expenses(e)                           0.68%         0.69%         0.73%

Total                                       1.72%         2.48%         1.52%

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

(d)  Includes the impact of a  performance  adjustment  fee that  decreased  the
     management fee by 0.01% for the most recent fiscal year.

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

<PAGE>

Example

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

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

                    1 year           3 years           5 years        10 years

Class A(a)           $740            $1,086            $1,456         $2,493

Class B(b)           $651            $1,073            $1,421         $2,633(d)

Class B(c)           $251              $773            $1,321         $2,633(d)

Class Y              $155              $481              $830         $1,818

(a)  Includes a 5.75% sales charge.

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

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

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

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

MANAGEMENT

Clay Hoes, portfolio manager,  joined AEFC in 1999 as a research analyst.  Prior
to that he was team  leader of the Basic  Materials  research  group at  Scudder
Kemper  Investments  Inc.  and  portfolio  manager  of  the  Scudder  Gold  Fund
(1997-March  1999).  From 1993 to March 1996 he was a steel and resource analyst
for Everen Securities (formerly Kemper Securities).

<PAGE>

Buying and Selling Shares

VALUING FUND SHARES

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

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

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

The Fund's  investments are valued based on market  quotations,  or where market
quotations are not readily available, based on methods selected in good faith by
the board. If the Fund's  investment  policies permit it to invest in securities
that are listed on foreign stock  exchanges that trade on weekends or other days
when the Fund does not  price its  shares,  the value of the  Fund's  underlying
investments  may  change on days  when you  could not buy or sell  shares of the
Fund. Please see the SAI for further information.

INVESTMENT OPTIONS

1.  Class A shares  are sold to the  public  with a sales  charge at the time of
purchase and an annual distribution (12b-1) fee of 0.25%.

2. Class B shares are sold to the public with a contingent deferred sales charge
(CDSC) and an annual distribution fee of 1.00%.

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

<PAGE>

 Investment options summary:

Class A        Maximum sales charge of 5.75%

               Initial sales charge waived or reduced for certain purchases

               Annual distribution fee of 0.25% of average daily net assets*

               Lower annual expenses than Class B shares

Class B        No initial sales charge

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

               CDSC waived in certain circumstances

               Shares convert to Class A in ninth year of ownership

               Annual distribution fee of 1.00% of average daily net assets*

               Higher annual expenses than Class A shares

Class Y        No initial sales charge

               No annual distribution fee

               Service fee of 0.10% of average daily net assets

               Available only to certain qualifying institutional investors

* The Fund has adopted a plan under Rule 12b-1 of the Investment  Company Act of
1940 that allows it to pay distribution and  servicing-related  expenses for the
sale of  Class A and  Class B  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.

Should you purchase Class A or Class B shares?

If your  investments  in American  Express  mutual funds total $250,000 or more,
Class A shares may be the better option  because the sales charge is reduced for
larger  purchases.  If you  qualify  for a waiver of the sales  charge,  Class A
shares will be the best option.

If you  invest  less  than  $250,000,  consider  how long you plan to hold  your
shares. Class B shares have a higher annual distribution fee than Class A shares
and a CDSC for six years.  Class B shares convert to Class A shares in the ninth
calendar  year  of  ownership.  Class  B  shares  purchased  through  reinvested
dividends  and  distributions  also will  convert  to Class A shares in the same
proportion as the other Class B shares. To help you determine what investment is
best for you, consult your financial advisor.

<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.  Once your
account is set up, you can choose among several convenient ways to invest.

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

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

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

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

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

o    criminal penalties for falsifying information.

You also could be subject to backup  withholding,  if the IRS  notifies us to do
so,  because you failed to report  required  interest or  dividends  on your tax
return.

<PAGE>
<TABLE>
<CAPTION>

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

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

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

Custodian account of a minor            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   also  may   obtain   the   form  on  the   Internet   at
(http://www.irs.gov/prod/forms_pubs/).


Three ways to invest

1 By mail:

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


American Express Funds


P.O. Box 74

Minneapolis, MN 55440-0074

Minimum amounts

Initial investment:        $2,000

Additional investments:    $  100

Account balances:          $  300

Qualified accounts:         none

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

<PAGE>

 2 By scheduled investment plan:


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


o    automatic payroll deduction,

o    bank authorization,

o    direct deposit of Social Security check, or

o    other plan approved by the Fund.

Minimum amounts

Initial investment:        $100

Additional investments:    $50/mo. for qualified accounts;
                           $100/mo. for nonqualified accounts

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

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

3 By wire or electronic funds transfer:

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


Norwest Bank Minnesota (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.

Minimum amounts

Each wire investment: $1,000


<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 A -- initial sales charge alternative

When  you  purchase  Class A  shares,  you pay a sales  charge  as  shown in the
following table:

Total investment                     Sales charge as percentage of:

                        Public offering price(a)         Net amount invested

Up to $50,000                      5.75%                           6.10%

$50,000 - $99,999                  4.75                            4.99

$100,000 - $249,999                3.75                            3.90

$250,000 - $499,999                2.50                            2.56

$500,000 - $999,999                2.00*                           2.04*

$1,000,000 or more                 0.00                            0.00

(a)  Offering price includes the sales charge.

*    The sales charge will be waived until Dec. 31, 2000.

<PAGE>

The sales charge on Class A shares may be lower than 5.75% based on the combined
market value of:

o    your current investment in this Fund,

o    your previous investment in this Fund, and

o    investments  you and  your  primary  household  group  have  made in  other
     American  Express  mutual  funds  that have a sales  charge.  (The  primary
     household  group  consists  of  accounts  in any  ownership  for spouses or
     domestic  partners and their  unmarried  children under 21. For purposes of
     this  policy,  domestic  partners  are  individuals  who  maintain a shared
     primary  residence and have joint property or other  insurable  interests.)
     AXP Tax-Free Money Fund and Class A shares of AXP Cash  Management  Fund do
     not have sales charges.

Other Class A sales charge policies:

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

o    if you intend to invest more than $50,000  over a period of 13 months,  you
     can reduce the sales  charges in Class A by filing a letter of intent.  For
     more details, please contact your financial advisor or see the SAI.

Waivers of the sales charge for Class A shares

Sales charges do not apply to:

o    current or retired board members, officers or employees of the Fund or AEFC
     or its  subsidiaries,  their  spouses or domestic  partners,  children  and
     parents.

o    current  or retired  American  Express  financial  advisors,  employees  of
     financial  advisors,  their  spouses or  domestic  partners,  children  and
     parents.

o    registered representatives and other employees of brokers, dealers or other
     financial  institutions  having a sales  agreement  with  the  Distributor,
     including their spouses, domestic partners, children and parents.

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

<PAGE>

o    qualified  employee  benefit plans  offering  participants  daily access to
     American  Express mutual funds.  Eligibility must be determined in advance.
     For assistance,  please contact your financial  advisor.  (Participants  in
     certain  qualified  plans where the initial  sales  charge is waived may be
     subject to a deferred sales charge of up to 4%.)

o    shareholders  who have at least $1 million  invested  in  American  Express
     mutual  funds.  Until Dec.  31,  2000,  the sales  charge does not apply to
     shareholders who have at least $500,000 invested in American Express Mutual
     Funds .If the investment is sold less than one year after purchase,  a CDSC
     of 1% will be charged.  The CDSC will be waived  only in the  circumstances
     described for waivers for Class B shares.

o    purchases  made  within 90 days  after a sale of shares  (up to the  amount
     sold):

     --   of American  Express  mutual  funds in a qualified  plan  subject to a
          deferred sales charge, or

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

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

o    purchases made:

     --   with dividend or capital gain distributions from this Fund or from the
          same class of another  American  Express  mutual fund that has a sales
          charge,

     --   through  or  under a wrap fee  product  or  other  investment  product
          sponsored  by the  Distributor  or another  authorized  broker-dealer,
          investment advisor, bank or investment professional,

     --   within the University of Texas System ORP,

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

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

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

o    shareholders  whose original  purchase was in a Strategist fund merged into
     an American Express fund in 2000.

<PAGE>

Class B -- 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:

             If the sale is made during the: The CDSC percentage rate is:

                      First year                             5%

                      Second year                            4%

                      Third year                             4%

                      Fourth year                            3%

                      Fifth year                             2%

                      Sixth year                             1%

                      Seventh year                           0%

If the amount you are  selling  causes the value of your  investment  in Class B
shares to fall  below the cost of the  shares  you have  purchased,  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. In addition, for Class B the CDSC rate on your sale will be based
on your oldest purchase payment.  The CDSC on the next amount sold will be based
on the next oldest purchase payment.

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.

<PAGE>

Waivers of the sales charge for Class B shares

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

o    in the event of the shareholder's death,

o    held in trust for an employee benefit plan, or

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

     --   at least 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.

EXCHANGING/SELLING SHARES

Exchanges

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

You may make up to three exchanges (1 1/2 round trips) within any 30-day period.
These limits do not apply to scheduled  exchange  programs and certain  employee
benefit plans. Exceptions may be allowed with pre-approval of the Fund.

Other exchange policies:

o    Exchanges must be made into the same class of shares of the new fund.

o    If your  exchange  creates  a new  account,  it must  satisfy  the  minimum
     investment amount for new purchases.

o    Once we receive your exchange request, you cannot cancel it.

o    Shares  of the  new  fund  may  not be used  on the  same  day for  another
     exchange.

o    If your  shares are pledged as  collateral,  the  exchange  will be delayed
     until AECSC receives written approval from the secured party.

<PAGE>

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.  The payment  will be mailed  within seven
days after accepting your request.

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

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

<PAGE>

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

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

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

Two ways to request an exchange or sale of shares

1 By letter:

Include in your letter:

o    the name of the fund(s),

o    the class of shares to be exchanged or sold,

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


o    your Social Security number or Employer Identification number,


o    the dollar amount or number of shares you want to exchange or sell,

o    signature(s) of all registered account owners,

o    for sales, indicate how you want your money delivered to you, and

o    any paper certificates of shares you hold.

Regular mail:

American Express Client Service Corporation

Attn: Transactions

P.O. Box 534

Minneapolis, MN 55440-0534

Express mail:

American Express Client Service Corporation

Attn: Transactions

733 Marquette Ave.

Minneapolis, MN 55402

<PAGE>

2 By telephone:


American Express Client Service Corporation


Telephone Transaction Service

800-437-3133

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

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

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

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

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

<PAGE>

Three ways to receive payment when you sell shares

1 By regular or express mail:

o    Mailed to the address on record.

o    Payable to names listed on the account.

     NOTE:The express mail delivery  charges you pay will vary  depending on the
          courier you select.

2 By wire or electronic funds transfer:

o    Minimum wire: $1,000.

o    Request that money be wired to your bank.


o    Bank account must be in the same  ownership as the American  Express mutual
     fund account.


     NOTE:Pre-authorization  required. For instructions,  contact your financial
          advisor or AECSC.

3 By scheduled payout plan:

o    Minimum payment: $50.

o    Contact  your  financial  advisor or AECSC to set up regular  payments on a
     monthly, bimonthly, quarterly, semiannual or annual basis.

o    Purchasing  new shares  while  under a payout  plan may be  disadvantageous
     because of the sales charges.

<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:

o    you request distributions in cash, or


o    you direct the Fund to invest your  distributions  in the same class of any
     publicly offered American Express mutual fund for which you have previously
     opened an account.


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

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

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


<PAGE>


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

If you buy Class A shares and within 91 days exchange into another fund, you may
not include the sales charge in your calculation of tax gain or loss on the sale
of the  first  fund you  purchased.  The sales  charge  may be  included  in the
calculation of your tax gain or loss on a subsequent sale of the second fund you
purchased.


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.

Other Information

INVESTMENT MANAGER


The investment manager of the Fund is AEFC, located at 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 0.79% 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 the 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.


<PAGE>

Financial Highlights

Fiscal period ended March 31,

<TABLE>
<CAPTION>

Per share income and capital changes(a)

                                                        Class A
<S>                                   <C>        <C>      <C>        <C>       <C>

                                       2000      1999      1998       1997      1996

Net asset value, beginning of period   $5.45     $6.82    $10.47     $13.75     $7.99

Income from investment operations:

Net investment income (loss)            (.02)     (.01)    --          (.08)     (.05)

Net gains (losses)
(both realized and unrealized)          (.48)    (1.31)    (3.46)     (2.54)     5.82

Total from investment operations        (.50)    (1.32)    (3.46)     (2.62)     5.77

Less distributions:

Dividends from net investment income     --       (.05)     (.08)       --       (.01)

Distributions from realized gains        --        --       (.11)      (.66)      --

Total distributions                      --       (.05)     (.19)      (.66)     (.01)

Net asset value, end of period         $4.95     $5.45   $  6.82     $10.47    $13.75


Ratios/supplemental data

Net assets, end of period
(in millions)                            $38       $51       $61        $83      $101

Ratio of expenses to average
daily net assets(b)                     1.69%     1.66%     1.51%      1.50%     1.65%

Ratio of net investment income (loss)
to average daily net assets             (.27%)    (.20%)     .06%      (.58%)    (.64%)

Portfolio turnover rate
(excluding short-term securities)        114%       44%      112%        76%       50%

Total return(c)                        (9.11%)   19.40%)  (32.87%)   (19.91%)   72.10%

(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)  Total return does not reflect payment of a sales charge.
</TABLE>

<PAGE>

Fiscal period ended March 31,
<TABLE>
<CAPTION>

Per share income and capital changes(a)

                                    Class B                                    Class Y
<S>                 <C>       <C>      <C>     <C>     <C>         <C>     <C>       <C>     <C>       <C>

                       2000     1999     1998    1997    1996        2000      1999     1998    1997     1996

Net asset value,
beginning of period   $5.38    $6.73    $10.30  $13.65   $7.99       $5.43     $6.80   $10.52   $13.76   $7.99

Income from investment operations:

Net investment
income (loss)          (.05)    (.05)     (.04)   (.14)   (.09)        --       (.01)     .03     (.05)   (.04)

Net gains (losses)
(both realized and
unrealized)            (.48)   (1.29)    (3.41)  (2.55)   5.75        (.48)    (1.30)   (3.52)   (2.53)   5.81

Total from investment
operations             (.53)   (1.34)    (3.45)  (2.69)   5.66        (.48)    (1.31)   (3.49)   (2.58)   5.77

Less distributions:

Dividends from net
investment income       --      (.01)     (.01)    --      --          --       (.06)    (.12)     --      --

Distributions from
realized gains          --       --       (.11)   (.66)    --          --        --      (.11)    (.66)    --

Total distributions     --      (.01)     (.12)   (.66)    --          --       (.06)    (.23)    (.66)    --

Net asset value,
end of period         $4.85    $5.38     $6.73  $10.30  $13.65       $4.95     $5.43    $6.80   $10.52  $13.76

Ratios/supplemental data

Net assets,
end of period
(in millions)            $9       $8        $9      $8      $3        $--       $--      $--      $--     $--

Ratio of expenses to
average daily
net assets(b)          2.46%    2.46%     2.28%   2.27%   2.31%       1.52%     1.38%    1.26%    1.27%   1.39%

Ratio of net investment income
(loss) to average
daily net assets      (1.04%)   (.97%)    (.74%) (1.46%) (1.18%)      (.19%)     .01%     .36%    (.33%)  (.43%)

Portfolio turnover rate
(excluding short-term
securities)             114%      44%      112%     76%     50%        114%       44%     112%      76%     50%

Total return(c)       (9.78%) (20.02%)  (33.41%) 20.52%) 70.80%      (8.89%)  (19.31%) (32.79%) (19.75%) 72.30%
</TABLE>

(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)  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.

<PAGE>

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

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

American Express Client Service Corporation

P.O. Box 534, Minneapolis, MN 55440-0534

800-862-7919 TTY: 800-846-4852

Web site address:
http://www.americanexpress.com/advisors

You may review and copy  information  about the Fund,  including the SAI, at the
Securities  and Exchange  Commission's  (Commission)  Public  Reference  Room in
Washington,   D.C.  (for  information  about  the  public  reference  room  call
1-202-942-8090).  Reports and other  information about the Fund are available on
the 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 #811-4132

TICKER SYMBOL

Class A: INPMX    Class B: INPBX    Class Y: N/AS-6142-99 R (5/00)

<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                      AXPSM PRECIOUS METALS FUND (the Fund)

                                  May 30, 2000


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

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

<PAGE>

                                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.8

Security Transactions......................................................p.32

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.....................................p.34

Performance Information....................................................p.34

Valuing Fund Shares........................................................p.35

Investing in the Fund......................................................p.37

Selling Shares.............................................................p.39

Pay-out Plans..............................................................p.40

Capital Loss Carryover.....................................................p.41

Taxes......................................................................p.41

Agreements.................................................................p.43

Organizational Information.................................................p.46

Board Members and Officers.................................................p.49

Compensation for Board Members.............................................p.51

Independent Auditors.......................................................p.51

Appendix:  Description of Ratings..........................................p.52

<PAGE>

MUTUAL FUND CHECKLIST

|X|  Mutual  funds  are NOT  guaranteed  or  insured  by any bank or  government
     agency. You can lose money.

|X|  Mutual funds ALWAYS carry investment risks. Some types carry more risk than
     others.

|X|  A higher rate of return typically involves a  higher risk of loss.

|X|  Past performance is not a reliable indicator of future performance.

|X|  ALL mutual funds have costs that lower investment return.

|X|  You can buy some mutual funds by  contacting  them  directly.  Others,
     like this one,  are sold  mainly  through  brokers,  banks,  financial
     planners,  or insurance  agents.  If you buy through  these  financial
     professionals, you generally will pay a sales charge.

|X|  Shop around. Compare a mutual fund with others of the same type before
     you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

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

Dollar-Cost Averaging

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

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

<PAGE>

Dollar-cost averaging:

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

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

Diversify

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

Understand Your Investment

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

<PAGE>

FUNDAMENTAL INVESTMENT POLICIES

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

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

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

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

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

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

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

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and future  contracts or from  investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.  Additionally,  the Fund may purchase gold, silver or
     other precious metals, strategic metals or other metals occurring naturally
     with such metals.

o    Make a loan  of any  part  of its  assets  to  American  Express  Financial
     Corporation (AEFC), to the board members and officers of AEFC or to its own
     board members and officers.

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


o    Issue senior securities, except as permitted under the 1940 Act.


o    Invest less than 25% of its total assets in the precious  metals  industry,
     based  on  current  market  value at the time of  purchase,  unless  market
     conditions temporarily require a defensive investment strategy.

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 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:          Allowable for the Fund?

Agency and Government Securities                                 yes


Borrowing                                                        yes

Cash/Money Market Instruments                                    yes

Collateralized Bond Obligations                                  yes

Commercial Paper                                                 yes

Common Stock                                                     yes

Convertible Securities                                           yes

Corporate Bonds                                                  yes

Debt Obligations                                                 yes

Depositary Receipts                                              yes

Derivative Instruments                                           yes

Foreign Currency Transactions                                    yes

Foreign Securities                                               yes

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

Illiquid and Restricted Securities                               yes

Indexed Securities                                               yes

Inverse Floaters                                                 no

Investment Companies                                             yes

Lending of Portfolio Securities                                  yes

Loan Participations                                              yes

Mortgage- and Asset-Backed Securities                            yes

Mortgage Dollar Rolls                                            no

Municipal Obligations                                            yes

Preferred Stock                                                  yes

Real Estate Investment Trusts                                    yes

Repurchase Agreements                                            yes

Reverse Repurchase Agreements                                    yes

Short Sales                                                      no

Sovereign Debt                                                   yes

Structured Products                                              yes

Variable- or Floating-Rate Securities                            yes

Warrants                                                         yes

When-Issued Securities                                           yes

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

<PAGE>

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

o    In the event economic, political or financial conditions adverse to gold or
     metals  industries or the metals themselves occur, the Fund temporarily may
     invest  over 75% of its  total  assets  in U.S.  government  securities  or
     investment-grade  short-term  obligations  (denominated  either in  foreign
     currencies or U.S. dollars).

o    The Fund may invest up to 10% of its total assets in gold and silver
     bullion, other precious metals, strategic metals and other metals occurring
     naturally with such metals and securities convertible into metals. The Fund
     will invest only in metals and securities  convertible into metals that are
     readily marketable.

o    The Fund  will not  invest  more than 5% of its net  assets in bonds  below
     investment  grade.  Securities that are subsequently  downgraded in quality
     may continue to be held and will be sold only when the  investment  manager
     believes it is advantageous to do so.

o    Under normal market conditions,  the Fund intends to invest at least 50% of
     its total assets in foreign investments.

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

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

o    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin  payments in  connection  with  transactions  in stock index futures
     contracts.

o    The Fund will not  invest  more than 10% of its  assets  in  securities  of
     investment companies.


o    The Fund will not invest in a company to control or manage it.

o    The Fund may  maintain  a portion  of its assets in the form of cash in the
     currencies of countries other than the U.S., Canada and the United Kingdom.
     This could occur because of a distribution from a foreign issuer, or it may
     be done in connection with the purchase or sale of foreign securities.


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.

<PAGE>

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES

RISKS

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

Call/Prepayment Risk

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

Correlation Risk


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


Credit Risk


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


Event Risk

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

Foreign/Emerging Markets Risk

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

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

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

<PAGE>

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

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

Inflation Risk

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

Interest Rate Risk


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


Issuer Risk

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

Legal/Legislative Risk

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

Leverage Risk

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

Liquidity Risk

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

Management Risk

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

<PAGE>

Market Risk

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

Reinvestment Risk

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

Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

See the appendix for a discussion of securities ratings.

<PAGE>

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

Collateralized Bond Obligations

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

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

Commercial Paper

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

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

Common Stock

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

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

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

<PAGE>

Convertible Securities

Convertible securities are bonds, debentures,  notes, preferred stocks, or other
securities  that may be  converted  into common stock of the same or a different
issuer within a particular period of time at a specified price. Some convertible
securities, such as preferred  equity-redemption  cumulative stock (PERCs), have
mandatory  conversion  features.  Others are voluntary.  A convertible  security
entitles the holder to receive interest  normally paid or accrued on debt or the
dividend paid on preferred  stock until the convertible  security  matures or is
redeemed, converted, or exchanged. Convertible securities have unique investment
characteristics in that they generally (i) have higher yields than common stocks
but lower  yields  than  comparable  non-convertible  securities,  (ii) are less
subject to fluctuation in value than the underlying  stock since they have fixed
income characteristics, and (iii) provide the potential for capital appreciation
if the market price of the underlying common stock increases.

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

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

Corporate Bonds

Corporate bonds are debt obligations issued by private corporations, as distinct
from bonds  issued by a government  agency or a  municipality.  Corporate  bonds
typically have four distinguishing features: (1) they are taxable; (2) they have
a par value of $1,000; (3) they have a term maturity,  which means they come due
all at once;  and (4) many are traded on major  exchanges.  Corporate  bonds are
subject  to the  same  concerns  as  other  debt  obligations.  (See  also  Debt
Obligations and High-Yield (High-Risk) Securities.)

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

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

<PAGE>

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 ratings as standards for selecting investments.


See the appendix for a discussion of securities ratings.

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

Depositary Receipts


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


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

<PAGE>

Derivative Instruments


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


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

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


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


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

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

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

<PAGE>

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

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

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


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


Futures contracts may be based on various  securities,  securities indices (such
as the S&P 500 Index),  foreign  currencies and other financial  instruments and
indices.

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

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

<PAGE>

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


         Tax  Treatment.  As permitted  under federal income tax laws and to the
extent the Fund is allowed to invest in futures  contacts,  the Fund  intends to
identify futures contracts as mixed straddles and not mark them to market,  that
is, not treat them as having  been sold at the end of the year at market  value.
If the Fund is using short futures contracts for hedging purposes,  the Fund may
be required to defer recognizing  losses incurred on short futures contracts and
on underlying securities.

Federal income tax treatment of gains or losses from  transactions in options on
futures  contracts  and  indexes  will depend on whether the option is a section
1256 contract. If the option is a non-equity option, the Fund will either make a
1256(d)  election and treat the option as a mixed straddle or mark to market the
option at fiscal  year end and treat the  gain/loss  as 40%  short-term  and 60%
long-term.


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

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the Fund's agent in acquiring the futures  position).  During the
period the futures  contract is open,  changes in value of the contract  will be
recognized as  unrealized  gains or losses by marking to market on a daily basis
to reflect the market  value of the  contract at the end of each day's  trading.
Variation margin payments will be made or received  depending upon whether gains
or  losses  are  incurred.  All  contracts  and  options  will be  valued at the
last-quoted sales price on their primary exchange.


         Other Risks of Derivatives.

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


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

<PAGE>

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

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

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

(See also Foreign Currency Transactions.)

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

Foreign Currency Transactions

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

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

<PAGE>

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an  offsetting  contract  for  purchasing  the foreign  currency,  the Fund will
realize a gain to the  extent  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  the Fund will  suffer a loss to the  extent  the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

<PAGE>

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it  could,  instead  of  purchasing  a put  option,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

<PAGE>

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.

The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(See also Derivative Instruments and Foreign Securities.)

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

Foreign Securities

Foreign securities,  foreign currencies,  and securities issued by U.S. entities
with substantial  foreign operations involve special risks,  including those set
forth  below,  which  are  not  typically  associated  with  investing  in  U.S.
securities.  Foreign companies are not generally subject to uniform  accounting,
auditing,  and financial reporting  standards  comparable to those applicable to
domestic companies.  Additionally,  many foreign stock markets, while growing in
volume of trading  activity,  have  substantially  less volume than the New York
Stock  Exchange,  and  securities of some foreign  companies are less liquid and
more  volatile  than  securities of domestic  companies.  Similarly,  volume and
liquidity in most foreign bond

<PAGE>

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

The risks of foreign  investing  may be magnified  for  investments  in emerging
markets, which may have relatively unstable governments, economies based on only
a  few  industries,  and  securities  markets  that  trade  a  small  number  of
securities.

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,  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.

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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.

Indexed Securities

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

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

Inverse Floaters

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

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

Investment Companies

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

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

<PAGE>

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

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

Loan Participations

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

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

Mortgage- and Asset-Backed Securities

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

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

<PAGE>

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

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

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

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

Mortgage Dollar Rolls

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

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

Municipal Obligations


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


<PAGE>

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

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

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


Taxable  Municipal  Obligations.  There is another type of municipal  obligation
that is subject to federal income tax for a variety of reasons.  These municipal
obligations do not qualify for the federal income exemption because (a) they did
not receive necessary authorization for tax-exempt treatment from state or local
government  authorities,  (b) they exceed certain regulatory  limitations on the
cost of issuance for tax-exempt  financing or (c) they finance public or private
activities  that do not  qualify  for the federal  income tax  exemption.  These
non-qualifying   activities  might  include,  for  example,   certain  types  of
multi-family   housing,   certain  professional  and  local  sports  facilities,
refinancing   of  certain   municipal   debt,   and  borrowing  to  replenish  a
municipality's underfunded pension plan.


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

Preferred Stock

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

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

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

<PAGE>

Real Estate Investment Trusts

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

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

Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

Short Sales


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


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

<PAGE>

Sovereign Debt

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

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

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

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

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

Structured Products

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

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

Variable- or Floating-Rate Securities

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

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

<PAGE>

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.

Warrants

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

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

When-Issued Securities


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


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

<PAGE>

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

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

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

<PAGE>

SECURITY TRANSACTIONS

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


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


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


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


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

When paying a commission  that might not otherwise be charged or a commission in
excess of the amount  another broker might charge,  AEFC must follow  procedures
authorized by the board. To date,  three  procedures have been  authorized.  One
procedure  permits AEFC to direct an order to buy or sell a security traded on a
national  securities  exchange to a specific broker for research services it has
provided.  The second procedure  permits AEFC, in order to obtain  research,  to
direct  an order on an  agency  basis to buy or sell a  security  traded  in the
over-the-counter  market to a firm that does not make a market in that security.
The commission paid generally includes  compensation for research services.  The
third  procedure  permits  AEFC,  in  order to  obtain  research  and  brokerage
services, to cause the Fund to pay a commission in excess

<PAGE>

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.


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


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

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


The Fund paid total  brokerage  commissions  of  $415,673  for fiscal year ended
March 31,  2000,  $196,852  for fiscal year 1999,  and  $372,878 for fiscal year
1998.  Substantially  all firms through whom  transactions were executed provide
research services.

In fiscal year 2000,  transactions  amounting  to 170,000,  on which  $11,500 in
commissions  were  imputed  or  paid,  were  specifically  directed  to firms in
exchange for research services.


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

<PAGE>


The portfolio  turnover rate was 114% in the most recent fiscal year, and 44% in
the year before. Higher turnover rates may result in higher brokerage expenses.


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.

Information  about  brokerage  commissions  paid by the Fund for the last  three
fiscal  years to brokers  affiliated  with AEFC is  contained  in the  following
table:
<TABLE>
<CAPTION>

                          As of the end of Fiscal Year


                                                          2000                             1999             1998


                                                 __________________________           ______________    ____________
<S>              <C>            <C>                <C>             <C>               <C>             <C>


                                                                       Percent of
                                                                        Aggregate
                                                                      Dollar Amount
                                                                           of
                                       Aggregate       Percent of     Transactions       Aggregate       Aggregate
                                     Dollar amount     Aggregate        Involving      Dollar Amount   Dollar Amount
Broker                Nature of     of Commissions     Brokerage       Payment of     of Commissions         of
                     Affiliation    Paid to Broker    Commissions      Commissions    Paid to Broker    Commissions
                                                                                                       Paid to Broker
American           Wholly-owned         $15,315          3.68%            6.22%           $612             $6,300
Enterprise         subsidiary of
Investment         AEFC
Services Inc.
</TABLE>


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)


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.


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
<TABLE>
<CAPTION>

As of the end of the most recent fiscal year, the computation looked like this:
<S>               <C>              <C>                 <C>               <C>             <C>


                                                                                            Net asset value
                       Net assets                            Shares                           of one share
                                                          outstanding
                    ______________    ______________      ____________      __________      ________________
Class A              $38,052,632         divided by       7,684,975            equals            $4.95
Class B                8,660,970                          1,785,865                               4.85
Class Y                    7,079                              1,429                               4.95


</TABLE>

<PAGE>

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

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

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

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

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

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

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

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


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


<PAGE>

INVESTING IN THE FUND

SALES CHARGE


Shares of the Fund are sold at the public  offering  price.  The public offering
price is the NAV of one share  adjusted  for the sales  charge  for Class A. For
Class B and Class Y, there is no  initial  sales  charge so the public  offering
price is the same as the NAV.  Using  the  sales  charge  schedule  in the table
below,  for Class A, the public  offering  price for an  investment of less than
$50,000 made on the last day of the most recent  fiscal year,  is  determined by
dividing the NAV of one share $4.95 by 0.9425  (1.00-0.0575) for a maximum 5.75%
sales charge for a public  offering price of $5.25.  The sales charge is paid to
the Distributor by the person buying the shares.


Class A - Calculation of the Sales Charge

Sales charges are determined as follows:


                                         Sales charge as a percentage of:
                                 _______________________________________________
                                       Public                          Net
Amount of Investment               Offering Price                Amount Invested
____________________             ____________________         __________________
Up to $50,000                           5.75%                        6.10%
$50,000 - $99,999                       4.75                         4.99
$100,000 - $249,999                     3.75                         3.90
$250,000 - $499,999                     2.50                         2.56
$500,000 - $999,999                     2.00*                        2.04*
$1,000,000 or more                      0.00                         0.00
*The sales charge will be waived until Dec. 31, 2000.


The initial sales charge is waived for certain qualified plans.  Participants in
these  qualified  plans may be  subject to a  deferred  sales  charge on certain
redemptions.   The  Fund  will  waive  the  deferred  sales  charge  on  certain
redemptions if the redemption is a result of a participant's death,  disability,
retirement,  attaining age 59 1/2, loans, or hardship withdrawals.  The deferred
sales charge  varies  depending on the number of  participants  in the qualified
plan and total plan assets as follows:

Deferred Sales Charge

                                          Number of Participants

Total Plan Assets                        1-99          100 or more
__________________                     ________       ______________
Less than $1 million                      4%                0%
$1 million or more                        0%                0%

Class A - Reducing the Sales Charge


The market value of your  investments in the Fund determines your sales charges.
For example, suppose you have made an investment that now has a value of $20,000
and you later decide to invest $40,000 more. The value of your investments would
be $60,000. As a result,  your $40,000 investment  qualifies for the lower 4.75%
sales  charge  that  applies  to  investments  of more  than  $50,000  and up to
$100,000.


<PAGE>

Class A - Letter of Intent (LOI)


If you intend to invest more than $50,000 over a period of time,  you can reduce
the sales charge in Class A by filing a LOI and  committing  to invest a certain
amount.  The  agreement  can start at any time and will  remain in effect for 13
months. The LOI start date can be backdated by 90 days. Your investments will be
charged  the sales  charge  that  applies to the amount  you have  committed  to
invest.  Five percent of the commitment amount will be placed in escrow. If your
commitment  amount is reached  within the  13-month  period,  the shares will be
released from escrow.  If you do not invest the commitment  amount by the end of
the 13 months,  the  remaining  unpaid  sales  charge will be redeemed  from the
escrowed shares and the remaining  balance released from escrow.  The commitment
amount does not include purchases in any class of American Express funds,  other
than Class A;  purchases in American  Express  funds held within a wrap product;
and  purchases of AXP Cash  Management  Fund and AXP Tax-Free  Money Fund unless
they are subsequently  exchanged to Class A shares of an American Express mutual
fund within the 13 month period.  A LOI is not an option (absolute right) to buy
shares.


Class Y Shares

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

o    Qualified employee benefit plans* if the plan:


     -   uses a daily transfer recordkeeping service offering participants daily
         access to American Express mutual funds and has


          -    at least $10 million in plan assets or

          -    500 or more participants; or

     -   does not use daily transfer recordkeeping and has


          -    at least $3 million invested in American Express mutual funds or


          -    500 or more participants.


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


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

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

SYSTEMATIC INVESTMENT PROGRAMS

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

<PAGE>

AUTOMATIC DIRECTED DIVIDENDS


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


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

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

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

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

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

REJECTION OF BUSINESS


The  Fund 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.

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.

<PAGE>

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 consult your selling agent or write American
Express Client Service Corporation, P.O. Box 534, Minneapolis, MN 55440-0534, or
call 800-437-3133. Your authorization must be received at least five days before
the date you want your payments to begin.  The initial  payment must be at least
$50. Payments will be made on a monthly,  bimonthly,  quarterly,  semiannual, or
annual basis. Your choice is effective until you change or cancel it.


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

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

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

Plan #2: Redemption of a fixed number of shares

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

<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.

CAPITAL LOSS CARRYOVER


For federal income tax purposes,  the Fund had total capital loss  carryovers of
$36,699,656  at the end of the most recent  fiscal  year,  that if not offset by
subsequent capital gains will expire as follows:

   2006                2007                  2008                    2009
__________         ___________           ___________             __________
$6,151,660         $10,325,855           $15,355,317             $4,866,824

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

TAXES


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

If you buy Class A shares and within 91 days exchange into another fund, you may
not include the sales charge in your calculation of tax gain or loss on the sale
of the  first  fund you  purchased.  The sales  charge  may be  included  in the
calculation of your tax gain or loss on a subsequent sale of the second fund you
purchased.


For example:


You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 5.75%,  you pay $57.50 in sales load. With a NAV of
$9.425 per share,  the value of your  investment  is $942.50.  Within 91 days of
purchasing  that fund,  you decide to exchange out of that fund, now at a NAV of
$11.00 per share, up from the original NAV of $9.425, and purchase into a second
fund,  at a NAV of  $15.00  per  share.  The  value  of your  investment  is now
$1,100.00 ($11.00 x 100 shares).  You cannot use the $57.50 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares.  So
instead of having a $100.00  gain  ($1,100.00 -  $1,000.00),  you have a $157.50
gain  ($1,100.00 - $942.50).  You can include the $57.50 sales load in the basis
of your shares in the second fund.


<PAGE>


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 5.75% ($115) 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.


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

Under 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.

<PAGE>

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   $0.25                      0.800%
Next     0.25                      0.775
Next     0.25                      0.750
Next     0.25                      0.725
Next     1.00                      0.700
Over     2.00                      0.675


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.80% 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.

Before the fee based on the asset charge is paid, it is adjusted for  investment
performance.  The adjustment,  determined monthly,  will be calculated using the
percentage  point  difference  between  the change in the net asset value of one
Class A share of the Fund and the change in the Lipper Gold Oriented Funds Index
(Index).  The  performance  of one  Class A share  of the  Fund is  measured  by
computing the  percentage  difference  between the opening and closing net asset
value of one  Class A share of the  Fund,  as of the  last  business  day of the
period  selected  for   comparison,   adjusted  for  dividend  or  capital  gain
distributions  which are treated as  reinvested  at the end of the month  during
which the  distribution  was  made.  The  performance  of the Index for the same
period is  established  by  measuring  the  percentage  difference  between  the
beginning  and  ending  Index for the  comparison  period.  The  performance  is
adjusted for dividend or capital gain  distributions  (on the  securities  which
comprise  the Index),  which are treated as  reinvested  at the end of the month
during which the  distribution was made. One percentage point will be subtracted
from the calculation to help assure that incentive  adjustments are attributable
to AEFC's  management  abilities rather than random  fluctuations and the result
multiplied by 0.01%. That number will be multiplied times the Fund's average net
assets for the comparison period and then divided by the number of months in the
comparison period to determine the monthly adjustment.


<PAGE>


Where the Fund's Class A share  performance  exceeds that of the Index, the base
fee  will  be  increased.  Where  the  performance  of  the  Index  exceeds  the
performance  of the Fund's Class A share,  the base fee will be  decreased.  The
maximum  monthly  increase or decrease  will be 0.12% of the Fund's  average net
assets on an annual basis.

The 12 month comparison period rolls over with each succeeding month, so that it
always  equals 12  months,  ending  with the  month  for  which the  performance
adjustment is being  computed.  The  adjustment  decreased the fee by $7,538 for
fiscal year 2000.

The management fee is paid monthly.  Under the agreement,  the total amount paid
was $443,641 for fiscal year 2000,  $508,640 for fiscal year 1999,  and $578,106
for fiscal year 1998.

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  $106,303  for fiscal year 2000,  $146,807  for fiscal year 1999,  and
$137,826 for fiscal year 1998.


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    $0.25                     0.060%
Next      0.25                     0.055
Next      0.25                     0.050
Next      0.25                     0.045
Next      1.00                     0.040
Over      2.00                     0.035


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.060% 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 $33,429  for fiscal  year  2000,  $39,166  for
fiscal year 1999, and $49,033 for fiscal year 1998.


Transfer Agency Agreement

The Fund has a Transfer  Agency  Agreement with American  Express Client Service
Corporation   (AECSC).   This  agreement  governs  AECSC's   responsibility  for
administering and/or performing transfer agent functions,  for acting as service
agent in connection with dividend and distribution  functions and for performing
shareholder  account  administration  agent  functions  in  connection  with the
issuance,  exchange and redemption or repurchase of the Fund's shares. Under the
agreement,  AECSC will earn a fee from the Fund  determined by  multiplying  the
number of  shareholder  accounts at the end of the day by a rate  determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.00  per year,  for Class B is $20.00  per year and for Class Y is
$17.00  per year.  The fees paid to AECSC may be  changed  by the board  without
shareholder approval.

<PAGE>

DISTRIBUTION AGREEMENT

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


Under a Distribution  Agreement,  sales charges deducted for  distributing  Fund
shares are paid to the Distributor  daily. These charges amounted to $87,569 for
fiscal year 2000. After paying commissions to personal financial  advisors,  and
other expenses,  the amount retained was $(9,725). The amounts were $160,476 and
$31,703 for fiscal year 1999, and $255,594 and $31,958 for fiscal year 1998.


Part of the sales charge may be paid to selling dealers who have agreements with
the Distributor. The Distributor will retain the balance of the sales charge. At
times the entire sales charge may be paid to selling dealers.

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.  During  the most
recent fiscal year, the Fund also paid a shareholder service fee with respect to
Class A and Class B shares at a rate of 0.175% of average daily net assets.  The
Shareholder  Service Agreement for Class A and Class B shares was converted to a
Plan and Agreement of Distribution effective July 1, 1999.

PLAN AND AGREEMENT OF DISTRIBUTION

For Class A and Class B 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
0.25% of the Fund's average daily net assets  attributable to Class A shares and
up to 1.00% for Class B shares.

Expenses covered under this Plan include sales commissions;  business,  employee
and financial  advisor  expenses  charged to distribution of Class A and Class B
shares; and overhead appropriately  allocated to the sale of Class A and Class B
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 mutual 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 relevant  class of 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,  the Fund paid fees of
$87,460 for Class A shares and  $86,179 for Class B shares.  For Class A shares,
these fees were  based on the 0.25% fee in effect as of July 1,  1999.  The Plan
was not  effective  with  respect to Class A shares  prior to July 1, 1999.  For
Class B shares,  these  fees were based on the 1.00% fee in effect as of July 1,
1999 and the 0.75% fee in effect prior thereto.  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.


<PAGE>

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.

The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

ORGANIZATIONAL INFORMATION

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

SHARES

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

VOTING RIGHTS

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

Dividend Rights

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

AMERICAN EXPRESS FINANCIAL CORPORATION

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


In  addition  to  managing  assets of more than $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.

AEFA 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, Inc.        12/21/78,         Corporation        NV/MN       11/30       Yes
                                           6/13/86***

AXP International Fund, Inc.                 7/18/84          Corporation          MN        10/31       Yes

AXP Investment Series, Inc.            1/18/40, 6/13/86***    Corporation        NV/MN        9/30

   AXP Diversified Equity Income Fund                                                                    Yes

   AXP Mutual                                                                                            Yes

AXP Managed Series, Inc.                     10/9/84          Corporation          MN         9/30

   AXP Managed Allocation Fund                                                                           Yes

AXP Market Advantage Series, Inc.            8/25/89          Corporation          MN         1/31

   AXP Blue Chip Advantage Fund                                                                          Yes

   AXP International Equity Index                                                                         No
   Fund

   AXP Mid Cap Index Fund                                                                                 No

   AXP Nasdaq 100 Index Fund                                                                              No

   AXP S&P 500 Index Fund                                                                                 No

   AXP Small Company Index Fund                                                                          Yes

   AXP Total Stock Market Index Fund                                                                      No

AXP Money Market Series, Inc.          8/22/75, 6/13/86***    Corporation        NV/MN        7/31

   AXP Cash Management Fund                                                                              Yes

AXP New Dimensions Fund, Inc.          2/20/68, 6/13/86***    Corporation        NV/MN        7/31       Yes

AXP Precious Metals Fund, Inc.               10/5/84          Corporation          MN         3/31        No

AXP Progressive Fund, Inc.             4/23/68, 6/13/86***    Corporation        NV/MN        9/30       Yes

AXP Selective Fund, Inc.               2/10/45, 6/13/86***    Corporation        NV/MN        5/31       Yes

AXP Stock Fund, Inc.                   2/10/45, 6/13/86***    Corporation        NV/MN        9/30       Yes

AXP Strategy Series, Inc.                    1/24/84          Corporation          MN         3/31

   AXP Equity Value Fund**                                                                               Yes

   AXP Small Cap Advantage Fund                                                                          Yes

   AXP Strategy Aggressive Fund**                                                                        Yes

AXP Tax-Exempt Series, Inc.            9/30/76, 6/13/86***    Corporation        NV/MN       11/31

   AXP Intermediate Tax-Exempt Fund                                                                      Yes

   AXP Tax-Exempt Bond Fund                                                                              Yes

AXP Tax-Free Money Fund, Inc.          2/29/80, 6/13/86***    Corporation        NV/MN       12/31       Yes

AXP Utilities Income Fund, Inc.              3/25/88          Corporation          MN         6/30       Yes

AXP California Tax-Exempt Trust              4/7/86             Business           MA         6/30
                                                               Trust****

   AXP California Tax-Exempt Fund                                                                         No

AXP Special Tax-Exempt Series Trust          4/7/86             Business           MA         6/30
                                                               Trust****

   AXP Insured Tax-Exempt Fund                                                                           Yes

   AXP Massachusetts Tax-Exempt Fund                                                                      No

   AXP Michigan Tax-Exempt Fund                                                                           No

   AXP Minnesota Tax-Exempt Fund                                                                          No

   AXP New York Tax-Exempt Fund                                                                           No

   AXP Ohio Tax-Exempt Fund                                                                               No
</TABLE>

<PAGE>

*    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.

<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 58 American Express mutual funds.


Peter J. Anderson**
Born in 1942
IDS Tower 10
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).


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

President, chief executive officer and director of AEFC.

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

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

<PAGE>

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


Attorney  and  telecommunications   consultant.  Former  partner,  law  firm  of
Sutherland, Asbill & Brennan. Director, Motorola, Inc. (electronics), 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.


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

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

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

<PAGE>


The board has appointed  officers who are  responsible  for day-to-day  business
decisions based on policies it has established.  In addition to Mr. Carlson, who
is chairman of the board, 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
IDS Tower 10
Minneapolis, MN

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

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

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

COMPENSATION FOR BOARD MEMBERS

During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 24 meetings, received the following compensation:
<TABLE>
<CAPTION>

                               Compensation Table

<S>                                    <C>                                 <C>

                                                                            Total cash compensation from
                                                 Aggregate                  American Express Funds and
Board member                              compensation from the Fund        Preferred Master Trust Group
_______________________                   __________________________        ____________________________
H. Brewster Atwater, Jr.                            $1,175                            $116,625
Lynne V. Cheney                                      1,030                             110,225
Heinz F. Hutter                                      1,000                             106,050
Anne P. Jones                                          930                             103,775
William R. Pearce                                    1,100                             112,100
Alan K. Simpson                                        930                             103,825
C. Angus Wurtele                                     1,133                             113,900
</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

                             DESCRIPTION OF RATINGS

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

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

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

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

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

     o    Nature of and provisions of the obligation.

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

Investment Grade

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

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

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

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

<PAGE>

Speculative grade

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

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

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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

<PAGE>

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

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

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

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

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

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

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

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

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

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

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

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

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

<PAGE>

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

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

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

                         Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

         SP-3     Speculative capacity to pay principal and interest.

                           Moody's Short-Term Ratings

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP PRECIOUS METALS FUND, INC.

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities,  of AXP Precious Metals Fund, Inc. as
of March 31, 2000,  and the related  statement of  operations  for the year then
ended and the  statements  of changes in net assets for each of the years in the
two-year  period ended March 31, 2000 and the financial  highlights  for each of
the  years in the  five-year  period  ended  March  31,  2000.  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 auditing standards generally accepted
in the  United  States of  America.  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 March 31, 2000, 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 Precious Metals Fund, Inc.
as of March 31,  2000,  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 accounting  principles generally accepted in
the United States of America.


/s/ KPMG LLP
    KPMG LLP
Minneapolis, Minnesota
May 5, 2000
<PAGE>
<TABLE>
<CAPTION>

Financial   Statements

Statement  of  assets  and  liabilities
AXP Precious Metals Fund, Inc.

March 31, 2000

Assets
Investments in securities at value (Note 1)
<S>                                                                                   <C>
  (identified cost $50,950,058)                                                       $47,893,890
Cash in bank on demand deposit                                                            188,329
Dividends and accrued interest receivable                                                 170,112
                                                                                          -------
Total assets                                                                           48,252,331
                                                                                       ----------
Liabilities
Payable upon return of securities loaned (Note 4)                                       1,440,000
Accrued investment management services fee                                                  1,009
Accrued distribution fee                                                                      491
Accrued transfer agency fee                                                                   549
Accrued administrative services fee                                                            76
Other accrued expenses                                                                     89,525
                                                                                           ------
Total liabilities                                                                       1,531,650
                                                                                        ---------
Net assets applicable to outstanding capital stock                                    $46,720,681
                                                                                      ===========
Represented by
Capital stock-- $.01 par value (Note 1)                                               $    94,723
Additional paid-in capital                                                             88,307,800
Accumulated net realized gain (loss) (Note 8)                                         (38,625,134)
Unrealized appreciation (depreciation) on investments and
   on translation of assets and liabilities in foreign currencies                      (3,056,708)
                                                                                       ----------
Total -- representing net assets applicable to outstanding capital stock              $46,720,681
                                                                                      ===========
Net assets applicable to outstanding shares:             Class A                      $38,052,632
                                                         Class B                      $ 8,660,970
                                                         Class Y                      $     7,079
Net asset value per share of outstanding capital stock:  Class A shares  7,684,975    $      4.95
                                                         Class B shares  1,785,865    $      4.85
                                                         Class Y shares      1,429    $      4.95
                                                                             -----    -----------

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Precious Metals Fund, Inc.

Year ended March 31, 2000

Investment income
Income:
<S>                                                                         <C>
Dividends                                                                   $   511,133
Interest                                                                        297,285
   Less foreign taxes withheld                                                  (17,527)
                                                                                -------
Total income                                                                    790,891
                                                                                -------
Expenses (Note 2):
Investment management services fee                                              443,641
Distribution fee
   Class A                                                                       87,460
   Class B                                                                       86,179
Transfer agency fee                                                             206,291
Incremental transfer agency fee
   Class A                                                                       20,254
   Class B                                                                        6,014
Service fee
   Class A                                                                       20,472
   Class B                                                                        3,503
   Class Y                                                                            5
Administrative services fees and expenses                                        33,429
Compensation of board members                                                     7,598
Custodian fees                                                                   18,649
Printing and postage                                                             18,097
Registration fees                                                                45,727
Audit fees                                                                       20,000
Other                                                                             4,572
                                                                                  -----
Total expenses                                                                1,021,891
   Earnings credits on cash balances (Note 2)                                    (8,340)
                                                                                 ------
Total net expenses                                                            1,013,551
                                                                              ---------
Investment income (loss) -- net                                                (222,660)
                                                                               --------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (Note 3)                                            (8,988,858)
   Foreign currency transactions                                                (17,184)
   Options contracts written (Note 6)                                            57,428
                                                                                 ------
Net realized gain (loss) on investments                                      (8,948,614)
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies         4,800,251
                                                                              ---------
Net gain (loss) on investments and foreign currencies                        (4,148,363)
                                                                             ----------
Net increase (decrease) in net assets resulting from operations             $(4,371,023)
                                                                            ===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statements  of  changes in net assets
AXP  Precious  Metals Fund, Inc.

Year ended March 31,                                                      2000           1999

Operations and distributions
<S>                                                                 <C>           <C>
Investment income (loss) -- net                                     $   (222,660) $    (184,054)
Net realized gain (loss) on investments                               (8,948,614)   (22,569,856)
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilites in foreign currencies   4,800,251     10,022,737
                                                                       ---------     ----------
Net  increase  (decrease)  in net assets  resulting  from  operations (4,371,023)   (12,731,173)
                                                                      ----------    -----------
Distributions to shareholders from:
   Net investment income
      Class A                                                                 --       (452,075)
      Class B                                                                 --         (9,356)
      Class Y                                                                 --             (8)
                                                                            ----             --
Total distributions                                                           --       (461,439)
                                                                           -----       --------
Capital share transactions (Note 5)
Proceeds from sales
   Class A shares (Note 2)                                            94,960,719    199,772,930
   Class B shares                                                      5,407,758      4,080,111
   Class Y shares                                                         16,725             --
Reinvestment of distributions at net asset value
   Class A shares                                                             --        415,613
   Class B shares                                                             --          9,356
   Class Y shares                                                             --              8
Payments for redemptions
   Class A shares                                                   (104,924,748)  (198,890,935)
   Class B shares (Note 2)                                            (3,427,144)    (3,382,627)
   Class Y shares                                                         (8,062)            --
                                                                          ------         ------
Increase (decrease) in net assets from capital share transactions     (7,974,752)     2,004,456
                                                                      ----------      ---------
Total increase (decrease) in net assets                              (12,345,775)   (11,188,156)
Net assets at beginning of year                                       59,066,456     70,254,612
                                                                      ----------     ----------
Net assets at end of year                                           $ 46,720,681  $  59,066,456
                                                                    ============  =============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to Financial Statements
AXP Precious Metals Fund, Inc.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment  Company Act of 1940 (as amended) as
a  non-diversified,  open-end  management  investment  company.  The Fund has 10
billion  authorized  shares of capital  stock.  The Fund  invests  primarily  in
securities  of  companies  engaged in the  exploration,  mining,  processing  or
distribution of gold and other precious metals.  Most of these companies will be
located outside of the United States.

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

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

All classes of shares have identical voting,  dividend,  and liquidation rights.
The  distribution  fee,  incremental  transfer agency fee and service fee (class
specific  expenses)  differ 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 accounting  principles generally
accepted in the United States of America  requires  management to make estimates
(e.g., on assets and liabilities) that could differ from actual results.

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

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

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

Futures transactions
To gain exposure to or protect itself from market changes,  the Fund may buy and
sell financial  futures  contracts traded on any U.S. or foreign  exchange.  The
Fund also may buy and write put and call  options  on these  futures  contracts.
Risks of  entering  into  futures  contracts  and  related  options  include the
possibility of an illiquid market and that a change in the value of the contract
or  option  may not  correlate  with  changes  in the  value  of the  underlying
securities.

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

Foreign currency translations and foreign currency contracts
Securities and other assets and  liabilities  denominated in foreign  currencies
are translated daily into U.S. dollars.  Foreign currency amounts related to the
purchase or sale of  securities  and income and expenses are  translated  at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized  and  unrealized  security  gains or losses is  reflected as a
component of such gains or losses. In the statement of operations,  net realized
gains or losses from foreign currency transactions, if any, may arise from sales
of foreign currency, closed forward contracts, exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation   gains  or  losses  on  dividends,   interest  income  and  foreign
withholding taxes.

The  Fund may  enter  into  forward  foreign  currency  exchange  contracts  for
operational  purposes and to protect against adverse exchange rate  fluctuation.
The net U.S.  dollar  value  of  foreign  currency  underlying  all  contractual
commitments  held by the  Fund  and the  resulting  unrealized  appreciation  or
depreciation  are  determined  using  foreign  currency  exchange  rates from an
independent  pricing  service.  The Fund is subject to the credit  risk that the
other party will not complete its contract obligations.

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

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences,  undistributed net investment income has been increased by $222,660
and accumulated net realized loss has been increased by $175,670, resulting in a
net reclassification adjustment to decrease paid-in capital by $46,990.

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

Other
Security  transactions are accounted for on the date securities are purchased or
sold. Dividend income is recognized on the ex-dividend date and interest income,
including level-yield 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 0.8% to 0.675% annually.
The fee may be adjusted upward or downward by a performance incentive adjustment
based on a  comparison  of the  performance  of Class A shares  of AXP  Precious
Metals Fund to the Lipper Gold Funds Index.  The maximum  adjustment is 0.12% of
the Fund's  average  daily net assets after  deducting  1% from the  performance
difference.  If the performance  difference is less than 1%, the adjustment will
be zero. The adjustment decreased the fee by $7,538 for the year ended March 31,
2000.

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 0.06% to 0.035% 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 $19
o Class B $20
o Class Y $17

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 Plan),  the Fund pays a distribution  fee at an
annual rate up to 0.25% of the Fund's average daily net assets  attributable  to
Class A shares  and up to 1.00% for Class B  shares.  The Plan went into  effect
July 1, 1999.  Under terms of a prior Plan and  Agreement of  Distribution  (the
Prior Plan) that ended June 30, 1999, the Fund paid a distribution fee for Class
B shares at an annual rate up to 0.75% of average  daily net  assets.  The Prior
Plan was not effective with respect to Class A shares.

Under a Shareholder  Service Agreement,  the Fund's Class Y shares pay 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 the Fund's average daily net
assets  attributable  to Class Y shares.  Under terms of a prior  agreement that
ended June 30,  1999,  the Fund paid a  shareholder  service fee for Class A and
Class B shares at a rate of 0.175% of average daily net assets.  Effective  July
1, 1999,  the agreement for Class A and Class B shares was converted to the Plan
and Agreement of Distribution discussed above.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$69,766 for Class A and $17,803 for Class B for the year ended March 31, 2000.

During the year ended March 31, 2000, the Fund's  custodian and transfer  agency
fees were reduced by $8,340 as a result of earnings  credits from overnight cash
balances.  The fund also pays custodian fees to American  Express Trust Company,
an affiliate of AEFC.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations) aggregated $58,653,402 and $57,872,478,  respectively, for the year
ended March 31, 2000.  Realized gains and losses are determined on an identified
cost basis.

Brokerage  commissions paid to brokers affiliated with AEFC were $15,315 for the
year ended March 31, 2000.

4. LENDING OF PORTFOLIO SECURITIES
As of March 31, 2000,  securities  valued at $1,440,000 were on loan to brokers.
For  collateral,  the Fund received  $1,440,000 in cash.  Income from securities
lending  amounted to $11,021 for the year ended March 31, 2000. The risks to the
Fund of  securities  lending are that the  borrower  may not provide  additional
collateral when required or return the securities when due.

5. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:

                                               Year ended March 31, 2000
                                         Class A         Class B       Class Y
Sold                                   17,083,825        996,586        2,843
Issued for reinvested distributions            --             --           --
Redeemed                              (18,843,736)      (630,484)      (1,550)
                                      -----------       --------       ------
Net increase (decrease)                (1,759,911)       366,102        1,293

                                               Year ended March 31, 1999
                                         Class A         Class B       Class Y
Sold                                   34,476,704        695,352           --
Issued for reinvested distributions        75,529          1,771            2
Redeemed                              (34,123,406)      (584,214)          --
                                      -----------       --------
Net increase (decrease)                   428,827        112,909            2

6. OPTIONS CONTRACTS WRITTEN
Contracts and premium amounts  associated with options  contracts written are as
follows:

                                               Year ended March 31, 2000
                                                         Calls
                                               Contracts        Premium
Balance March 31, 1999                             --               $--
Opened                                          1,600          137,874
Closed                                         (1,100)        (104,500)
Expired                                          (161)         (10,746)
Exercised                                        (339)         (22,628)
                                                 ----          -------
Balance March 31, 2000                             --               $--

See "Summary of significant accounting policies."

7. 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 year ended March
31, 2000.

8. CAPITAL LOSS CARRYOVER
For  federal  income tax  purposes,  the Fund had a capital  loss  carryover  of
$36,699,656  as of March 31, 2000,  that will expire in 2006 through 2009 if not
offset by capital gains.  It is unlikely the board will authorize a distribution
of any net realized capital gains until the available capital loss carryover has
been offset or expires.

9. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
are presented on pages 28 and 29 of the prospectus.
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Precious Metals Fund, Inc.
March 31, 2000

(Percentages represent value of investments compared to net assets)

Common stocks (96.2%)
Issuer                                                       Shares           Value(a)

Australia (5.8%)(c)
<S>                                                        <C>               <C>
Delta Gold                                                 2,000,000         $2,122,925
Kingsgate Consolidated                                     1,500,000(b)         564,091
Total                                                                         2,687,016

Canada (37.1%)(c)
Agnico-Eagle Mines                                           185,000          1,031,528
Barrick Gold                                                 200,000          3,137,500
Francisco Gold                                               100,000(b)         406,140
Gabriel Resources                                            750,000(b)       1,084,188
Goldcorp Cl A                                                350,000(b)       2,132,237
IAMGOLD                                                      300,000(b)         547,257
itech Capital                                                100,000(b)         141,805
Kinross Gold                                               1,100,000(b)       1,696,152
Meridian Gold                                                750,000(b)       4,285,124
Placer Dome                                                  356,000          2,892,500
Total                                                                        17,354,431

Peru (2.6%)(c)
Compania de Minas Buenaventura ADR                            70,000          1,225,000

South Africa (17.7%)(c)
AngloGold ADR                                                 65,000(d)       1,560,000
DeBeers Consol Mines ADR                                     110,000          2,523,125
Harmony Gold Mining                                          300,000          1,744,319
Impala Platinum Holdings                                      70,000          2,431,337
Total                                                                         8,258,781

United Kingdom (0.5%)(c)
Ashanti Goldfields GDR                                       100,000            212,500

United States (32.5%)
Battle Mountain Gold                                         300,000(b)         581,250
Homestake Mining                                             300,000          1,800,000
Newmont Mining                                               295,000          6,619,062
Stillwater Mining                                            155,000(b)       6,200,000
Total                                                                        15,200,312

Total common stocks
(Cost: $47,609,017)                                                         $44,938,040

Other (0.2%)
Issuer                                                       Shares           Value(a)

Canada(c)
Minefinders
   Special Warrants                                          125,000            $74,000
Sedna Geotek
   Warrants                                                  228,516(e)               --

Total other
(Cost: $458,278)                                                                $74,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Short-term securities (6.2%)
Issuer                                     Annualized        Amount           Value(a)
                                         yield on date     payable at
                                          of purchase       maturity

U.S. government agencies
Federal Home Loan Bank Disc Nts
<S>                                            <C>          <C>                <C>
   05-02-00                                    5.86%        $500,000           $497,409
   05-03-00                                    5.83          600,000            596,728
Federal Home Loan Mtge Corp Disc Nts
   05-02-00                                    5.86          900,000            895,335
   05-09-00                                    5.92          300,000            298,089
Federal Natl Mtge Assn Disc Nt
   05-25-00                                    5.90          600,000            594,289
Total                                                                         2,881,850

Total short-term securities
(Cost: $2,882,763)                                                           $2,881,850

Total investments in securities
(Cost: $50,950,058)(f)                                                      $47,893,890
</TABLE>
<PAGE>

Notes  to  investments  in securities

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

(b) Non-income producing.

(c) Foreign  security values are stated in U.S.  dollars.  As of March 31, 2000,
the value of foreign securities represented 63.81% of net assets.

(d)  Security  is  partially  or  fully on  loan.  See  Note 4 to the  financial
statements.

(e) Negligible market value.

(f) At March 31, 2000,  the cost of securities  for federal  income tax purposes
was $52,694,963 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

Unrealized appreciation                                   $3,765,344
Unrealized depreciation                                   (8,566,417)
                                                          ----------
Net unrealized depreciation                              $(4,801,073)

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a)       Articles of Incorporation,  as amended Oct. 17, 1988, filed as Exhibit
          No. 1 to Post-Effective  Amendment No. 8 to Registration Statement No.
          2-93745, are incorporated by reference.

(b)       By-laws,  as  amended  Jan.  12,  1989,  filed  as  Exhibit  No.  2 to
          Post-Effective  Amendment No. 8 to Registration Statement No. 2-93745,
          are incorporated by reference.

(c)       Stock Certificate for common stock, filed as Exhibit No. 4 to original
          Registration Statement No. 2-93745, is incorporated by reference.

(d)       Investment   Management  Services  Agreement  between  Registrant  and
          American Express Financial Corporation, dated March 20, 1995, filed on
          or about  May 30,  1998 as  Exhibit 5 to  Registrant's  Post-Effective
          Amendment No. 31 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% of their  annual  salaries,  the maximum
          deductible  amount  permitted  under  Section  404(a) of the  Internal
          Revenue Code.

(g)(1)    Custodian  Agreement  dated  March 20,  1995  between  Registrant  and
          American  Express  Trust  Company  filed on or about March 18, 1999 as
          Exhibit  (g)(1) to  Registrant's  Post-Effective  Amendment  No. 32 is
          incorporated by reference.

(g)(2)    Custodian  Agreement  Amendment  between  IDS  International  Fund and
          American   Express  Trust  Company,   dated  October  9,  1997,  filed
          electronically  on or about  December  23, 1997 as Exhibit 8(c) to IDS
          International   Fund  Inc.'s   Post-Effective   Amendment  No.  26  to
          Registration  Statement  No.  2-92309 is  incorporated  by  reference.
          Registrant's  Custodian Agreement differs from the one incorporated by
          reference only by the fact that Registrant is one executing party.

(g)(3)    Custodian  Agreement  between  American  Express Trust Company and The
          Bank of New York dated May 13, 1999, is  incorporated  by reference to
          Exhibit (g)(3) to Registrant's  Post-Effective  Amendment No. 33 filed
          on or about May 28, 1999.

(h)(1)    Administrative  Services  Agreement  between  Registrant  and American
          Express Financial Corporation, dated March 20, 1995, filed on or about
          May 30, 1998 as Exhibit 9(d) to Registrant's  Post-Effective Amendment
          No. 31 is incorporated by reference.

(h)(2)    License Agreement,  between Registrant and IDS Financial  Corporation,
          dated Jan. 25, 1988, filed as Exhibit 9(b) to Post-Effective Amendment
          No. 10 to  Registration  Statement No.  2-93745,  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)    Class Y Shareholder  Service Agreement between Registrant and American
          Express   Financial   Advisors   Inc.,   dated  May  9,  1997,   filed
          electronically   as  Exhibit  9(e)  to   Registrant's   Post-Effective
          Amendment No. 30 to Registration Statement No. 2-93745 is incorporated
          by reference.

(h)(5)    Transfer  Agency  Agreement  between  Registrant and American  Express
          Client  Service  Corporation,  dated Feb.  1, 1999,  filed on or about
          March  18,  1999 as  Exhibit  (h)(5)  to  Registrant's  Post-Effective
          Amendment No. 32 is incorporated by reference.

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

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

(k)       Omitted Financial Statements:  None.

(l)       Initial Capital Agreements:  Not applicable.

(m)       Plan and  Agreement  of  Distribution  dated July 1, 1999  between AXP
          Discovery Fund, Inc. and American Express  Financial  Advisors Inc. is
          Incorporated  by reference to Exhibit (m) to AXP Discovery  Fund, Inc.
          Post-Effective  Amendment No. 36 to  Registration  Statement  File No.
          2-72174  filed  on or  about  July  30,  1999.  Registrant's  Plan and
          Agreement  of  Distribution  differs  from  the  one  incorporated  by
          reference only by the fact that Registrant is one executing party.

(n)       Rule 18f-3 Plan,  dated April 1999,  is  incorporated  by reference to
          Exhibit (o) to IDS Precious Metals Fund, Inc. Post-Effective Amendment
          No. 33 to  Registration  Statement  File No. 2-93745 filed on or about
          May 21, 1999.

(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,   dated  Jan.  13,  2000,  is  filed
          electronically herewith.

(q)(2)    Officers'   Power  of  Attorney,   dated  Jan.  13,  2000,   is  filed
          electronically herewith.

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

          None.

<PAGE>

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 Precious Metals Fund, Inc.  certifies that it meets the
requirements for the  effectiveness of this Amendment to Registration  Statement
pursuant  to Rule  485(b)  under the  securities  Act,  and has duly caused this
Amendment  to its  Registration  Statement  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis and the State
of Minnesota on the 16th day of May, 2000.


AXP PRECIOUS METALS FUND, INC.


By /s/    Arne H. Carlson**
          Arne H. Carlson, Chief Executive Officer


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


Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
its Registration Statement has been signed below by the following persons in the
capacities indicated the 16th day of May, 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/  William H. Dudley*                              Director
     William H. Dudley

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

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

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

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

<PAGE>

Signature                                            Capacity

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

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

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


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



/s/ 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. 34 TO REGISTRATION  STATEMENT NO.
2-93745

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

The facing sheet.

Part A.

         The prospectus.

Part B.

         Statement of Additional Information.

Part C.

         Other information.

         Exhibits.

The signatures.



AXP Precious Metals Fund, Inc.
Registration Number 2-93745/811-4132



EXHIBIT INDEX

Exhibit (i)       Opinion and Consent of Counsel

Exhibit (j)       Independent Auditors' Consent

Exhibit (q)(1)    Directors' Power of Attorney

Exhibit (q)(2)    Officers' Power of Attorney


                               Opinion of Counsel

May 16, 2000

AXP Precious Metals Fund
200 AXP Financial Center
Minneapolis, MN 55474

Gentlemen:

I have  examined the Articles of  Incorporation  and the By-Laws of IDS Precious
Metals Fund (the Company) and all necessary certificates, permits, minute books,
documents and records of the Company,  and the applicable  statutes of the State
of  Minnesota,  and it is my opinion  that the shares  sold in  accordance  with
applicable federal and state securities laws will be legally issued, fully paid,
and nonassessable.

This opinion may be used in connection with the Post-Effective Amendment.

Sincerely,


/s/ Leslie L. Ogg
    Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, MN 55401-3268



Independent auditors' consent

The board and shareholders
AXP Precious Metals Fund, Inc.:



We consent to the use of our report  incorporated herein by reference and to the
references to our Firm under the headings  "Financial  Highlights" in Part A and
"INDEPENDENT AUDITORS" in Part B of the Registration Statement.



/s/KPMG LLP
   KPMG LLP
Minneapolis, Minnesota
May 17, 2000


                      DIRECTORS/TRUSTEES POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

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

                                                 1933 Act           1940 Act
                                                 Reg. Number        Reg. Number

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



<PAGE>


hereby constitutes and appoints William R. Pearce, Arne H. Carlson and Leslie L.
Ogg or either one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all further amendments to
said  registration  statements  filed  pursuant  to said  Acts and any rules and
regulations  thereunder,  and to file such amendments with all exhibits  thereto
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting to either of them the full power and  authority  to do and
perform  each and every act  required  and  necessary  to be done in  connection
therewith.

Dated the 13th day of January, 2000.


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


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


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


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


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


/s/      Heinz F. Hutter
         Heinz F. Hutter


Officers' Power of Attorney

City of Minneapolis

State of Minnesota

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

                                                  1933 Act           1940 Act
                                                  Reg. Number        Reg. Number

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

hereby constitutes and appoints the other as his  attorney-in-fact and agent, to
sign for him in his name, place and stead any and all further amendments to said
registration statement filed pursuant to said Acts and any rules and regulations
thereunder,  and to file such  amendments  with all  exhibits  thereto and other
documents in connection  therewith with the Securities and Exchange  Commission,
granting to either of them the full power and  authority  to do and perform each
and every act required and necessary to be done in connection therewith.

     Dated the 13th day of January, 2000.

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

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

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



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