AXP CALIFORNIA TAX-EXEMPT TRUST
485BPOS, 2000-06-15
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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.  27  (File No. 33-5103)                      [X]
                             ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.  30  (File No. 811-4646)                                    [X]
              ----


AXP CALIFORNIA TAX-EXEMPT TRUST
200 AXP Financial Center
Minneapolis, Minnesota  55474

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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check  appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on June 26, 2000  pursuant  to  paragraph  (b)
[ ] 60 days after  filing pursuant to paragraph  (a)(1)
[ ] on (date) pursuant to paragraph  (a)(1)
[ ] 75 days after filing  pursuant to paragraph  (a)(2)
[ ] on (date) pursuant to  paragraph (a)(2) of rule 485

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

<PAGE>


<PAGE>

                                             AXP (SM) California Tax-Exempt Fund
                                          AXP (SM) Massachusetts Tax-Exempt Fund
                                               AXP (SM) Michigan Tax-Exempt Fund
                                              AXP (SM) Minnesota Tax-Exempt Fund
                                               AXP (SM) New York Tax-Exempt Fund
                                                   AXP (SM) Ohio Tax-Exempt Fund

    (singularly and collectively, where the content requires, referred to as the
                                                                           Fund)

                                                        AUG. 27, 1999 PROSPECTUS
                                                     REVISED AS OF JUNE 26, 2000




AMERICAN
  EXPRESS-Registered Trademark-
 FUNDS



                                                             [GRAPHIC]

EACH FUND SEEKS TO PROVIDE SHAREHOLDERS WITH A HIGH LEVEL OF INCOME
GENERALLY EXEMPT FROM FEDERAL INCOME TAX AS WELL AS FROM THE
RESPECTIVE STATE AND LOCAL INCOME TAX.

Please note that each Fund:

- is not a bank deposit
- is not federally insured
- is not endorsed by any bank or government agency
- is not guaranteed to achieve its goal

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

                                                               [LOGO]

<PAGE>

TABLE OF CONTENTS

TAKE A CLOSER LOOK AT:
THE FUND ..................................3p
Goal ......................................3p
Investment Strategy .......................3p
Risks .....................................4p
Past Performance ..........................6p
Fees and Expenses ........................10p
Management ...............................13p
BUYING AND SELLING SHARES ................13p
Valuing Fund Shares ......................13p
Investment Options .......................13p
Purchasing Shares ........................15p
Transactions through Third Parties .......17p
Sales Charges ............................17p
Exchanging/Selling Shares ................20p
DISTRIBUTIONS AND TAXES ..................24p
OTHER INFORMATION ........................25p
FINANCIAL HIGHLIGHTS .....................26p
APPENDIX .................................38p



FUND INFORMATION KEY

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

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

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

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

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


--------------------------------------------------------------------------------
2p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

THE FUND

[GRAPHIC] GOAL

Each Fund seeks to provide shareholders with a high level of income generally
exempt from federal income tax as well as from the respective state and local
tax. Because any investment involves risk, achieving these goals cannot be
guaranteed.


INVESTMENT STRATEGY

Each of the California, Massachusetts, Michigan, Minnesota, New York and Ohio
Tax-Exempt Funds is a non-diversified mutual fund that invests primarily in
high- or medium-quality municipal obligations that are generally exempt from
federal income tax as well as from the respective state and local income tax.
Under normal market conditions, each Fund will invest at least 80% if its net
assets in bonds, notes, and commercial paper issued by or on behalf of its
respective state or local governmental units. Each Fund may invest more than 25%
of its total assets in a particular segment of the municipal securities market
or in industrial revenue bonds. Each Fund also may invest up to 20% of its net
assets in debt obligations whose interest is subject to the alternative minimum
tax computation. Additionally, each Fund may invest up to 25% of its net assets
in lower-quality bonds (junk bonds).

The selection of debt obligations that are tax-exempt is the primary decision in
building each Fund's investment portfolio.

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

- Considering opportunities and risks given current and expected interest
  rates.
- Identifying obligations in sectors which, due to supply and demand, are
  offering higher yields than comparable instruments.
- Identifying obligations that:
  -- are investment-grade,
  -- have coupons and/or maturities that are consistent with AEFC's interest
     rate outlook, and
  -- are expected to outperform other securities on a risk-adjusted basis
     (i.e., after considering coupon, sinking fund provision, call protection,
     and quality).

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

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

Although not a primary investment strategy, each Fund also may invest in other
instruments, such as money market securities and other short-term tax-exempt
securities, and derivatives (such as futures, options and forward contracts).


--------------------------------------------------------------------------------
                                                  PROSPECTUS -- JUNE 26, 2000 3p

<PAGE>

During weak or declining markets or when the supply of these types of
obligations is low, each Fund may invest more of its assets in money market
securities or certain taxable investments. Although a Fund primarily will invest
in these securities to avoid losses, this type of investing also could prevent
the Fund from achieving its investment objective. During these times, AEFC may
make frequent securities trades that could result in increased fees, expenses,
and taxes.

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


[GRAPHIC] RISKS

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

  MARKET RISK
  INTEREST RATE RISK
  CREDIT RISK
  LEGAL/LEGISLATIVE RISK
  SECTOR/CONCENTRATION RISK
  STYLE RISK

For details regarding economic conditions and other recent developments in each
state please see the SAI.

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.

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.

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.

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.

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).

Each Fund is non-diversified. A non-diversified fund may invest more of its
assets in fewer companies than if it were a diversified fund. Because each
investment has a greater effect on each Fund's performance, it may be more
susceptible to a single economic, political or regulatory occurence than a
diversified fund.


--------------------------------------------------------------------------------
4p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

STYLE RISK

Each Fund invests primarily in municipal obligations. The yields on these
securities are dependent on a variety of factors, including the financial
condition of the issuer or other obligor or the revenue source from which the
debt service is payable, general economic and monetary conditions, conditions in
the relevant market, the size of a particular issue, and the rating of the
issue.

Although, such factors will apply to each Fund, each Fund will experience
particular sensitivity to local conditions -- such as political and economic
changes, adverse conditions to an industry significant to the area, and other
developments. Please remember that most state and local economies have
experienced significant expansions over the past 5-7 years. In recessionary
periods, more issuers may default on their obligations.

The following discussion provides background information about the economies of
those geographic areas in which each Fund may invest a significant portion of
its assets. These summaries are general in nature and economic conditions in a
particular state may change at any time. Please see the SAI for additional
state-specific risk factors.

AXP CALIFORNIA TAX-EXEMPT FUND -- California's economy, although fairly diverse,
is impacted significantly by the retail, entertainment, tourism, construction
(residential and commercial) and telecommunications industries. Although
California's recent economic expansion slowed in early 1998, recent data
indicates that growth has again strengthened.

AXP MASSACHUSETTS TAX-EXEMPT FUND -- Massachusetts' economy is fundamentally
strong, due in part to strong financial operations and cash positions. Personal
income growth in the State recently ranked among the highest in the U.S. Major
contributors to the State's recent economic growth are the manufacturing,
services and trade sectors.

AXP MICHIGAN TAX-EXEMPT FUND -- Michigan's economy, which continues to be
strong, is primarily concentrated in the manufacturing sector. This sector
accounts for about one-third of the State's personal income. Cost-containment
pressures in manufacturing are expected to limit future employment and wage-rate
growth.

AXP MINNESOTA TAX-EXEMPT FUND -- Minnesota's economy, although fairly diverse,
is primarily concentrated in the manufacturing, services and trade sectors and
is influenced by the vast supply of resources in the state. Factors contributing
to recent increases in the State's per-capita income include a growing labor
force, longer working hours and multiple job holdings.

AXP NEW YORK TAX-EXEMPT FUND -- New York's economy is well-diversified with
major industrial and commercial concerns across a broad range of employment
sectors. Much of the state's overall economic prosperity in recent years is tied
to the finance, insurance and real estate industries. The State's recent
economic recovery continues to be fairly steady.

AXP OHIO TAX-EXEMPT FUND -- Ohio's economy, although fairly diverse, is
primarily concentrated in the services sector and is highly influenced by the
contruction industry. The State's recent credit position has drawn increasing
strength from prudent financial management and economic changes contributing to
diversification and stability.


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

<PAGE>

PAST PERFORMANCE

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

- how the Fund's performance has varied for each full calendar year shown on
  the chart below, and
- how the Fund's average annual total returns compare to a recognized indexes.

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

[GRAPH]

<TABLE>
<CAPTION>
CALIFORNIA -- CLASS A PERFORMANCE* (BASED ON CALENDAR YEARS)
<S>                       <C>
            1990          + 5.72%
            1991          +10.93%
            1992          + 8.34%
            1993          +12.03%
            1994          - 5.27%
            1995          +15.23%
            1996          + 3.46%
            1997          + 7.93%
            1998          + 5.93%
            1999          - 4.37%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +7.10% (quarter ending March 1995) and the lowest return for a
calendar quarter was -4.90% (quarter ending March 1994).

The Fund's year to date return as of March 31, 2000 was +3.82%.

[GRAPH]

<TABLE>
<CAPTION>
MASSACHUSETTS -- CLASS A PERFORMANCE* (BASED ON CALENDAR YEARS)
<S>                       <C>
            1990          + 6.11%
            1991          +11.99%
            1992          + 9.05%
            1993          +12.33%
            1994          - 5.20%
            1995          +15.49%
            1996          + 3.32%
            1997          + 8.31%
            1998          + 5.79%
            1999          - 4.56%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +7.08% (quarter ending March 1995) and the lowest return for a
calendar quarter was -5.40% (quarter ending March 1994).

The Fund's year to date return as of March 31, 2000 was +2.31%.


--------------------------------------------------------------------------------
6p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

[GRAPH]

<TABLE>
<CAPTION>
MICHIGAN -- CLASS A PERFORMANCE* (BASED ON CALENDAR YEARS)
<S>                       <C>
            1990          + 4.73%
            1991          +11.42%
            1992          + 9.50%
            1993          +12.47%
            1994          - 4.86%
            1995          +16.11%
            1996          + 2.78%
            1997          + 7.53%
            1998          + 5.73%
            1999          - 4.16%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +7.02% (quarter ending March 1995) and the lowest return for a
calendar quarter was -5.00% (quarter ending March 1994).

The Fund's year to date return as of March 31, 2000 was +2.34%.

[GRAPH]

<TABLE>
<CAPTION>
MINNESOTA  -- CLASS A PERFORMANCE* (BASED ON CALENDAR YEARS)
<S>                       <C>
            1990          + 5.36%
            1991          +10.82%
            1992          + 8.63%
            1993          +11.33%
            1994          - 4.31%
            1995          +14.86%
            1996          + 3.57%
            1997          + 8.42%
            1998          + 5.96%
            1999          - 3.68%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +6.68% (quarter ending March 1995) and the lowest return for a
calendar quarter was -5.03% (quarter ending March 1994).

The Fund's year to date return as of March 31, 2000 was +2.87%.


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

<PAGE>

[GRAPH]

<TABLE>
<CAPTION>
NEW YORK  -- CLASS A PERFORMANCE* (BASED ON CALENDAR YEARS)
<S>                       <C>
            1990          + 5.23%
            1991          +12.41%
            1992          + 9.59%
            1993          +11.53%
            1994          - 5.04%
            1995          +13.41%
            1996          + 2.79%
            1997          + 8.81%
            1998          + 5.76%
            1999          - 4.26%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +6.20% (quarter ending March 1995) and the lowest return for a
calendar quarter was -5.08% (quarter ending March 1994).

The Fund's year to date return as of March 31, 2000 was +2.79%.

[GRAPH]

<TABLE>
<CAPTION>
OHIO -- CLASS A PERFORMANCE* (BASED ON CALENDAR YEARS)
<S>                       <C>
            1990          + 5.38%
            1991          +11.43%
            1992          + 9.43%
            1993          +11.54%
            1994          - 4.79%
            1995          +14.51%
            1996          + 3.32%
            1997          + 7.95%
            1998          + 5.77%
            1999          - 3.74%
</TABLE>

During the period shown in the bar chart, the highest return for a calendar
quarter was +6.89% (quarter ending March 1995) and the lowest return for a
calendar quarter was -5.06% (quarter ending March 1994).

The Fund's year to date return as of March 31, 2000 was +2.95%.

* The 4.75% 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 C may vary from that shown above
  because of differences in sales charges and fees.


--------------------------------------------------------------------------------
8p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

AVERAGE ANNUAL TOTAL RETURNS (AS OF DEC. 31, 1999)

<TABLE>
<CAPTION>
                                                    1 YEAR             5 YEARS              10 YEARS          SINCE INCEPTION
<S>                                                 <C>                <C>                  <C>               <C>
California:

  Class A                                           -8.91%              +4.42%               +5.29%                 --%
  Class B                                           -8.72%                 --%                  --%              +3.23%(a)
  Lipper California Municipal Debt Funds Index      -4.34%              +6.45%               +6.27%              +5.13%(b)

Massachusetts:

  Class A                                           -9.09%              +4.45%               +5.54%                 --%
  Class B                                           -8.91%                 --%                  --%              +3.23%(a)
  Lipper Massachusetts Municipal Debt Funds Index   -4.21%              +5.91%               +6.31%              +4.74%(b)

Michigan:

  Class A                                           -8.72%              +4.37%               +5.41%                 --%
  Class B                                           -8.53%                 --%                  --%              +3.16%(a)
  Lipper Michigan Municipal Debt Funds Index        -3.66%              +5.62%                  --%(c)           +4.58%(b)

Minnesota:

  Class A                                           -8.27%              +4.63%               +5.41%                 --%
  Class B                                           -8.07%                 --%                  --%              +3.52%(a)
  Lipper Minnesota Municipal Debt Funds Index       -3.68%              +5.71%               +6.00%              +4.52%(b)

New York:                                                %                   %                    %                   %

  Class A                                           -8.81%              +4.12%               +5.45%                 --%
  Class B                                           -8.62%                 --%                  --%              +3.06%(a)
  Lipper New York Municipal Debt Funds Index        -4.96%              +5.82%               +6.13%              +4.61%(b)

Ohio:

  Class A                                           -8.31%              +4.38%               +5.39%                 --%
  Class B                                           -8.14%                 --%                  --%              +3.22%(a)

Lipper Ohio Municipal Debt Funds Index              -3.63%              +5.84%               +6.26%              +4.74%(b)

Lehman Brothers Municipal Bond Index                -2.06%              +6.91%               +6.89%              +5.76%(b)
</TABLE>

(a) Inception date was March 20, 1995.
(b) Measurement period started April 1, 1995.
(c) Inception date was Dec. 31, 1990 and therefore performance information is
    not available.

This table shows total returns from hypothetical investments in Class A and
Class B shares of the Fund. These returns are compared to the index shown for
the same periods. The performance of Class B will vary from Class A because of
differences in sales charges and fees. Class C is new as of the date of this
prospectus and therefore performance information is not available.

FOR PURPOSES OF THIS CALCULATION WE ASSUMED:

- the maximum sales charge for Class A shares,
- sales at the end of the period and deduction of the applicable contingent
  deferred sales charge (CDSC) for Class B shares, and
- no adjustments for taxes paid by an investor on the reinvested income and
  capital gains.

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


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

<PAGE>

Lipper California Municipal Debt Fund 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.

Lipper Massachusetts Municipal Debt Fund 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.

Lipper Michigan Municipal Debt Fund 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.

Lipper Minnesota Municipal Debt Fund 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.

Lipper New York Municipal Debt Fund 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.

Lipper Ohio Municipal Debt Fund 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.

[GRAPHIC] FEES AND EXPENSES

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

<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                                   CLASS A           CLASS B          CLASS C
<S>                                                                <C>               <C>              <C>
Maximum sales charge (load) imposed on purchases(a)
(as a percentage of offering price)                                4.75%(b)           none             none
---------------------------------------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) imposed on
sales (as a percentage of offering price at time of purchase)      none               5%               1%(c)
---------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(d) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
CALIFORNIA
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                       CLASS A           CLASS B          CLASS C
Management fees                                                    0.47%             0.47%            0.47%
Distribution (12b-1) fees                                          0.25%             1.00%            1.00%
Other expenses(e)                                                  0.14%             0.16%            0.16%
Total                                                              0.86%             1.63%            1.63%


MASSACHUSETTS
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                       CLASS A           CLASS B          CLASS C
Management fees                                                    0.47%             0.47%            0.47%
Distribution (12b-1) fees                                          0.25%             1.00%            1.00%
Other expenses(e)                                                  0.18%             0.19%            0.19%
Total                                                              0.90%             1.66%            1.66%


MICHIGAN
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                       CLASS A           CLASS B          CLASS C
Management fees                                                    0.47%             0.47%            0.47%
Distribution (12b-1) fees                                          0.25%             1.00%            1.00%
Other expenses(e)                                                  0.20%             0.22%            0.22%
Total                                                              0.92%             1.69%            1.69%


--------------------------------------------------------------------------------
10p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

MINNESOTA
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                       CLASS A           CLASS B          CLASS C
Management fees                                                    0.46%             0.46%            0.46%
Distribution (12b-1) fees                                          0.25%             1.00%            1.00%
Other expenses(e)                                                  0.16%             0.17%            0.17%
Total                                                              0.87%             1.63%            1.63%


NEW YORK
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                       CLASS A           CLASS B          CLASS C
Management fees                                                    0.47%             0.47%            0.47%
Distribution (12b-1) fees                                          0.25%             1.00%            1.00%
Other expenses(e)                                                  0.19%             0.19%            0.19%
Total                                                              0.91%             1.66%            1.66%


OHIO
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                       CLASS A           CLASS B          CLASS C
Management fees                                                    0.47%             0.47%            0.47%
Distribution (12b-1) fees                                          0.25%             1.00%            1.00%
Other expenses(e)                                                  0.25%             0.25%            0.25%
Total                                                              0.97%             1.72%            1.72%
</TABLE>

(a)  This charge may be reduced depending on the value of your total investments
     in American Express mutual funds. See "Sales Charges."
(b)  For Class A purchases over $500,000 on which the sales charge is waived,
     a 1% sales charge applies if you sell your shares less than one year after
     purchase.
(c)  For Class C purchases, a 1% sales charge applies if you sell your shares
     less than one year after purchase.
(d)  Expenses for Class A and Class B are based on actual expenses for the last
     fiscal year, restated to reflect current fees. Expenses for Class C are
     based on estimated amounts for the current fiscal year.
(e)  Other expenses include an administrative services fee, a transfer agency
     fee and other nonadvisory expenses.


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

<PAGE>

EXAMPLE

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

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

<TABLE>
<CAPTION>
                                                    1 YEAR             3 YEARS              5 YEARS           10 YEARS
<S>                                                 <C>                <C>                  <C>               <C>
CALIFORNIA:

 Class A(a)                                          $559               $737                 $  930            $1,489
 Class B(b)                                          $566               $814                 $  988            $1,731(d)
 Class B(c)                                          $166               $514                 $  888            $1,731(d)
 Class C                                             $166               $514                 $  888            $1,938

MASSACHUSETTS
                                                    1 YEAR             3 YEARS              5 YEARS           10 YEARS

 Class A(a)                                          $562               $749                 $  951            $1,534
 Class B(b)                                          $569               $824                 $1,003            $1,767(d)
 Class B(c)                                          $169               $524                 $  903            $1,767(d)
 Class C                                             $169               $524                 $  903            $1,970

MICHIGAN
                                                    1 YEAR             3 YEARS              5 YEARS           10 YEARS

 Class A(a)                                          $564               $755                 $  961            $1,557
 Class B(b)                                          $572               $833                 $1,019            $1,797(d)
 Class B(c)                                          $172               $533                 $  919            $1,797(d)
 Class C                                             $172               $533                 $  919            $2,003

MINNESOTA
                                                    1 YEAR             3 YEARS              5 YEARS           10 YEARS

 Class A(a)                                          $560               $740                 $  935            $1,501
 Class B(b)                                          $566               $814                 $  988            $1,734(d)
 Class B(c)                                          $166               $514                 $  888            $1,734(d)
 Class C                                             $166               $514                 $  888            $1,938

NEW YORK
                                                    1 YEAR             3 YEARS              5 YEARS           10 YEARS
 Class A(a)                                          $563               $752                 $  956            $1,546
 Class B(b)                                          $569               $824                 $1,003            $1,770(d)
 Class B(c)                                          $169               $524                 $  903            $1,770(d)
 Class C                                             $169               $524                 $  903            $1,970

OHIO
                                                    1 YEAR             3 YEARS              5 YEARS           10 YEARS
 Class A(a)                                          $569               $770                 $  987            $1,612
 Class B(b)                                          $575               $842                 $1,034            $1,836(d)
 Class B(c)                                          $175               $542                 $  934            $1,836(d)
 Class C                                             $175               $542                 $  934            $2,035
</TABLE>

(a)  Includes a 4.75% 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.


--------------------------------------------------------------------------------
12p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

[GRAPHIC] MANAGEMENT

Paul Hylle, portfolio manager, joined AEFC in 1993. He also serves as portfolio
manager of AXP Insured Tax-Exempt Fund.


BUYING AND SELLING SHARES

References to "Fund" throughout the remainder of this prospectus refers to AXP
California Tax-Exempt Fund, AXP Massachusetts Tax-Exempt Fund, AXP Michigan
Tax-Exempt Fund, AXP Minnesota Tax-Exempt Fund, AXP New York Tax-Exempt Fund,
and AXP Ohio Tax-Exempt Fund, singularly or collectively as the context
requires.

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 C 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 C shares are sold to the public without a sales charge at the time of
   purchase and with an annual distribution fee of 1.00%.


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

<PAGE>

INVESTMENT OPTIONS SUMMARY:

The Fund offers three different classes of shares. There are differences among
the fees and expenses for each class. Not everyone is eligible to buy every
class. After determining which classes you are eligible to buy, decide which
class best suits your needs. Your financial advisor can help you with this
decision.

The following table shows the key features of each class:

<TABLE>
<CAPTION>
                               CLASS A                           CLASS B                           CLASS C
---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                               <C>                               <C>
AVAILABILITY                   Available to                      Available to                      Available to
                               all investors.                    all investors.                    all investors.
---------------------------------------------------------------------------------------------------------------------------
INITIAL SALES CHARGE           Yes. Payable at time              No. Entire purchase               No. Entire purchase
                               of purchase. Lower                price is invested in              price is invested in
                               sales charge for                  shares of the Fund.               shares of the Fund.
                               larger investments.
---------------------------------------------------------------------------------------------------------------------------
DEFERRED SALES CHARGE          On purchases over                 Maximum 5%                        1% CDSC applies if
                               $500,000, 1% CDSC                 during the first year             you sell your shares
                               applies if you sell               decreasing to 0%                  less than 1 year
                               your shares less than             after six years.                  after purchase.
                               1 year after purchase.
---------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION AND/OR            Yes.*                             Yes.*                             Yes.*
SHAREHOLDER SERVICE FEE        0.25%                             1.00%                             1.00%
---------------------------------------------------------------------------------------------------------------------------
CONVERSION TO CLASS A          N/A                               Yes, automatically in             No.
                                                                 ninth calendar year
                                                                 of ownership.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

SHOULD YOU PURCHASE CLASS A, CLASS B OR CLASS C 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.

Class C shares also have a higher annual distribution fee than Class A shares.
Class C shares have no sales charge if you hold the shares for one year or
longer. Unlike Class B shares, Class C shares do not convert to Class A. As a
result, you will pay a 1% distribution fee for as long as you hold Class C
shares. If you choose a deferred sales charge option (Class B or Class C),
generally you should consider Class B shares if you intend to hold your shares
for more than six years. Consider Class C shares if you intend to hold your
shares less than six years. To help you determine what investment is best for
you, consult your financial advisor.


--------------------------------------------------------------------------------
14p AXP STATE TAX-EXEMPT FUNDS

<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:

- a $50 penalty for each failure to supply your correct TIN,
- a civil penalty of $500 if you make a false statement that results in no
  backup withholding, and
- criminal penalties for falsifying information.

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

<TABLE>
<CAPTION>
HOW TO DETERMINE THE CORRECT TIN
FOR THIS TYPE OF ACCOUNT:                         USE THE SOCIAL SECURITY OR EMPLOYER IDENTIFICATION NUMBER OF:
<S>                                               <C>
Individual or joint account                       The individual or one of the owners listed on the joint account
---------------------------------------------------------------------------------------------------------------------------
Custodian account of a minor                      The minor
(Uniform Gifts/Transfers to Minors Act)
---------------------------------------------------------------------------------------------------------------------------
A revocable living trust                          The grantor-trustee (the person who puts the money into the trust)
---------------------------------------------------------------------------------------------------------------------------
An irrevocable trust, pension trust or estate     The legal entity (not the personal representative or trustee, unless no
                                                  legal entity is designated in the account title)
---------------------------------------------------------------------------------------------------------------------------
Sole proprietorship                               The owner
---------------------------------------------------------------------------------------------------------------------------
Partnership                                       The partnership
---------------------------------------------------------------------------------------------------------------------------
Corporate                                         The corporation
---------------------------------------------------------------------------------------------------------------------------
Association, club or tax-exempt organization      The organization
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


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

<PAGE>

THREE WAYS TO INVEST

1 BY MAIL:                                                      [GRAPHIC]

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

AMERICAN EXPRESS FUNDS
70200 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474

<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S>                         <C>
Initial investment:         $2,000
Additional investments:     $100
Account balances:           $300
</TABLE>

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.


2 BY SCHEDULED INVESTMENT PLAN:                                 [GRAPHIC]

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

- automatic payroll deduction,
- bank authorization,
- direct deposit of Social Security check, or
- other plan approved by the Fund.

<TABLE>
<CAPTION>
MINIMUM AMOUNTS
<S>                         <C>
Initial investment:         $100
Additional investments:     $100/mo.
Account balances:           none (on active plans with monthly payments)
</TABLE>

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


3 BY WIRE OR ELECTRONIC FUNDS TRANSFER:                         [GRAPHIC]

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

NORWEST BANK MINNESOTA (UNTIL JULY 2000)
WELLS FARGO BANK MINNESOTA N. A. (AFTER JULY 2000)
ROUTING TRANSIT NO. 091000019

Give these instructions:

Credit American Express Financial Advisors Account #0000030015 for personal
account # (your account number) for (your name). Please remember that you need
to provide all 10 digits.

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

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


--------------------------------------------------------------------------------
16p AXP STATE TAX-EXEMPT FUNDS

<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:

<TABLE>
<CAPTION>
TOTAL INVESTMENT                   SALES CHARGE AS PERCENTAGE OF:
                         PUBLIC OFFERING PRICE(a)          NET AMOUNT INVESTED
<S>                      <C>                               <C>
Up to $50,000                    4.75%                         4.99%
$50,000 - $99,999                4.50                          4.71
$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
</TABLE>

(a) Offering price includes the sales charge.
 *  The sales charge will be waived until Dec. 31, 2000.

THE SALES CHARGE ON CLASS A SHARES MAY BE LOWER THAN 4.75%, BASED ON THE
COMBINED MARKET VALUE OF:

- your current investment in this Fund,
- your previous investment in this Fund, and
- 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:

- 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
- 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.


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

<PAGE>

WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES

Sales charges do not apply to:
- current or retired board members, officers or employees of the Fund or AEFC
  or its subsidiaries, their spouses or domestic partners, children and
  parents.
- current or retired American Express financial advisors, employees of
  financial advisors, their spouses or domestic partners, children and parents.
- 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.
- 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.
- 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%.)
- 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 fund. If the
  investment is sold less than one year after purchase, a CDSC of 1% will be
  charged. During that year, the CDSC will be waived only in the circumstances
  described for waivers for Class B and Class C shares.
- 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.
- purchases made:
   -- with dividend or capital gain distributions from this Fund or from the
      same class of another American Express mutual fund,
   -- 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.
- shareholders whose original purchase was in a Strategist fund merged into an
  American Express fund in 2000.


--------------------------------------------------------------------------------
18p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

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

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

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

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

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

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

EXAMPLE:

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

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

The CDSC will be waived on sales of shares:
- in the event of the shareholder's death,
- held in trust for an employee benefit plan, or
- held in IRAs or certain qualified plans if American Express Trust Company is
  the custodian, such as Keogh plans, tax-sheltered custodial accounts or
  corporate pension plans, provided that the shareholder is:
  -- at least 59 1/2 years old AND
  -- taking a retirement distribution (if the sale is part of a transfer to an
     IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC will
     not be waived) OR
  -- selling under an approved substantially equal periodic payment arrangement.


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

<PAGE>

EXCHANGING/SELLING SHARES

EXCHANGES

You can exchange your Fund shares at no charge for shares of the same class of
any other publicly offered 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:
- Exchanges must be made into the same class of shares of the new fund.
- If your exchange creates a new account, it must satisfy the minimum investment
  amount for new purchases.
- Once we receive your exchange request, you cannot cancel it.
- Shares of the new fund may not be used on the same day for another exchange.
- If your shares are pledged as collateral, the exchange will be delayed until
  AECSC receives written approval from the secured party.

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

SELLING SHARES

You can sell your shares at any time. 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 or
Class C, any CDSC you paid on the amount you are reinvesting also will be
reinvested. To take advantage of this option, send a request within 90 days of
the date your sale request was received and include your account number. This
privilege may be limited or withdrawn at any time and may have tax consequences.

The Fund reserves the right to redeem in kind.

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


--------------------------------------------------------------------------------
20p AXP STATE TAX-EXEMPT FUND
<PAGE>

TO SELL OR EXCHANGE SHARES HELD THROUGH A BROKERAGE ACCOUNT OR WITH ENTITIES
OTHER THAN AMERICAN EXPRESS FINANCIAL ADVISORS, PLEASE CONSULT YOUR SELLING
AGENT. THE 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:                                               [GRAPHIC]

Include in your letter:

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

REGULAR OR EXPRESS MAIL:

AMERICAN EXPRESS FUNDS
70100 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474


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

<PAGE>

2 BY TELEPHONE:                                            [GRAPHIC]

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

- The Fund and AECSC will use reasonable procedures to confirm authenticity of
  telephone exchange or sale requests.
- Telephone exchange and sale privileges automatically apply to all accounts
  except custodial, corporate or qualified retirement accounts. You may request
  that these privileges NOT apply by writing AECSC. Each registered owner must
  sign the request.
- Acting on your instructions, your financial advisor may conduct telephone
  transactions on your behalf.
- Telephone privileges may be modified or discontinued at any time.

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


--------------------------------------------------------------------------------
22p AXP STATE TAX-EXEMPT FUNDS

<PAGE>

THREE WAYS TO RECEIVE PAYMENT WHEN YOU SELL SHARES

1 BY REGULAR OR EXPRESS MAIL:                              [GRAPHIC]

- Mailed to the address on record.
- Payable to names listed on the account.

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

2 BY WIRE OR ELECTRONIC FUNDS TRANSFER:                    [GRAPHIC]

- Minimum wire: $1,000.
- Request that money be wired to your bank.
- Bank account must be in the same ownership as the American Express mutual
  fund account.

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

3 BY SCHEDULED PAYOUT PLAN:                                [GRAPHIC]

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


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

<PAGE>

DISTRIBUTIONS AND TAXES

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

REINVESTMENTS

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

- you request distributions in cash, or
- 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

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

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

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

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


--------------------------------------------------------------------------------
24p AXP STATE TAX-EXEMPT FUNDS

<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.

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, 200 AXP Financial Center,
Minneapolis, MN 55474. Each Fund pays AEFC a fee for managing its assets. Under
the Investment Management Services Agreement, the fee for the most recent fiscal
year was 0.47% of its average daily net assets for California, 0.47% for
Massachusetts, 0.47% for Michigan, 0.46% for Minnesota, 0.47% for New York and
0.47% for Ohio. Under the agreement, each Fund also pays taxes, brokerage
commissions and nonadvisory expenses. AEFC or an affiliate may make payments
from its own resources, which include management fees paid by the Fund, to
compensate broker-dealers or other persons for providing distribution
assistance. AEFC is a wholly-owned subsidiary of American Express Company, a
financial services company with headquarters at American Express Tower, World
Financial Center, New York, NY 10285.


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

<PAGE>

[GRAPHIC] FINANCIAL HIGHLIGHTS

AXP CALIFORNIA TAX-EXEMPT TRUST
AXP CALIFORNIA TAX-EXEMPT FUND

FISCAL PERIOD ENDED JUNE 30,
<TABLE>
<CAPTION>
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                             CLASS A
                                                             1999(f)       1999         1998        1997       1996        1995
<S>                                                         <C>          <C>         <C>         <C>        <C>         <C>
Net asset value, beginning of period                          $5.18        $5.35       $5.24       $5.15      $5.16       $5.13
--------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                    .13          .27         .29         .29        .28         .30
Net gains (losses) (both realized and unrealized)              (.28)        (.17)        .11         .10        .02         .03
--------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                               (.15)         .10         .40         .39        .30         .33
--------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                           (.13)        (.27)       (.29)       (.29)      (.28)       (.30)
Distributions from realized gains                                --           --          --        (.01)      (.03)         --
--------------------------------------------------------------------------------------------------------------------------------
Total distributions                                            (.13)        (.27)       (.29)       (.30)      (.31)       (.30)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $4.90        $5.18       $5.35       $5.24      $5.15       $5.16
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in millions)                                                  $221         $246        $239        $232       $234        $239
--------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)                .84%(c)      .79%        .75%        .77%       .80%        .65%
--------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment
income (loss) to average daily net assets                      5.07%(c)     4.97%       5.24%       5.64%      5.40%       5.89%
--------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                12%          16%         15%         14%        15%         48%
--------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                               (3.04%)       1.80%       7.72%       7.77%      6.00%       6.52%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Adjusted to an annual basis.
(d) Effective fiscal year 1996, expense ratio is based on total expenses of the
    Fund before reduction of earnings credits on cash balances.
(e) Total return does not reflect payment of a sales charge.
(f) Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
26p AXP STATE TAX-EXEMPT FUNDS

<PAGE>


AXP CALIFORNIA TAX-EXEMPT TRUST
AXP CALIFORNIA TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
-----------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                       CLASS B
                                                            1999(f)    1999        1998        1997       1996        1995(b)
<S>                                                       <C>        <C>        <C>          <C>        <C>        <C>
Net asset value, beginning of period                        $5.18      $5.35       $5.24       $5.15      $5.16       $5.21
-----------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                  .11        .22         .25         .25        .24         .09
Net gains (losses) (both realized and unrealized)            (.28)      (.17)        .11         .10        .02        (.05)
-----------------------------------------------------------------------------------------------------------------------------
Total from investment operations                             (.17)       .05         .36         .35        .26         .04
-----------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                         (.11)      (.22)       (.25)       (.25)      (.24)       (.09)
Distributions from realized gains                              --         --          --        (.01)      (.03)         --
-----------------------------------------------------------------------------------------------------------------------------
Total distributions                                          (.11)      (.22)       (.25)       (.26)      (.27)       (.09)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                              $4.90      $5.18       $5.35       $5.24      $5.15       $5.16
-----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)                      $20         $21         $15         $10         $6          $2
-----------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)            1.60%(c)    1.53%       1.50%       1.52%      1.57%       1.51%(c)
-----------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                 4.32%(c)    4.23%       4.50%       4.94%      4.64%       4.87%(c)
-----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                             12%         16%         15%         14%        15%         48%
-----------------------------------------------------------------------------------------------------------------------------
Total return(e)                                            (3.39%)      1.03%       6.94%       6.95%      5.19%        .80%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of
     the Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
                                               PROSPECTUS -- JUNE 26, 2000  27p
<PAGE>


AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MASSACHUSETTS TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL(a)
                                                                                          CLASS A
                                                            1999(f)     1999        1998       1997       1996        1995
<S>                                                       <C>         <C>         <C>        <C>         <C>        <C>
Net asset value, beginning of period                        $5.39       $5.56       $5.42       $5.30      $5.27       $5.24
-------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                  .14         .27         .29         .29        .28         .30
Net gains (losses) (both realized and unrealized)            (.33)       (.17)        .14         .12        .03         .03
-------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                             (.19)        .10         .43         .41        .31         .33
-------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                         (.14)       (.27)       (.29)       (.29)      (.28)       (.30)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                              $5.06       $5.39       $5.56       $5.42      $5.30       $5.27
-------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)                       $63         $70         $67         $67        $68         $68
-------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)               87%(c)     .81%        .82%        .84%       .86%        .72%
-------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                  5.25%(c)    4.99%       5.17%       5.32%      5.26%       5.74%
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                               7%          5%          9%          8%         6%         16%
-------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                             (3.53%)      1.72%       8.13%       7.81%      5.96%       6.53%
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
28p AXP STATE TAX-EXEMPT FUNDS
<PAGE>



AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MASSACHUSETTS TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL(a)
                                                                                          CLASS B
                                                             1999(f)     1999        1998        1997       1996        1995(b)
<S>                                                         <C>         <C>        <C>         <C>        <C>         <C>
Net asset value, beginning of period                          $5.39       $5.56       $5.42       $5.30      $5.27       $5.31
---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                    .12         .23         .24         .25        .24         .09
Net gains (losses) (both realized and unrealized)              (.33)       (.17)        .14         .12        .03        (.04)
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                               (.21)        .06         .38         .37        .27         .05
---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                           (.12)       (.23)       (.24)       (.25)      (.24)       (.09)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $5.06       $5.39       $5.56       $5.42      $5.30       $5.27
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)                         $16         $17         $13          $8         $6          $2
---------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)               1.63%(c)    1.56%       1.57%       1.59%      1.63%       1.59%
---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                   4.49%(c)     4.25%       4.43%       4.58%      4.51%       4.83%(c)
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                7%           5%          9%          8%         6%         16%
---------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                              (3.90%)        .96%       7.32%       7.00%      5.19%        .90%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
                                               PROSPECTUS -- JUNE 26, 2000  29p
<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MICHIGAN TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                          CLASS A
                                                              1999(f)       1999       1998         1997       1996        1995
<S>                                                          <C>          <C>        <C>        <C>          <C>          <C>
Net asset value, beginning of period                           $5.38        $5.57       $5.44       $5.36      $5.39       $5.35
---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                     .14          .28         .29         .29        .30         .30
Net gains (losses) (both realized and unrealized)               (.31)        (.17)        .13         .08        .04         .05
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                                (.17)         .11         .42         .37        .34         .35
---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                            (.14)        (.28)       (.29)       (.29)      (.30)       (.31)
Distributions from realized gains                                 --         (.02)         --          --       (.07)         --
---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                             (.14)        (.30)       (.29)       (.29)      (.37)       (.31)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                 $5.07        $5.38       $5.57       $5.44      $5.36       $5.39
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)                          $70          $77         $77         $77        $79         $78
---------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)                 .90%(c)      .83%        .82%        .81%       .82%        .70%
---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
(loss) to average daily net assets                              5.24%(c)     5.00%       5.19%       5.38%      5.37%       5.71%
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                  7%          20%         10%         21%        29%         48%
---------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                               (3.18%)        1.92%       7.66%       7.12%      6.30%       6.59%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was March 20, 1995.
(c) Adjusted to an annual basis.
(d) Effective fiscal year 1996, expense ratio is based on total expenses of the
    Fund before reduction of earnings credits on cash balances.
(e) Total return does not reflect payment of a sales charge.
(f) Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
30p AXP STATE TAX-EXEMPT FUNDS
<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MICHIGAN TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
----------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                             CLASS B
                                                                1999(f)      1999       1998        1997       1996      1995(b)
<S>                                                          <C>         <C>         <C>         <C>        <C>        <C>
Net asset value, beginning of period                           $5.38       $5.57       $5.44       $5.36      $5.39      $5.43
----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                     .12         .24         .25         .25        .25        .09
Net gains (losses) (both realized and unrealized)               (.31)       (.17)        .13         .08        .04       (.04)
----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                                (.19)        .07         .38         .33        .29        .05
----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                            (.12)       (.24)       (.25)       (.25)      (.25)      (.09)
Distributions from realized gains                                 --        (.02)         --          --       (.07)        --
----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                             (.12)       (.26)       (.25)       (.25)      (.32)      (.09)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                 $5.07       $5.38       $5.57       $5.44      $5.36      $5.39
----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)                           $7          $7          $5          $4         $3         $1
----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)                1.66%(c)    1.59%       1.57%       1.56%      1.59%      1.62%(c)
----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
(loss) to average daily net assets                              4.49%(c)    4.25%       4.44%       4.65%      4.63%      4.89%(c)
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                  7%         20%         10%         21%        29%        48%
----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                                (3.57%)      1.17%       6.86%       6.32%      5.57%       .90%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
                                             PROSPECTUS -- JUNE 26, 2000     31p
<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MINNESOTA TAX-EXEMPT FUND
<TABLE>
<CAPTION>

FISCAL PERIOD ENDED JUNE 30,
----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                          CLASS A
                                                                1999(f)     1999        1998        1997       1996        1995
<S>                                                          <C>          <C>        <C>        <C>         <C>           <C>
Net asset value, beginning of period                            $5.26        $5.41       $5.30       $5.20      $5.19       $5.16
----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:

Net investment income (loss)                                      .14          .29         .30         .31        .30         .31
Net gains (losses) (both realized and unrealized)                (.31)        (.15)        .11         .10        .01         .03
----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                                 (.17)         .14         .41         .41        .31         .34
----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income                             (.14)        (.29)       (.30)       (.31)      (.30)       (.31)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $4.95        $5.26       $5.41       $5.30      $5.20       $5.19
----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)                         $3.54         $406        $385        $376       $393        $403
----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)                  .83%(c)      .78%        .75%        .75%       .80%        .67%
----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                      5.60%(c)     5.37%       5.61%       5.81%      5.66%       6.01%
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                  10%          13%          8%         14%        13%         28%
----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                                 (3.20%)       2.62%       7.96%       8.06%      5.90%       6.77%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
32p AXP TAX-EXEMPT FUNDS
<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MINNESOTA TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                        CLASS B
                                                            1999(f)     1999        1998        1997       1996        1995(b)
<S>                                                        <C>       <C>        <C>           <C>      <C>          <C>
Net asset value, beginning of period                        $5.26      $5.41       $5.30       $5.20      $5.19       $5.24
--------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                  .12        .25         .26         .27        .26         .09
Net gains (losses) (both realized and unrealized)            (.31)      (.15)        .11         .10        .01        (.05)
--------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                             (.19)       .10         .37         .37        .27         .04
--------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                         (.12)      (.25)       (.26)       (.27)      (.26)       (.09)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                              $4.95      $5.26       $5.41       $5.30      $5.20       $5.19
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)                       $45        $46         $31         $22        $16          $4
--------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)             1.59%(c)   1.54%       1.50%       1.50%      1.57%       1.27%(c)
--------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                  4.85%(c)   4.61%       4.86%       5.05%      4.94%       5.40%(c)
--------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                              10%        13%          8%         14%        13%         28%
--------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                             (3.57%)     1.85%       7.17%       7.23%      5.20%        .80%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
                                                PROSPECTUS -- JUNE 26, 2000  33p
<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP NEW YORK TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                          CLASS A
                                                            1999(f)       1999          1998        1997      1996      1995
<S>                                                        <C>         <C>           <C>           <C>      <C>        <C>
Net asset value, beginning of period                         $5.15        $5.29       $5.15       $5.06      $5.09       $5.12
---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                   .13          .25         .27         .28        .29         .30
Net gains (losses) (both realized and unrealized)             (.30)        (.14)        .14         .09       (.03)       (.03)
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                              (.17)         .11         .41         .37        .26         .27
---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                          (.13)        (.25)       (.27)       (.28)      (.29)       (.30)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                               $4.85        $5.15       $5.29       $5.15      $5.06       $5.09
---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)                        $92         $102        $105        $108       $115        $120
---------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)               .92%(c)      .82%        .79%        .81%       .82%        .70%
---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                   5.17%(c)     4.93%       5.22%       5.55%      5.51%       6.00%
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                7%           8%         10%         12%         9%         20%
---------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                              (3.28%)       2.04%       8.20%       7.60%      5.23%       5.46%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
34p AXP STATE TAX-EXEMPT FUNDS
<PAGE>


AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP NEW YORK TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
----------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                        CLASS B
                                                            1999(f)     1999        1998        1997       1996        1995(b)
<S>                                                        <C>       <C>        <C>           <C>      <C>          <C>
Net asset value, beginning of period                         $5.15      $5.29       $5.15       $5.06      $5.09       $5.17
----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                   .11        .21         .23         .25        .25         .09
Net gains (losses) (both realized and unrealized)             (.30)      (.14)        .14         .09       (.03)       (.08)
----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                              (.19)       .07         .37         .34        .22         .01
----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                          (.11)      (.21)       (.23)       (.25)      (.25)       (.09)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                               $4.85      $5.15       $5.29       $5.15      $5.06       $5.09
----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)                        $14        $14         $10          $8         $5          $2
----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)              1.65%(c)   1.57%       1.55%       1.56%      1.59%       1.59%(c)
----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                   4.44%(c)   4.20%       4.47%       4.81%      4.79%       5.42%(c)
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                                7%         8%         10%         12%         9%         20%
----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                              (3.65%)     1.28%       7.35%       6.80%      4.40%        .20%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
                                                PROSPECTUS -- JUNE 26, 2000  35p
<PAGE>


AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP OHIO TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
----------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                          CLASS A
                                                            1999(f)       1999          1998        1997      1996        1995
<S>                                                        <C>         <C>           <C>           <C>      <C>        <C>
Net asset value, beginning of period                       $5.36           $5.50       $5.38       $5.28      $5.28       $5.26
----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                 .14             .27         .29         .29        .29         .29
Net gains (losses) (both realized and unrealized)           (.30)           (.14)        .12         .10        .01         .03
----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                            (.16)            .13         .41         .39        .30         .32
----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                        (.14)           (.27)       (.29)       (.29)      (.29)       (.30)
Distributions from realized gains                             --              --          --          --       (.01)         --
----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                         (.14)           (.27)       (.29)       (.29)      (.30)       (.30)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                             $5.06           $5.36       $5.50       $5.38      $5.28       $5.28
----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)                      $62             $69         $67         $67        $72         $73
----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)             .89%(c)         .88%        .83%        .83%       .85%        .71%
----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                 5.23%(c)        5.02%       5.22%       5.46%      5.35%       5.65%
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                             10%              5%         10%          9%        24%         45%
----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                              (3.10%)          2.50%       7.79%       7.43%      5.76%       6.23%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).


--------------------------------------------------------------------------------
36p AXP STATE TAX-EXEMPT FUNDS
<PAGE>



AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP OHIO TAX-EXEMPT FUND
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                                           CLASS B
                                                            1999(f)        1999        1998        1997       1996        1995(b)
<S>                                                        <C>           <C>        <C>          <C>       <C>          <C>
Net asset value, beginning of period                         $5.36        $5.50       $5.38       $5.28      $5.28       $5.34
--------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                                   .12          .23         .24         .25        .24         .09
Net gains (losses) (both realized and unrealized)             (.30)        (.14)        .13         .10        .01        (.06)
--------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                              (.18)         .09         .37         .35        .25         .03
--------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:

Dividends from net investment income                          (.12)        (.23)       (.25)       (.25)      (.24)       (.09)
Distributions from realized gains                               --           --          --          --       (.01)         --
--------------------------------------------------------------------------------------------------------------------------------
Total distributions                                           (.12)        (.23)       (.25)       (.25)      (.25)       (.09)
Net asset value, end of period                               $5.06        $5.36       $5.50       $5.38      $5.28       $5.28
--------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)                         $7           $8          $5          $4         $2          $1
--------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)              1.65%(c)     1.63%       1.59%       1.59%      1.59%       1.66%(c)
--------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                                   4.47%(c)     4.27%       4.47%       4.74%      4.63%       4.58%(c)
--------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                               10%          5%         10%          9%        24%         45%
--------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                              (3.49%)      1.75%       6.98%       6.62%      4.96%        .60%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  Inception date was March 20, 1995.
(c)  Adjusted to an annual basis.
(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.
(e)  Total return does not reflect payment of a sales charge.
(f)  Six months ended Dec. 31, 1999 (Unaudited).

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


--------------------------------------------------------------------------------
                                                PROSPECTUS -- JUNE 26, 2000  37p
<PAGE>

Appendix

          APPENDIX A

--------------------------------------------------------------------------------
          DESCRIPTION OF BOND RATINGS

          Bond ratings concern the quality of the issuing state or local
          governmental unit. They are not an opinion of the market value of the
          security. Such ratings are opinions on whether the principal and
          interest will be repaid when due. A security's rating may change,
          which could affect its price. Ratings by Moody's Investors Service,
          Inc. are Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard &
          Poor's Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D. The
          following is a compilation of the two agencies' rating descriptions.
          For further information, see the SAI.

Aaa/AAA   Judged to be of the best quality and carry the smallest degree of
          investment risk. Interest and principal are secure.

  Aa/AA   Judged to be high-grade although margins of protection for interest
          and principal may not be quite as good as Aaa or AAA rated securities.

      A   Considered upper-medium grade. Protection for interest and principal
          is deemed adequate but may be susceptible to future impairment.

Baa/BBB   Considered medium-grade obligations. Protection for interest and
          principal is adequate over the short-term; however, these obligations
          may have certain speculative characteristics.

  Ba/BB   Considered to have speculative elements. The protection of interest
          and principal payments may be very moderate.

      B   Lack characteristics of more desirable investments. There may be small
          assurance over any long period of time of the payment of interest and
          principal.

Caa/CCC   Are of poor standing. Such issues may be in default or there may be
          risk with respect to principal or interest.

  Ca/CC   Represent obligations that are highly speculative. Such issues are
          often in default or have other marked shortcomings.

      C   Are obligations with a higher degree of speculation. These securities
          have major risk exposures to default.

      D   Are in payment default. The D rating is used when interest payments or
          principal payments are not made on the due date.


--------------------------------------------------------------------------------
38p AXP STATE TAX-EXEMPT FUNDS
<PAGE>

NON-RATED SECURITIES will be considered for investment when they possess a risk
comparable to that of rated securities consistent with the Fund's objectives and
policies. When assessing the risk involved in each non-rated security, the Fund
will consider the financial condition of the issuer or the protection afforded
by the terms of the security.

DEFINITIONS OF ZERO-COUPON AND PAY-IN-KIND SECURITIES

A ZERO-COUPON SECURITY is a security that is sold at a deep discount from its
face value and makes no periodic interest payments. The buyer of such a security
receives a rate of return by gradual appreciation of the security, which is
redeemed at face value on the maturity date.

A PAY-IN-KIND SECURITY is a security in which the issuer has the option to make
interest payments in cash or in additional securities. The securities issued as
interest usually have the same terms, including maturity date, as the
pay-in-kind securities.


--------------------------------------------------------------------------------
                                                PROSPECTUS -- JUNE 26, 2000  39p
<PAGE>


APPENDIX B

1999 STATE TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

TAX-EXEMPT INCOME VS. TAXABLE INCOME

1999 CALIFORNIA TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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

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


40p AXP STATE TAX-EXEMPT FUNDS
<PAGE>

Under Taxable Income married filing jointly status, $138,000 is in the
$104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
$126,600 to $189,950 column. The Taxable Income line and Adjusted Gross Income
column meet at 38.26%. This is the rate you'll use in Step 2.
<TABLE>
<CAPTION>

                                                              ADJUSTED GROSS INCOME*
                                               ----------------------------------------------------------------------------
     TAXABLE INCOME**                                 $0          $126,600         $189,950
     MARRIED FILING JOINTLY                           to                to               to             OVER
                                                $126,600(1)       $189,950(2)      $312,450(3)      $312,450(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>              <C>              <C>
 $            0   -$  10,262                       15.85%
         10,262   -   24,322                       16.70
         24,322   -   38,386                       18.40
         38,386   -   43,050                       20.10
         43,050   -   53,288                       32.32
         53,288   -   67,346                       33.76
         67,346   -  104,050                       34.70             35.46%
        104,050   -  158,550                       37.42             38.26            39.50%
        158,550   -  283,150                       41.95             42.93            44.37            42.93%
        283,150   +                                45.22                              47.88***         46.29
---------------------------------------------------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0                              $126,600
     SINGLE                                        to                                 to                OVER
                                             $126,600(1)                            249,100(3)      $249,100(2)
---------------------------------------------------------------------------------------------------------------------------
 $            0   -$   5,131                       15.85%
          5,131   -   12,161                       16.70
         12,161   -   19,193                       18.40
         19,193   -   25,750                       20.10
         25,750   -   26,644                       32.32
         26,644   -   33,673                       33.76
         33,673   -   62,450                       34.70
         62,450   -  130,250                       37.42                              38.88%
        130,250   -  283,150                       41.95                              43.65            42.93%
        283,150   +                                45.22                                               46.29
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Gross income with certain adjustments before taking itemized deductions and
 personal exemptions.
**Amount subject to federal income tax after itemized deduction and personal
  exemptions.
***This rate is applicable only in the limited case where your adjusted gross
   income is less than $312,450 and your taxable income exceeds $283,150.
(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)Itemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
   and no phase out of personal exemptions.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions, personal exemptions phase-out and itemized deductions continue to
   phase-out.
   Federal taxes are not deductible on the California state tax return.
   The combined federal/California tax brackets are based on state tax rates and
   bracket in effect on Dec. 31, 1998. These rates may change if California tax
   rates change in 1999. In California, tax brackets are indexed for inflation.
   These figures do not reflect the 1999 inflation adjustment. If state tax
   rates change, equivalent rates may differ from those shown.
   If these assumptions do not apply to you, it will be necessary to construct
   your own personalized tax equivalency table.


-------------------------------------------------------------------------------
                                                PROSPECTUS -- AUG. 27, 1999 41p


<PAGE>



STEP 2: DETERMINING YOUR COMBINED FEDERAL AND CALIFORNIA STATE TAXABLE YIELD
EQUIVALENTS.

Using 38.26%, you may determine that a tax-exempt yield of 4% is equivalent to
earning a taxable 6.48% yield.

<TABLE>
<CAPTION>

                       For these TAX-EXEMPT RATES:
-------------------------------------------------------------------------------
                       3.00%  3.50%  4.00%  4.50%  5.00%  5.50%  6.00%  6.50%
-------------------------------------------------------------------------------
MARGINAL TAX RATES     Equal the TAXABLE RATES shown below:
-------------------------------------------------------------------------------
<S>                    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 15.85%                3.57   4.16   4.75   5.35   5.94   6.54   7.13   7.72
 16.70%                3.60   4.20   4.80   5.40   6.00   6.60   7.20   7.80
 18.40%                3.68   4.29   4.90   5.51   6.13   6.74   7.35   7.97
 20.10%                3.75   4.38   5.01   5.63   6.26   6.88   7.51   8.14
 32.32%                4.43   5.17   5.91   6.65   7.39   8.13   8.87   9.60
 33.76%                4.53   5.28   6.04   6.79   7.55   8.30   9.06   9.81
 34.70%                4.59   5.36   6.13   6.89   7.66   8.42   9.19   9.95
 35.46%                4.65   5.42   6.20   6.97   7.75   8.52   9.30  10.07
 37.42%                4.79   5.59   6.39   7.19   7.99   8.79   9.59  10.39
 38.26%                4.86   5.67   6.48   7.29   8.10   8.91   9.72  10.53
 38.88%                4.91   5.73   6.54   7.36   8.18   9.00   9.82  10.63
 39.50%                4.96   5.79   6.61   7.44   8.26   9.09   9.92  10.74
 41.95%                5.17   6.03   6.89   7.75   8.61   9.47  10.34  11.20
 42.93%                5.26   6.13   7.01   7.89   8.76   9.64  10.51  11.39
 43.65%                5.32   6.21   7.10   7.99   8.87   9.76  10.65  11.54
 44.37%                5.39   6.29   7.19   8.09   8.99   9.89  10.79  11.68
 45.22%                5.48   6.39   7.30   8.21   9.13  10.04  10.95  11.87
 46.29%                5.59   6.52   7.45   8.38   9.31  10.24  11.17  12.10
 47.88%                5.76   6.72   7.67   8.63   9.59  10.55  11.51  12.47
-------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
42p AXP STATE TAX-EXEMPT FUNDS


<PAGE>



1999 MASSACHUSETTS TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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

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

Under Taxable Income married filing jointly status, $138,000 is in the
$104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
$126,600 to $189,950 column. The Taxable Income line and Adjusted Gross Income
column meet at 35.98%. This is the rate you'll use in Step 2.
<TABLE>
<CAPTION>

                                                              ADJUSTED GROSS INCOME*
                                             ------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0          $126,600         $189,950
     MARRIED FILING JOINTLY                        to                to               to               OVER
                                             $126,600(1)       $189,950(2)      $312,450(3)        $312,450(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>                <C>
       $      0   - $ 43,050                    20.06%
         43,050   -  104,050                    32.28             33.07%
        104,050   -  158,550                    35.11             35.98            37.26%
        158,550   -  283,150                    39.81             40.82            42.31              40.82%
        283,150   +                             43.19                              45.95***           44.31
---------------------------------------------------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0                           $126,600
     SINGLE                                        to                                 to               OVER
                                             $126,600(1)                        $249,100(3)        $249,100(2)
---------------------------------------------------------------------------------------------------------------------------
       $      0   - $ 25,750                    20.06%
         25,750   -   62,450                    32.28
         62,450   -  130,250                    35.11                              36.62%
        130,250   -  283,150                    39.81                              41.57              40.82%
        283,150   +                             43.19                                                 44.31
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)Itemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
   and no phase-out of personal exemptions.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions, personal exemptions phase-out and itemized deductions continue to
   phase-out.

   Federal income taxes are not deductible on the Massachusetts state tax
   return.

   The combined federal/Massachusetts tax brackets are based on state tax rates
   for Part A income in effect on Jan. 1, 1999. These rates may change if
   Massachusetts tax rates change in 1999. If state tax rates change, equivalent
   rates may differ from those shown.

   If these assumptions do not apply to you, it will be necessary to construct
   your own personalized tax equivalency table.


-------------------------------------------------------------------------------
                                                PROSPECTUS -- AUG. 27, 1999 43p


<PAGE>



STEP 2: DETERMINING YOUR COMBINED FEDERAL AND MASSACHUSETTS STATE TAXABLE YIELD
        EQUIVALENTS.

Using 35.98%, you may determine that a tax-exempt yield of 4% is equivalent to
earning a taxable 6.25% yield.

<TABLE>
<CAPTION>

                              For these TAX-EXEMPT RATES:
                              ---------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
---------------------------------------------------------------------------------------------------------------------------
     MARGINAL TAX RATES       Equal the TAXABLE RATES shown below:
<S>                           <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>
          20.06%              3.75      4.38      5.00      5.63       6.25      6.88       7.51      8.13
          32.28%              4.43      5.17      5.91      6.65       7.38      8.12       8.86      9.60
          33.07%              4.48      5.23      5.98      6.72       7.47      8.22       8.96      9.71
          35.11%              4.62      5.39      6.16      6.93       7.71      8.48       9.25     10.02
          35.98%              4.69      5.47      6.25      7.03       7.81      8.59       9.37     10.15
          36.62%              4.73      5.52      6.31      7.10       7.89      8.68       9.47     10.26
          37.26%              4.78      5.58      6.38      7.17       7.97      8.77       9.56     10.36
          39.81%              4.98      5.81      6.65      7.48       8.31      9.14       9.97     10.80
          40.82%              5.07      5.91      6.76      7.60       8.45      9.29      10.14     10.98
          41.57%              5.13      5.99      6.85      7.70       8.56      9.41      10.27     11.12
          42.31%              5.20      6.07      6.93      7.80       8.67      9.53      10.40     11.27
          43.19%              5.28      6.16      7.04      7.92       8.80      9.68      10.56     11.44
          44.31%              5.39      6.28      7.18      8.08       8.98      9.88      10.77     11.67
          45.95%              5.55      6.48      7.40      8.33       9.25     10.18      11.10     12.03
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
44p AXP STATE TAX-EXEMPT FUNDS



<PAGE>



1999 MICHIGAN TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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


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

Under Taxable Income married filing jointly status, $138,000 is in the
$104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
$126,600 to $189,950 column. The Taxable Income line and Adjusted Gross Income
column meet at 34.93%. This is the rate you'll use in Step 2.
<TABLE>
<CAPTION>

                                                              ADJUSTED GROSS INCOME*
                                             ------------------------------------------------------------------------------

TAXABLE INCOME**                                   $0          $126,600         $189,950
MARRIED FILING JOINTLY                             to                to               to               OVER
                                             $126,600(1)       $189,950(2)      $312,450(3)        $312,450(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>                <C>
       $      0   - $ 43,050                    18.74%
         43,050   -  104,050                    31.17             31.97%
        104,050   -  158,550                    34.04             34.93            36.23%
        158,550   -  283,150                    38.82             39.85            41.36              39.85%
        283,150   +                             42.26                              45.06***           43.39
---------------------------------------------------------------------------------------------------------------------------
TAXABLE INCOME**                                   $0                           $126,600
SINGLE                                             to                                 to               OVER
                                             $126,600(1)                        $249,100(3)        $249,100(2)
---------------------------------------------------------------------------------------------------------------------------
       $      0   - $ 25,750                    18.74%
         25,750   -   62,450                    31.17
         62,450   -  130,250                    34.04                              35.58%
        130,250   -  283,150                    38.82                              40.61              39.85%
        283,150   +                             42.26                                                 43.39
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)Itemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
   and no phase-out of personal exemptions.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions, personal exemptions phase-out and itemized deductions continue to
   phase-out.

   Federal taxes are not deductible on the Michigan state tax return.

   The combined federal/Michigan tax brackets are based on state tax rates in
   effect on Jan 1, 1999. These rates may change if Michigan tax rates change in
   1999. If state tax rates change, equivalent rates may differ from those
   shown.

   If these assumptions do not apply to you, it will be necessary to construct
   your own personalized tax equivalency table.


-------------------------------------------------------------------------------
                                                PROSPECTUS -- AUG. 27, 1999 45p


<PAGE>

STEP 2: DETERMINING YOUR COMBINED FEDERAL AND MICHIGAN STATE TAXABLE YIELD
        EQUIVALENTS.

Using 34.93%, you may determine that a tax-exempt yield of 4% is equivalent to
earning a taxable 6.15% yield.

<TABLE>
<CAPTION>

                        For these TAX-EXEMPT RATES:
--------------------------------------------------------------------------------
                      3.00%   3.50%  4.00%  4.50%  5.00%  5.50%  6.00%  6.50%
--------------------------------------------------------------------------------
MARGINAL TAX RATES    Equal the TAXABLE RATES shown below:
--------------------------------------------------------------------------------

<S>                   <C>     <C>    <C>    <C>    <C>   <C>    <C>    <C>
       18.74%         3.69    4.31   4.92   5.54   6.15   6.77   7.38   8.00
       31.17%         4.36    5.08   5.81   6.54   7.26   7.99   8.72   9.44
       31.97%         4.41    5.14   5.88   6.61   7.35   8.08   8.82   9.55
       34.04%         4.55    5.31   6.06   6.82   7.58   8.34   9.10   9.85
       34.93%         4.61    5.38   6.15   6.92   7.68   8.45   9.22   9.99
       35.58%         4.66    5.43   6.21   6.99   7.76   8.54   9.31  10.09
       36.23%         4.70    5.49   6.27   7.06   7.84   8.62   9.41  10.19
       38.82%         4.90    5.72   6.54   7.36   8.17   8.99   9.81  10.62
       39.85%         4.99    5.82   6.65   7.48   8.31   9.14   9.98  10.81
       40.61%         5.05    5.89   6.74   7.58   8.42   9.26  10.10  10.94
       41.36%         5.12    5.97   6.82   7.67   8.53   9.38  10.23  11.08
       42.26%         5.20    6.06   6.93   7.79   8.66   9.53  10.39  11.26
       43.39%         5.30    6.18   7.07   7.95   8.83   9.72  10.60  11.48
       45.06%         5.46    6.37   7.28   8.19   9.10  10.01  10.92  11.83
--------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
46p AXP STATE TAX-EXEMPT FUNDS


<PAGE>



1999 MINNESOTA TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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

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

Under Taxable Income married filing jointly status, $138,000 is in the
$104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
$126,600 to $189,950 column. The Taxable Income line and Adjusted Gross Income
column meet at 37.38%. This is the rate you'll use in Step 2.
<TABLE>
<CAPTION>

                                                              ADJUSTED GROSS INCOME*
                                            ------------------------------------------------------------------------------

     TAXABLE INCOME**                              $0          $126,600         $189,950
     MARRIED FILING JOINTLY                        to                to               to               OVER
                                             $126,600(1)       $189,950(2)      $312,450(3)        $312,450(2)
---------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>               <C>              <C>               <C>
       $      0   - $ 25,220                    19.68%
         25,220   -   43,050                    21.16
         43,050   -  100,200                    33.22             34.00%
        100,200   -  104,050                    33.76             34.53
        104,050   -  158,550                    36.52             37.38            38.63%
        158,550   -  283,150                    41.12             42.11            43.57              42.11%
        283,150   +                             44.43                              47.13***           45.52
---------------------------------------------------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0                           $126,600
     SINGLE                                        to                                 to               OVER
                                             $126,600(1)                        $249,100(3)        $249,100(2)
---------------------------------------------------------------------------------------------------------------------------

       $      0   - $ 17,250                    19.68%
         17,250   -   25,750                    21.16
         25,750   -   56,680                    33.22
         56,680   -   62,450                    33.76
         62,450   -  130,250                    36.52                              38.00%
        130,250   -  283,150                    41.12                              42.84              42.11%
        283,150   +                             44.43                                                 45.52
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)IItemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
   and no phase-out of personal exemptions.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions, personal exemptions phase out and itemized deductions continue to
   phase-out.

   Federal taxes are not deductible on the Minnesota state tax return.

   The combined federal/Minnesota tax brackets are based on state tax rates
   effective as of Jan. 1, 1999. These rates may change if Minnesota tax rates
   change in 1999. If state tax rates change, equivalent rates may differ from
   those shown.

   If these assumptions do not apply to you, it will be necessary to construct
   your own personalized tax equivalency table.


-------------------------------------------------------------------------------
                                                PROSPECTUS -- AUG. 27, 1999 47p



<PAGE>



STEP 2: DETERMINING YOUR COMBINED FEDERAL AND MINNESOTA STATE TAXABLE YIELD
        EQUIVALENTS.

Using 37.38%, you may determine that a tax-exempt yield of 4% is equivalent to
earning a taxable 6.39% yield.

<TABLE>
<CAPTION>

                              For these TAX-EXEMPT RATES:
                              -------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
                              -------------------------------------------------------------------------------
     MARGINAL TAX RATES       Equal the TAXABLE RATES shown below:
-------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>
          19.68%              3.74      4.36      4.98      5.60       6.23      6.85       7.47      8.09
          21.16%              3.81      4.44      5.07      5.71       6.34      6.95       7.61      8.24
          33.22%              4.49      5.24      5.99      6.74       7.49      8.24       8.98      9.73
          33.76%              4.53      5.28      6.04      6.79       7.55      8.30       9.06      9.81
          34.00%              4.55      5.30      6.06      6.82       7.58      8.33       9.09      9.85
          34.53%              4.58      5.35      6.11      6.87       7.64      8.40       9.16      9.93
          36.52%              4.73      5.51      6.30      7.09       7.88      8.66       9.45     10.24
          37.38%              4.79      5.59      6.39      7.19       7.98      8.78       9.58     10.38
          38.00%              4.84      5.65      6.45      7.26       8.06      8.87       9.68     10.48
          38.63%              4.89      5.70      6.52      7.33       8.15      8.96       9.78     10.59
          41.12%              5.10      5.94      6.79      7.64       8.49      9.34      10.19     11.04
          42.11%              5.18      6.05      6.91      7.77       8.64      9.50      10.36     11.23
          42.84%              5.25      6.12      7.00      7.87       8.75      9.62      10.50     11.37
          43.57%              5.32      6.20      7.09      7.97       8.86      9.75      10.63     11.52
          44.43%              5.40      6.30      7.20      8.10       9.00      9.90      10.80     11.70
          45.52%              5.51      6.42      7.34      8.26       9.18     10.10      11.01     11.93
          47.13%              5.67      6.62      7.57      8.51       9.46     10.40      11.35     12.29
-------------------------------------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
48p AXP STATE TAX-EXEMPT FUNDS


<PAGE>



1999 NEW YORK STATE TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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

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

Under Taxable Income married filing jointly status, $138,000 is in the
$104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
$126,600 to $189,950 column. The Taxable Income line and Adjusted Gross Income
column meet at 36.59%. This is the rate you'll use in Step 2.
<TABLE>
<CAPTION>

                                                              ADJUSTED GROSS INCOME*
                                             ------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0          $126,600         $189,950
     MARRIED FILING JOINTLY                        to                to               to               OVER
                                             $126,600(1)       $189,950(2)      $312,450(3)        $312,450(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>                <C>
       $      0   - $ 16,000                    18.40%
         16,000   -   22,000                    18.83
         22,000   -   26,000                    19.46
         26,000   -   40,000                    20.02
         40,000   -   43,050                    20.82
         43,050   -  104,050                    32.93             33.71%
        104,050   -  158,550                    35.73             36.59            37.86%
        158,550   -  283,150                    40.38             41.39            42.87              41.39%
        283,150   +                             43.74                              46.47***           44.84
---------------------------------------------------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0                           $126,600
     SINGLE                                        to                                 to               OVER
                                             $126,600(1)                        $249,100(3)        $249,100(2)
---------------------------------------------------------------------------------------------------------------------------
       $      0   - $  8,000                    18.40%
          8,000   -   11,000                    18.83
         11,000   -   13,000                    19.46
         13,000   -   20,000                    20.02
         20,000   -   25,750                    20.82
         25,750   -   62,450                    32.93
         62,450   -  130,250                    35.73                              37.23%
        130,250   -  283,150                    40.38                              42.13              41.39%
        283,150   +                             43.74                                                 44.84
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)Itemized Deductions Phase-out and Recapture of Personal Income Tax -- Assumes
   a phase-out of itemized deductions and no phase-out of personal exemptions.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions, personal exemptions phase-out and itemized deductions continue to
   phase-out.

Federal taxes are not deductible on the New York state tax return. The state Tax
Table Benefit Recapture is not included in the New York tables.

The combined federal/New York state tax brackets are based on state tax rates in
effect on Jan. 1, 1999. These rates may change if New York state tax rates
change in 1999. If state tax rates change, equivalent rates may differ from
those shown.

This table does not reflect the state itemized deduction adjustment.

If these assumptions do not apply to you, it will be necessary to construct your
own personalized tax equivalency table.


-------------------------------------------------------------------------------
                                                 PROSPECTUS --AUG. 27, 1999 49p


<PAGE>



STEP 2: DETERMINING YOUR COMBINED FEDERAL AND NEW YORK STATE TAXABLE YIELD
        EQUIVALENTS.

Using 36.59%, you may determine that a tax-exempt yield of 4% is equivalent to
earning a taxable 6.31% yield.

<TABLE>
<CAPTION>

                              For these TAX-EXEMPT RATES:
-------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
-------------------------------------------------------------------------------------------------------------
     MARGINAL TAX RATES       Equal the TAXABLE RATES shown below:
-------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>
          18.40%              3.68      4.29      4.90      5.51       6.13      6.74       7.35      7.97
          18.83%              3.70      4.31      4.93      5.54       6.16      6.78       7.39      8.01
          19.46%              3.72      4.35      4.97      5.59       6.21      6.83       7.45      8.07
          20.02%              3.75      4.38      5.00      5.63       6.25      6.88       7.50      8.13
          20.82%              3.79      4.42      5.05      5.68       6.31      6.95       7.58      8.21
          32.93%              4.47      5.22      5.96      6.71       7.45      8.20       8.95      9.69
          33.71%              4.53      5.28      6.03      6.79       7.54      8.30       9.05      9.81
          35.73%              4.67      5.45      6.22      7.00       7.78      8.56       9.34     10.11
          36.59%              4.73      5.52      6.31      7.10       7.89      8.67       9.46     10.25
          37.23%              4.78      5.58      6.37      7.17       7.97      8.76       9.56     10.36
          37.86%              4.83      5.63      6.44      7.24       8.05      8.85       9.66     10.46
          40.38%              5.03      5.87      6.71      7.55       8.39      9.23      10.06     10.90
          41.39%              5.12      5.97      6.82      7.68       8.53      9.38      10.24     11.09
          42.13%              5.18      6.05      6.91      7.78       8.64      9.50      10.37     11.23
          42.87%              5.25      6.12      7.00      7.88       8.75      9.63      10.50     11.38
          43.74%              5.33      6.22      7.11      8.00       8.89      9.78      10.66     11.55
          44.84%              5.44      6.35      7.25      8.16       9.06      9.97      10.88     11.78
          46.47%              5.60      6.54      7.47      8.41       9.34     10.27      11.21     12.14
-------------------------------------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
50p AXP STATE TAX-EXEMPT FUNDS



<PAGE>

1999 NEW YORK STATE AND NEW YORK CITY TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD
CALCULATION

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

STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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

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

Under Taxable Income married filing jointly status, $138,000 is in the
$104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
$126,600 to $189,950 column. The Taxable Income line and Adjusted Gross Income
column meet at 38.88%. This is the rate you'll use in Step 2.

<TABLE>
<CAPTION>

                                             ADJUSTED GROSS INCOME*
                                             ------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0          $126,600         $189,950
     MARRIED FILING JOINTLY                        to                to               to               OVER
                                             $126,600(1)       $189,950(2)      $312,450(3)        $312,450(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>                <C>
       $      0   - $ 16,000                       20.67%
         16,000   -   21,600                       21.10
         21,600   -   22,000                       21.59
         22,000   -   26,000                       22.23
         26,000   -   40,000                       22.78
         40,000   -   43,050                       23.59
         43,050   -   45,000                       35.28
         45,000   -   90,000                       35.31             36.07%
         90,000   -  104,050                       35.35             36.10
        104,050   -  158,550                       38.04             38.88            40.10%
        158,550   -  283,150                       42.53             43.50            44.92              43.50%
        283,150   +                                45.77                              48.40***           46.83
---------------------------------------------------------------------------------------------------------------------------
     TAXABLE INCOME**                                 $0                           $126,600
     SINGLE                                           to                                 to               OVER
                                                $126,600(1)                        $249,100(3)        $249,100(2)
---------------------------------------------------------------------------------------------------------------------------
       $      0   - $  8,000                       20.67%
          8,000   -   11,000                       21.10
         11,000   -   12,000                       21.74
         12,000   -   13,000                       22.23
         13,000   -   20,000                       22.78
         20,000   -   25,000                       23.59
         25,000   -   25,750                       23.63
         25,750   -   50,000                       35.31
         50,000   -   62,450                       35.35
         62,450   -  130,250                       38.04                              39.49%
        130,250   -  283,150                       42.53                              44.21              43.50%
        283,150   +                                45.77                                                 46.83
</TABLE>



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

(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)Itemized Deductions Phase-out and Recapture of Personal Income Tax -- Assumes
   a single taxpayer has one personal exemption, joint taxpayers have two
   personal exemptions. Does not take into consideration the state AGI recapture
   of personal income tax, which might increase the percentage.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions and itemized deductions continue to phase-out.

   Federal taxes are not deductible on the New York state tax return. The
   state Tax Table Benefit Recapture is not included in the New York tables.

   The combined federal/New York state and city tax brackets are based on
   state and blended city tax rates in effect on January 1, 1999. These rates
   may change if New York state or city tax rates change in 1999. The New
   York City Additional Tax Surcharge, due to expire on December 31, 1999, is
   not reflected on this table. If state or city tax rates change, equivalent
   rates may be higher than those shown.

   This table does not reflect the state itemized deduction adjustment.

   If these assumptions do not apply to you, it will be necessary to
   construct your own personalized tax equivalency table.

-------------------------------------------------------------------------------
                                                PROSPECTUS -- AUG. 27, 1999 51p



<PAGE>



STEP 2: DETERMINING YOUR COMBINED FEDERAL, NEW YORK STATE AND NEW YORK CITY
TAXABLE YIELD EQUIVALENTS.

Using 38.88%, you may determine that a tax-exempt yield of 4% is equivalent
to earning a taxable 6.54% yield.

<TABLE>
<CAPTION>

                              For these TAX-EXEMPT RATES:
                              -------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
                              -------------------------------------------------------------------------------
     MARGINAL TAX RATES       Equal the TAXABLE RATES shown below:
-------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>
          20.67%              3.78      4.41      5.04      5.67       6.30      6.93       7.56      8.19
          21.10%              3.80      4.44      5.07      5.70       6.34      6.97       7.60      8.24
          21.59%              3.83      4.46      5.10      5.74       6.38      7.01       7.65      8.29
          21.74%              3.83      4.47      5.11      5.75       6.39      7.03       7.67      8.31
          22.23%              3.86      4.50      5.14      5.79       6.43      7.07       7.72      8.36
          22.78%              3.89      4.53      5.18      5.83       6.48      7.12       7.77      8.42
          23.59%              3.93      4.58      5.23      5.89       6.54      7.20       7.85      8.51
          23.63%              3.93      4.58      5.24      5.89       6.55      7.20       7.86      8.51
          35.28%              4.64      5.41      6.18      6.95       7.73      8.50       9.27     10.04
          35.31%              4.64      5.41      6.18      6.96       7.73      8.50       9.28     10.05
          35.35%              4.64      5.41      6.19      6.96       7.73      8.51       9.28     10.05
          36.07%              4.69      5.47      6.26      7.04       7.82      8.60       9.39     10.17
          36.10%              4.69      5.48      6.26      7.04       7.82      8.61       9.39     10.17
          38.04%              4.84      5.65      6.46      7.26       8.07      8.88       9.68     10.49
          38.88%              4.91      5.73      6.54      7.36       8.18      9.00       9.82     10.63
          39.49%              4.96      5.78      6.61      7.44       8.26      9.09       9.92     10.74
          40.10%              5.01      5.84      6.68      7.51       8.35      9.18      10.02     10.85
          42.53%              5.22      6.09      6.96      7.83       8.70      9.57      10.44     11.31
          43.50%              5.31      6.19      7.08      7.96       8.85      9.73      10.62     11.50
          44.21%              5.38      6.27      7.17      8.07       8.96      9.86      10.75     11.65
          44.92%              5.45      6.35      7.26      8.17       9.08      9.99      10.89     11.80
          45.77%              5.53      6.45      7.38      8.30       9.22     10.14      11.06     11.99
          46.83%              5.64      6.58      7.52      8.46       9.40     10.34      11.28     12.22
          48.40%              5.81      6.78      7.75      8.72       9.69     10.66      11.63     12.60
-------------------------------------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
52p AXP STATE TAX-EXEMPT FUNDS



<PAGE>



     1999 OHIO TAX-EXEMPT AND TAXABLE EQUIVALENT YIELD CALCULATION

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

     STEP 1: CALCULATING YOUR MARGINAL TAX RATE.

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

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

     Under Taxable Income married filing jointly status, $138,000 is in the
     $104,050-$158,550 range. Under Adjusted Gross Income, $175,000 is in the
     $126,600 to $189,950 column. The Taxable Income line and Adjusted Gross
     Income column meet at 36.19%. This is the rate you'll use in Step 2.

<TABLE>
<CAPTION>

                                             ADJUSTED GROSS INCOME*
                                             ------------------------------------------------------------------------------

     TAXABLE INCOME**                              $0          $126,600         $189,950
     MARRIED FILING JOINTLY                        to                to               to               OVER
                                             $126,600(1)       $189,950(2)      $312,450(3)        $312,450(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>                <C>
       $      0   - $  5,000                    15.57%
          5,000   -   10,000                    16.14
         10,000   -   15,000                    17.29
         15,000   -   20,000                    17.86
         20,000   -   40,000                    18.43
         40,000   -   43,050                    19.01
         43,050   -   80,000                    31.39
         80,000   -  100,000                    31.88             32.67%
        100,000   -  104,050                    32.50             33.29
        104,050   -  158,550                    35.32             36.19            37.47%
        158,550   -  200,000                    40.00             41.02            42.50
        200,000   -  283,150                    40.35                              42.83              41.36%
        283,150   +                             43.71                              46.44***           44.81
---------------------------------------------------------------------------------------------------------------------------
     TAXABLE INCOME**                              $0                           $126,600
     SINGLE                                        to                                 to               OVER
                                             $126,600(1)                        $249,100(3)        $249,100(2)
---------------------------------------------------------------------------------------------------------------------------
       $      0   - $  5,000                    15.57%
          5,000   -   10,000                    16.14
         10,000   -   15,000                    17.29
         15,000   -   20,000                    17.86
         20,000   -   25,750                    18.43
         25,750   -   40,000                    30.91
         40,000   -   62,450                    31.39
         62,450   -   80,000                    34.25
         80,000   -  100,000                    34.72                              36.24%
        100,000   -  130,250                    35.32                              36.83
        130,250   -  200,000                    40.00                              41.76              41.02%
        200,000   -  283,150                    40.35                              42.10              41.36
        283,150   +                             43.71                                                 44.81
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)No Phase-out -- Assumes no phase-out of itemized deductions or personal
   exemptions.
(2)Itemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
   and no phase-out of personal exemptions.
(3)Itemized Deductions and Personal Exemption Phase-outs -- Assumes a single
   taxpayer has one personal exemption, joint taxpayers have two personal
   exemptions, personal exemptions phase-out and the itemized deductions
   continue to phase-out.

   Federal taxes are not deductible on the Ohio state tax return.

   The combined federal/Ohio tax brackets are based on state tax rates in
   effect on Dec. 31, 1998. These rates may change if Ohio tax rates change
   in 1999. If state tax rates change, equivalent rates may differ from those
   shown.

   This table does not reflect the state joint filing credit.

   If these assumptions do not apply to you, it will be necessary to
   construct your own personalized tax equivalency table.

-------------------------------------------------------------------------------
                                                PROSPECTUS -- AUG. 27, 1999 53p


<PAGE>


STEP 2: DETERMINING YOUR COMBINED FEDERAL AND OHIO STATE TAXABLE YIELD
EQUIVALENTS.


Using 36.19%, you may determine that a tax-exempt yield of 4% is equivalent to
earning a taxable 6.27% yield.

<TABLE>
<CAPTION>

                              For these TAX-EXEMPT RATES:
                              -------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
                              -------------------------------------------------------------------------------
     MARGINAL TAX RATES       Equal the TAXABLE RATES shown below:
-------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>
          15.57%              3.55      4.15      4.74      5.33       5.92      6.51       7.11      7.70
          16.14%              3.58      4.17      4.77      5.37       5.96      6.56       7.15      7.75
          17.29%              3.63      4.23      4.84      5.44       6.05      6.65       7.25      7.86
          17.86%              3.65      4.26      4.87      5.48       6.09      6.70       7.30      7.91
          18.43%              3.68      4.29      4.90      5.52       6.13      6.74       7.36      7.97
          19.01%              3.70      4.32      4.94      5.56       6.17      6.79       7.41      8.03
          30.91%              4.34      5.07      5.79      6.51       7.24      7.96       8.68      9.41
          31.39%              4.37      5.10      5.83      6.56       7.29      8.02       8.75      9.47
          31.88%              4.40      5.14      5.87      6.61       7.34      8.07       8.81      9.54
          32.20%              4.42      5.16      5.90      6.64       7.37      8.11       8.85      9.59
          32.50%              4.44      5.19      5.93      6.67       7.41      8.15       8.89      9.63
          32.67%              4.46      5.20      5.94      6.68       7.43      8.17       8.91      9.65
          33.29%              4.50      5.25      6.00      6.75       7.50      8.24       8.99      9.74
          34.25%              4.56      5.32      6.08      6.84       7.60      8.37       9.13      9.89
          34.72%              4.60      5.36      6.13      6.89       7.66      8.43       9.19      9.96
          35.32%              4.64      5.41      6.18      6.96       7.73      8.50       9.28     10.05
          36.19%              4.70      5.49      6.27      7.05       7.84      8.62       9.40     10.19
          36.24%              4.71      5.49      6.27      7.06       7.84      8.63       9.41     10.19
          36.83%              4.75      5.54      6.33      7.12       7.92      8.71       9.50     10.29
          37.47%              4.80      5.60      6.40      7.20       8.00      8.80       9.60     10.40
          40.00%              5.00      5.83      6.67      7.50       8.33      9.17      10.00     10.83
          40.35%              5.03      5.87      6.71      7.54       8.38      9.22      10.06     10.90
          41.02%              5.09      5.93      6.78      7.63       8.48      9.33      10.17     11.02
          41.36%              5.12      5.97      6.82      7.67       8.53      9.38      10.23     11.08
          41.76%              5.15      6.01      6.87      7.73       8.59      9.44      10.30     11.16
          42.10%              5.18      6.04      6.91      7.77       8.64      9.50      10.36     11.23
          42.50%              5.22      6.09      6.96      7.83       8.70      9.57      10.43     11.30
          42.83%              5.25      6.12      7.00      7.87       8.75      9.62      10.50     11.37
          43.71%              5.33      6.22      7.11      7.99       8.88      9.77      10.66     11.55
          44.81%              5.44      6.34      7.25      8.15       9.06      9.97      10.87     11.78
          46.44%              5.60      6.53      7.47      8.40       9.34     10.27      11.20     12.14
--------------------------------------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
54p AXP STATE TAX-EXEMPT FUNDS


<PAGE>


DESCRIPTIONS OF DERIVATIVE INSTRUMENTS

What follows are brief descriptions of derivative instruments each Fund may use.
At various times a Fund may use some or all of these instruments and is not
limited to these instruments. It may use other similar types of instruments if
they are consistent with a Fund's investment goal and policies. For more
information on these instruments, see the SAI.

OPTIONS AND FUTURES CONTRACTS -- An option is an agreement to buy or sell an
instrument at a set price during a certain period of time. A futures contract is
an agreement to buy or sell an instrument for a set price on a future date. A
Fund may buy and sell options and futures contracts to manage its exposure to
changing interest rates, security prices and currency exchange rates. Options
and futures may be used to hedge a Fund's investments against price fluctuations
or to increase market exposure.

ASSET-BACKED AND MORTGAGE-BACKED SECURITIES -- Asset-backed securities include
interests in pools of assets such as motor vehicle installment sale contracts,
installment loan contracts, leases on various types of real and personal
property, receivables from revolving credit (credit card) agreements or other
categories of receivables. Mortgage-backed securities include collateralized
mortgage obligations and stripped mortgage-backed securities. Interest and
principal payments depend on payment of the underlying loans or mortgages. The
value of these securities may also be affected by changes in interest rates, the
market's perception of the issuers and the creditworthiness of the parties
involved. The non-mortgage related asset-backed securities do not have the
benefit of a security interest in the related collateral. Stripped
mortgage-backed securities include interest only (IO) and principal only (PO)
securities. Cash flows and yields on IOs and POs are extremely sensitive to the
rate of principal payments on the underlying mortgage loans or mortgage-backed
securities.

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.

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.

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.


-------------------------------------------------------------------------------
                                                PROSPECTUS -- JUNE 26, 2000 55p


<PAGE>

AMERICAN
   EXPRESS-Registered Trademark-
 FUNDS

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

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

American Express Funds
70100 AXP Financial Center, Minneapolis, MN 55474
800-862-7919 TTY: 800-846-4852
Web site address: http://www.americanexpress.com/advisors

You may review and copy information about the Fund, including the SAI, at the
Securities and Exchange Commission's (Commission) Public Reference Room in
Washington, D.C. (for information about the public reference room call
1-202-942-8090). Reports and other information about the Fund are available on
the EDGAR Database on the Commission's Internet site at (http://www.sec.gov).
Copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following E-mail address: [email protected], or by
writing to the Public Reference Section of the Commission, Washington, D.C.
20549-0102.

Investment Company Act File #:

TICKER SYMBOL
AXP CALIFORNIA TAX-EXEMPT FUND     CLASS A: ICALX  CLASS B: N/A    CLASS C: N/A
AXP MASSACHUSETTS TAX-EXEMPT FUND  CLASS A: IDMAX  CLASS B: N/A    CLASS C: N/A
AXP MICHIGAN TAX-EXEMPT FUND       CLASS A: INMIX  CLASS B: N/A    CLASS C: N/A
AXP MINNESOTA TAX-EXEMPT FUND      CLASS A: IMNTX  CLASS B: IDSMX  CLASS C: N/A
AXP NEW YORK TAX-EXEMPT FUND       CLASS A: INYKX  CLASS B: N/A    CLASS C: N/A
AXP OHIO TAX-EXEMPT FUND           CLASS A: IOHIX  CLASS B: N/A    CLASS C: N/A



                                                                          [LOGO]


                                                              S-6328-99 R (6/00)


<PAGE>

                      AXPSM SPECIAL TAX-EXEMPT SERIES TRUST
                        AXPSM CALIFORNIA TAX-EXEMPT TRUST

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                        AXPSM CALIFORNIA TAX-EXEMPT FUND
                       AXPSM MASSACHUSETTS TAX-EXEMPT FUND
                         AXPSM MICHIGAN TAX-EXEMPT FUND
                         AXPSM MINNESOTA TAX-EXEMPT FUND
                         AXPSM NEW YORK TAX-EXEMPT FUND
                           AXPSM OHIO TAX-EXEMPT FUND

           (singularly and collectively, where the context requires,
                            referred to as the Fund)

             For state specific risk factors, please see Appendix B.

                                  Aug. 27, 1999

                           Revised as of June 26, 2000

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

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

<PAGE>

                                TABLE OF CONTENTS

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

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

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

Information Regarding Risks and Investment Strategies............p.8

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

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation..........................p.30

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

Valuing Fund Shares.............................................p.33

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

Selling Shares..................................................p.36

Pay-out Plans...................................................p.37

Capital Loss Carryover..........................................p.38

Taxes...........................................................p.38

Agreements......................................................p.39

Organizational Information......................................p.42

Board Members and Officers......................................p.45

Compensation for Board Members..................................p.48

Independent Auditors............................................p.50

Appendix A:  Description of Ratings.............................p.51

Appendix B:  State Risk Factors.................................p.56

<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 futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

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, at market value.

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

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS

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

Investment strategies & types of investments:          Allowable for the Fund?
----------------------------------------------------- --------------------------
Agency and Government Securities                                 yes
----------------------------------------------------- --------------------------
Borrowing                                                        yes
----------------------------------------------------- --------------------------
Cash/Money Market Instruments                                    yes
----------------------------------------------------- --------------------------
Collateralized Bond Obligations                                  yes
----------------------------------------------------- --------------------------
Commercial Paper                                                 yes
----------------------------------------------------- --------------------------
Common Stock                                                     no
----------------------------------------------------- --------------------------
Convertible Securities                                           yes
----------------------------------------------------- --------------------------
Corporate Bonds                                                  yes
----------------------------------------------------- --------------------------
Debt Obligations                                                 yes
----------------------------------------------------- --------------------------
Depositary Receipts                                              no
----------------------------------------------------- --------------------------
Derivative Instruments                                           yes
----------------------------------------------------- --------------------------
Foreign Currency Transactions                                    no
----------------------------------------------------- --------------------------
Foreign Securities                                               yes
----------------------------------------------------- --------------------------
High-Yield (High-Risk) Securities (Junk Bonds)                   yes
----------------------------------------------------- --------------------------
Illiquid and Restricted Securities                               yes
----------------------------------------------------- --------------------------
Indexed Securities                                               yes
----------------------------------------------------- --------------------------
Inverse Floaters                                                 yes
----------------------------------------------------- --------------------------
Investment Companies                                             no
----------------------------------------------------- --------------------------
Lending of Portfolio Securities                                  yes
----------------------------------------------------- --------------------------
Loan Participations                                              yes
----------------------------------------------------- --------------------------
Mortgage- and Asset-Backed Securities                            yes
----------------------------------------------------- --------------------------
Mortgage Dollar Rolls                                            yes
----------------------------------------------------- --------------------------
Municipal Obligations                                            yes
----------------------------------------------------- --------------------------
Preferred Stock                                                  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    Under  normal  market  conditions,  California,  Massachusetts,   Michigan,
     Minnesota,  New York and Ohio Funds  will  invest at least 80% of their net
     assets in bonds, notes and commercial paper issued by or on behalf of their
     respective state or local governmental units whose interest, in the opinion
     of bond counsel for the issuer, is exempt from federal, state and local (if
     applicable) income tax in their respective states.

o    A portion of the Fund's  assets may be invested in bonds whose  interest is
     subject to the alternative minimum tax computation. As long as the staff of
     the SEC  maintains  its  current  position  that a fund  calling  itself  a
     "tax-exempt"  fund may not invest  more than 20% of its net assets in these
     bonds, the Fund will limit its investments in these bonds to 20% of its net
     assets.

o    At  least  75%  of  the  Fund's  investments  will  be in  investment-grade
     securities or in non-rated  securities of equivalent  investment quality in
     the  judgment  of the Fund's  investment  manager.  The other 25% may be in
     securities  rated Ba or B by  Moody's  or BB or B by S&P or the  equivalent
     (commonly known as junk bonds).

o    The Fund may  invest  more  than 25% of its total  assets  in a  particular
     segment of the municipal  securities market or in industrial revenue bonds,
     but does  not  intend  to  invest  more  than 25% of its  total  assets  in
     industrial revenue bonds issued for companies in the same industry.

o    If,  in the  opinion  of the  investment  manager,  appropriate  tax-exempt
     securities  are not  available,  the Fund may  invest  up to 20% of its net
     assets, or more on a temporary defensive basis, in taxable 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 inverse floaters.

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

o    The Fund will not buy or margin or sell  short,  except  the Fund may enter
     into interest rate futures contracts.

o    Under  normal  market  conditions,  the Fund does not intend to commit more
     than 5% of its total assets to purchase  debt  securities  on a when-issued
     basis.

For a  description  of ratings see  Appendix A. For a  discussion  of state risk
factors see Appendix B.

<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  correlation  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 the 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 their income or principal
at the same rate as it currently is earning.

Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

<PAGE>

See the appendix for a discussion of securities ratings.

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

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.)

<PAGE>

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

Derivative Instruments

Derivative  instruments are commonly defined to include  securities or contracts
whose values depend, 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  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.

<PAGE>

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

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

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

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

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

<PAGE>

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

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

         Tax  Treatment.  As permitted  under federal income tax laws and to the
extent the Fund is allowed to invest in futures  contacts,  the Fund  intends to
identify futures contracts as mixed straddles and not mark them to market,  that
is, not treat them as having  been sold at the end of the year at market  value.
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

<PAGE>

manager's  ability to  predict  movements  of the  securities,  currencies,  and
commodity  markets,  which requires  different skills than predicting changes in
the  prices  of  individual  securities.  There  can be no  assurance  that  any
particular strategy will succeed.

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

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

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

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

(See also Foreign Currency Transactions.)

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

Foreign Currency Transactions

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

(See also Derivative Instruments and Foreign Securities.)

<PAGE>

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

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

<PAGE>

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

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

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

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

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

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

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.

<PAGE>

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

Illiquid and Restricted Securities

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

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). 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.

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'

<PAGE>

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's  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.

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

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

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

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

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

<PAGE>

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  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.

For fiscal  years noted  below,  each Fund paid the  following  total  brokerage
commissions.  Substantially  all firms through whom  transactions  were executed
provide research services.

June 30,      CA         MA         MI       MN           NY             OH
1999        $1,180      $770       $790     $1,232       $1,724         $854
1998         1,224       408        420      1,572        2,076          408
1997         4,656     1,320      1,40       7,620        3,228        1,344

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

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

The  portfolio  turnover  rates for the two most  recent  fiscal  years  were as
follows:

           CA          MA          MI         MN          NY          OH
1999       16%          5%         20%        13%          8%          5%
1998       15           9          10          8          10          10

Higher turnover rates may result in higher brokerage expenses.

<PAGE>

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION

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

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

PERFORMANCE INFORMATION

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

AVERAGE ANNUAL TOTAL RETURN

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

                             P(1+T)n = ERV

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

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)

<PAGE>

Annualized yield

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

Yield is calculated according to the following formula:

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

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

The following table gives an annualized yield quotation for each of the funds:

                   30-Day Period Ended         Class A           Class B
Fund               June 30, 1999                Yield             Yield
------------------ ----------------------- ----------------- -----------------
California                                        4.09%             3.55%
Massachusetts                                     4.78              4.30
Michigan                                          3.99              3.44
Minnesota                                         4.48              3.96
New York                                          4.61              4.09
Ohio                                              3.61              3.04

<PAGE>

Tax-equivalent yield

Tax-equivalent  yield is  calculated  by dividing  that portion of the yield (as
calculated  above) which is tax-exempt by one minus a stated income tax rate and
adding the result to that portion,  if any, of the yield that is not tax-exempt.
The following  table shows the tax  equivalent  yield,  based on federal but not
state tax rates, for the funds listed:

                              Tax Equivalent Yield
                      for 30 Day Period Ended June 30, 1999
Marginal
Income Tax
Bracket     California   Massachusetts   Michigan   Minnesota   New York   Ohio
----------  ----------   -------------   --------   ---------   --------   -----
Class A
15.0%         4.81%        5.62%           4.69%      5.27%       5.42%    4.25%
28.0%         5.68%        6.64%           5.54%      6.22%       6.40%    5.01%
31.0%         5.93%        6.93%           5.78%      6.49%       6.68%    5.23%
36.0%         6.39%        7.47%           6.23%      7.00%       7.20%    5.64%
39.6%         6.77%        7.91%           6.61%      7.42%       7.63%    5.98%

Class B
15.0%         4.18%        5.06%           4.05%      4.66%       4.81%    3.58%
28.0%         4.93%        5.97%           4.78%      5.50%       5.68%    4.22%
31.0%         5.14%        6.23%           4.99%      5.74%       5.93%    4.41%
36.0%         5.55%        6.72%           5.38%      6.19%       6.39%    4.75%
39.6%         5.88%        7.12%           5.70%      6.56%       6.77%    5.03%

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.

<PAGE>

VALUING FUND SHARES

As of the end of the most recent fiscal year, the computation looked like this:
<TABLE>
<CAPTION>
                Net assets before              Shares outstanding
                shareholder                    at the end of             Net asset value
Fund            transactions                   previous day              of one share
--------------- ----------------- ------------ -------------- --------- --------------------
<S>              <C>              <C>           <C>            <C>            <C>
California                        divided by                   equals
Class A          $245,947,413                   47,434,784                    $5.18
Class B            20,946,990                    4,040,395                     5.18
Class C*

Massachusetts
Class A            70,445,011                   13,070,941                     5.39
Class B             16917,841                    3,139,170                     5.39
Class C*

Michigan
Class A            76,626,447                   14,249,491                     5.38
Class B             6,575,746                    1,222,726                     5.38
Class C*

Minnesota
Class A           405,757,712                   77,129,334                     5.26
Class B            45,634,236                    8,674,329                     5.26
Class C*

New York
Class A           102,430,635                   19,898,087                     5.15
Class B            13,516,676                    2,625,385                     5.15
Class C*

Ohio
Class A            68,844,000                   12,838,074                     5.36
Class B             7,775,201                    1,449,756                     5.36
Class C*
</TABLE>

*Class C is new as of the date of this SAI and therefore NAV  information is not
available.

In  determining  net  assets  before  shareholder   transactions,   each  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  exists,  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  their
     last-quoted sales price on their primary exchange.

<PAGE>

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  systematically
     reducing the carrying value if acquired at a premium,  so that the carrying
     value is equal to the maturity value on maturity date.

o    Securities  without a readily  available  market price and other assets are
     valued at fair value,  as determined in good faith by the board.  The board
     is responsible for selecting  methods they believe provide fair value. When
     possible bonds are valued by a pricing service  independent from a 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.

INVESTING IN THE FUND

SALES CHARGE

Investors  should  understand that the purpose and function of the initial sales
charge for Class A shares is the same as the  purpose  and  function of the CDSC
and  distribution  fee for  Class B and Class C shares.  The sales  charges  and
distribution fees applicable to each class pay for the distribution of shares of
the Fund.

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 C, 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, was determined as
follows.  The sales charge is paid to the  Distributor  by the person buying the
shares.
<TABLE>
<CAPTION>

                    Net asset              Divided by (1.00 - 0.0475)
Fund                value of one share     for a sales charge             Public offering price
-----------------   ------------------     --------------------------     ---------------------
<S>                   <C>                  <C>      <C>                   <C>     <C>
California            $5.18                /        0.9525                =       $5.44
Massachusetts          5.39                /        0.9525                =        5.66
Michigan               5.38                /        0.9525                =        5.65
Minnesota              5.26                /        0.9525                =        5.52
New York               5.15                /        0.9525                =        5.41
Ohio                   5.36                /        0.9525                =        5.63
</TABLE>

<PAGE>

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                  4.75%                        4.99%
$50,000-$99,999                4.50                         4.71
$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.

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 4.50%
sales  charge  that  applies  to  investments  of more  than  $50,000  and up to
$100,000.

Class A - Letter of Intent (LOI)

If you intend to invest more than $50,000 over a period of time,  you can reduce
the sales  charge in Class A by filing a LOI and  commiting  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 of AXP Cash  Management Fund and AXP Tax-Free Money Fund
unless they are subsequently  exchanged to Class A of an American Express mutual
fund within the 13 month period.  A LOI is not an option (absolute right) to buy
shares.

SYSTEMATIC INVESTMENT PROGRAMS

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

AUTOMATIC DIRECTED DIVIDENDS

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


<PAGE>

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.

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

<PAGE>

PAY-OUT PLANS

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

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

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

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

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

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

Plan #2: Redemption of a fixed number of shares

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

Plan #3: Redemption of a fixed dollar amount

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

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

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

<PAGE>

CAPITAL LOSS CARRYOVER

For federal income tax purposes, California, Massachusetts, Michigan, Minnesota,
New York and  Ohio  Tax-Exempt  Funds  had  total  capital  loss  carryovers  of
$1,940,553,   $207,717,   $233,234,   $1,997,741,   $1,342,074   and   $182,633,
respectively  at the end of the most recent  fiscal year,  that if not offset by
subsequent capital gains will expire as follows:

Fund                  2005             2006              2008
-----------        ---------         ---------        ----------
California                             $7,825         $1,932,728
Massachusetts                                            207,717
Michigan                                                 233,234
Minnesota           $178,699                           1,819,042
New York           1,215,694                             126,380
Ohio                 114,642                              67,991

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

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

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 4.75%,  you pay $47.50 in sales load. With a NAV of
$9.525 per share,  the value of your  investment  is $952.50.  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 $9.525, 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 $47.50 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 $147.50
gain  ($1,100.00  -  $952.50).  You can  include  the  $47.50  sales load in the
calculation of your tax gain or loss when you sell shares in the second fund.

If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering the 4.75% ($95) 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.

All  distributions  of net investment  income during the year will have the same
percentage  designated as tax-exempt.  This annual  percentage is expected to be
substantially  the same as the percentage of tax-exempt  income  actually earned
during any particular distribution period.

<PAGE>

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.

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

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

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            0.470%
Next               0.25            0.445
Next               0.25            0.420
Next               0.25            0.405
Over               1.00            0.380

On the last day of the most recent  fiscal year,  the daily rate applied to each
Fund's  net  assets  was equal to 0.470% on an annual  basis for  Massachusetts,
Michigan,  New York and Ohio and 0.468% for California and 0.459% for Minnesota.
The fee is calculated for each calendar day on the basis of net assets as of the
close of business two business  days prior to the day for which the  calculation
is made.

The management fee is paid monthly.  The table below shows the total amount paid
by each Fund over the past three fiscal years.

                                            Fiscal Year
Fund                       1999                 1998                 1997
-------------          -----------          -----------          -----------
California             $1,257,978           $1,171,054           $1,136,825
Massachusetts             399,923              358,885              349,582
Michigan                  391,881              379,412              382,131
Minnesota               1,994,409            1,872,006            1,856,870
New York                  543,353              545,320              555,919
Ohio                      357,073              336,754              335,881

<PAGE>

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  each  Fund  pays  nonadvisory  expenses,  net of  earnings
credits.  The table below  shows the  expenses  paid over the past three  fiscal
years.

                                             Fiscal Year

Fund                        1999                 1998                 1997
-------------             --------              --------           --------
California                $130,650              $36,849            $79,107
Massachusetts               47,438               46,784             64,534
Michigan                    82,592               59,281             66,202
Minnesota                  194,930               45,166             44,674
New York                    93,581               48,628             64,887
Ohio                       106,275               52,683             55,835

Administrative Services Agreement

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


Assets                       Annual rate
(billions)                   each asset level
---------                    ----------------
First       $0.25                  0.040%
Next         0.25                  0.035
Next         0.25                  0.030
Next         0.25                  0.025
Over         1.00                  0.020

On the last day of the most recent  fiscal year,  the daily rate applied to each
Fund's  net  assets  was  equal to 0.040%  on an  annual  basis for  California,
Massachusetts,  Michigan, New York and Ohio and 0.378% for Minnesota. The fee is
calculated  for each  calendar day on the basis of net assets as of the close of
business two business days prior to the day for which the  calculation  is made.
The table below shows the expenses paid over the past three fiscal years.

                                            Fiscal Year

Fund                          1999                1998                1997
-------------               --------            --------            -------
California                  $110,275            $103,284            $96,751
Massachusetts                 35,242              32,602             28,771
Michigan                      34,586              34,433             32,522
Minnesota                    176,098             160,057            153,661
New York                      47,870              48,804             47,312
Ohio                          30,748              31,132             28,586

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

<PAGE>

determined  for each  class per year and  dividing  by the number of days in the
year.  The rate for Class A is $19.50  per year,  for Class B is $20.50 per year
and for Class C is $20 per year.  The fees paid to AECSC may be  changed  by the
board without shareholder approval.

Distribution Agreement

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

Under a Distribution  Agreement,  sales charges deducted for  distributing  Fund
shares are paid to the Distributor  daily. Line one of the following table shows
total  sales  charges  collected.  Line two shows the  amounts  retained  by the
Distributor for the past three fiscal years.

<TABLE>
<CAPTION>

Year                 California     Massachusetts     Michigan      Minnesota        New York       Ohio
------------         ----------     -------------     --------      ----------       --------     --------
<S>                  <C>               <C>            <C>           <C>              <C>          <C>
1999     (1)         $803,524          $445,136       $209,314      $1,266,014       $266,790     $205,720

         (2)           81,354            64,561         28,730          80,516          2,865       15,091

1998     (1)          590,397           319,341        165,232         996,195        288,596      115,270

         (2)           76,867            13,498         16,959         134,545         33,874      (24,371)

1997     (1)          447,310           217,111        132,029         815,821        244,183      107,454

         (2)           77,322            17,237         18,556         140,883         29,981      (19,095)
</TABLE>
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

During the most recent fiscal year the Fund paid a Fund fee for service provided
to shareholders by financial advisors and other servicing agents 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, Class B and Class C shares, to help defray the cost of distribution
and servicing not covered by the sales charges  received under the  Distribution
Agreement,  the Fund and the  Distributor  entered into a Plan and  Agreement of
Distribution  (Plan)  pursuant to Rule 12b-1 under the 1940 Act. Under the Plan,
the Fund pays a fee up to actual  expenses  incurred  at an annual rate of up to
0.25% of the Fund's average daily net assets  attributable to Class A shares and
up to 1.00%  for Class B and Class C shares.  Each  class has  exclusive  voting
rights on the Plan as it applies to that class.  In  addition,  because  Class B
shares convert to Class A shares, Class B shareholders have the right to vote on
any material change to expenses charged under the Class A plan.

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

<PAGE>

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.

The  following  fees were paid for  under the plan.  The fees were  based on the
0.75% in effect for Class B Shares during the most recent fiscal year:

                             Fees paid as of the most
                             recent fiscal year for
                             Class B shares

California                          $136,155

Massachusetts                        114,158

Michigan                              43,183

Minnesota                            284,736

New York                              86,839

Ohio                                  49,653

The Plan was not effective with respect to Class A shares until July 1, 1999. As
a  result,  no fees  were  paid as of the most  recent  fiscal  year for Class A
shares.

The fee is not  allocated to any one service (such as  advertising,  payments to
underwriters,  or other  uses).  However,  a  significant  portion of the fee is
generally used for sales and promotional expenses.

Custodian Agreement

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

ORGANIZATIONAL INFORMATION

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

<PAGE>

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.

The Distributor serves individuals and businesses through its nationwide network
of more than 600  supervisory  offices,  more than 3,800 branch offices and more
than 9,400 financial advisors.

<PAGE>
<TABLE>
<CAPTION>
FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*

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

BOARD MEMBERS AND OFFICERS

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

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

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

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

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

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

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

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

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

Distinguished  Fellow AEI. Former Chair of National Endowment of the Humanities.
Director, The Reader's Digest Association Inc.,  Lockheed-Martin,  Union Pacific
Resources and EXCIDE Corporation (auto parts and batteries).

<PAGE>

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

President, chief executive officer and director of AEFC.

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

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

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

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

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

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

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

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

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

Senior vice president of AEFC. President of the Fund.

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).

<PAGE>

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

The board has appointed  officers who are  responsible  for day-to-day  business
decisions based on policies it has established.  In addition to Mr. Carlson, who
is chairman of the board,  Mr. Thomas,  who is president and Mr. Anderson who is
vice president, the Fund's other officers are:

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

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

Officers who also are officers and employees of AEFC:

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

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

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

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

<PAGE>

COMPENSATION FOR BOARD MEMBERS

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

                               Compensation Table
                         AXP California Tax-Exempt Fund

                             Aggregate       Total cash compensation from
                             compensation    American Express Funds and
Board member                 from the Fund   Preferred Master Trust Group
-----------------            -------------   ----------------------------
H. Brewster Atwater, Jr.         $1,200               $116,400
Lynne V. Cheney                     831                 96,900
Heinz F. Hutter                     925                 99,900
Anne P. Jones                     1,082                112,400
William R. Pearce                   225                 24,600
Alan K. Simpson                     831                 96,900
C. Angus Wurtele                  1,267                120,400

                               Compensation Table
                        AXP Massachusetts Tax-Exempt Fund

                             Aggregate       Total cash compensation from
                             compensation    American Express Funds and
Board member                 from the Fund   Preferred Master Trust Group
-----------------            -------------   ----------------------------
H. Brewster Atwater, Jr.         $1,200               $116,400
Lynne V. Cheney                     831                 96,900
Heinz F. Hutter                     925                 99,900
Anne P. Jones                     1,082                112,400
William R. Pearce                   225                 24,600
Alan K. Simpson                     831                 96,900
C. Angus Wurtele                  1,267                120,400

                               Compensation Table
                          AXP Michigan Tax-Exempt Fund

                             Aggregate       Total cash compensation from
                             compensation    American Express Funds and
Board member                 from the Fund   Preferred Master Trust Group
-----------------            -------------   ----------------------------
H. Brewster Atwater, Jr.         $1,200               $116,400
Lynne V. Cheney                     831                 96,900
Heinz F. Hutter                     925                 99,900
Anne P. Jones                     1,082                112,400
William R. Pearce                   225                 24,600
Alan K. Simpson                     831                 96,900
C. Angus Wurtele                  1,267                120,400

<PAGE>

                               Compensation Table
                          AXP Minnesota Tax-Exempt Fund

                             Aggregate       Total cash compensation from
                             compensation    American Express Funds and
Board member                 from the Fund   Preferred Master Trust Group
-----------------            -------------   ----------------------------
H. Brewster Atwater, Jr.         $1,300               $116,400
Lynne V. Cheney                     937                 96,900
Heinz F. Hutter                   1,025                 99,900
Anne P. Jones                     1,189                112,400
William R. Pearce                   250                 24,600
Alan K. Simpson                     937                 96,900
C. Angus Wurtele                  1,367                120,400


                               Compensation Table
                          AXP New York Tax-Exempt Fund

                             Aggregate       Total cash compensation from
                             compensation    American Express Funds and
Board member                 from the Fund   Preferred Master Trust Group
-----------------            -------------   ----------------------------
H. Brewster Atwater, Jr.         $1,200               $116,400
Lynne V. Cheney                     831                 96,900
Heinz F. Hutter                     925                 99,900
Anne P. Jones                     1,082                112,400
William R. Pearce                   225                 24,600
Alan K. Simpson                     831                 96,900
C. Angus Wurtele                  1,267                120,400

                               Compensation Table
                            AXP Ohio Tax-Exempt Fund

                             Aggregate       Total cash compensation from
                             compensation    American Express Funds and
Board member                 from the Fund   Preferred Master Trust Group
-----------------            -------------   ----------------------------
H. Brewster Atwater, Jr.         $1,200               $116,400
Lynne V. Cheney                     831                 96,900
Heinz F. Hutter                     925                 99,900
Anne P. Jones                     1,082                112,400
William R. Pearce                   225                 24,600
Alan K. Simpson                     831                 96,900
C. Angus Wurtele                  1,267                120,400

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

<PAGE>

INDEPENDENT AUDITORS

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

<PAGE>

                                   APPENDIX A

                             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  uncertainties  or exposure to adverse
business,  financial,  or  economic  conditions  that could  lead to  inadequate
capacity to meet timely interest and principal payments.  The BB rating category
also is used for debt  subordinated to senior debt that is assigned an actual or
implied BBB- rating.

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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

<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.

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

<PAGE>

         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>

                                   APPENDIX B

                               STATE RISK FACTORS

The  yields on the  securities  in which the Funds  will  invest  generally  are
dependent  on a variety of factors,  including  the  financial  condition of the
issuer or other  obligator,  the revenue  source from which the debt  service is
payable,  general economic and monetary  conditions,  conditions in the relevant
market, the size of a particular issue, the maturity of the obligation,  and the
rating of the issue.

In  addition  to  such  factors,  such  securities  will  experience  particular
sensitivity  to local  conditions - including  political  and economic  changes,
adverse   conditions  to  an  industry   significant  to  the  area,  and  other
developments within a particular locality including: ecological or environmental
concerns;  litigation;  natural  disasters;  and  statutory  limitations  on  an
issuer's ability to increase taxes. Because many tax-exempt bonds may be revenue
or  general  obligations  of  local  governments  or  authorities,   ratings  on
tax-exempt  bonds  may be  different  from  the  ratings  given  to the  general
obligation bonds of a particular state. A summary description of certain factors
and statistics  describing the economies in each state is set forth below.  Such
information  is not specific to the issuer of a particular  security that a Fund
may own and is only intended to provide a general overview. Such information has
been  excerpted  from  publicly  available  offering  documents  and from  other
research reports prepared by rating agencies. No Fund has independently verified
this  information  and  no  Fund  makes  any   representations   regarding  this
information.

Please remember that most state and local economies have experienced significant
expansions over the past 5-7 years. In recessionary periods, an issuer's ability
to pay  interest on or repay  principal  of  securities  in which the Funds will
invest  may  be  significantly  impaired.   Accordingly,   please  monitor  your
investment accordingly.

FACTORS AFFECTING CALIFORNIA

California's  economic expansion slowed in early 1998. However, the dangers of a
sharp deceleration through 1999 have been eased by the vigorous pace of the U.S.
economy.  Although  employment rose 3.5% in 1998,  unemployment  continues to be
relatively high at 5.7%. Personal income growth was 6.1% in 1998 and Gross State
Product  rose nearly 5%. Job figures for late in the year reflect a slowing that
can be attributed to the impact of the Asian financial  crisis.  In November and
December,  24,000  net new jobs per  month  were  created.  This  figure  is not
indicative of a weak  economy,  but below the 35,000 per month average gain over
the whole year.  Manufacturing  weakened in 1998. Not only were there weaknesses
associated  with high tech trade,  but the  apparel-making  industry,  which was
doing  well in  Southern  California,  weakened  as  producers  looked to out of
country locations where costs are even lower.

Strong  forces from within and from out of the state are helping  offset  weaker
areas.  Interest rates are low and stable. The built-up wealth in equity markets
is strong support for retail demand, big ticket buying and housing.  On June 30,
1999 general debt  obligations were rated Aa3 by Moody's and AA+ by Standard and
Poor's.

Certain California constitutional  amendments,  legislative measures,  executive
orders,  civil actions and voter  initiatives could adversely affect the ability
of issuers of  California  state and municipal  securities to obtain  sufficient
revenue  to pay their bond  obligations.  Prior to 1977,  revenues  of the state
government experienced significant growth primarily as a result of inflation and
continuous  expansion of the tax base of the state. In 1978,  California  voters
approved an amendment to the California constitution known as

<PAGE>

Proposition  13, which added  Article XIIIA to the state  Constitution.  Article
XIIIA  reduced ad  valorem  (according  to value)  taxes on real  property,  and
restricted  the  ability  of taxing  entities  to  increase  real  property  tax
revenues.  In addition,  Article  XIIIA  provides that  additional  taxes may be
levied by cities,  counties and special districts only upon approval of not less
than a two-thirds vote of the "qualified electors" of such district and requires
not  less  than a  two-thirds  vote  of  each of the  two  houses  of the  state
legislature  to enact any  changes in state  taxes for  purposes  of  increasing
revenues, whether by increased rate or changes in methods of computation.

In 1986,  Proposition 62, an initiative  statute  enacted in California,  placed
further  limits on the ability of local  governments to levy taxes other than ad
valorem  property  taxes,  except  with  voter  approval.   Legislation  enacted
subsequent  to Article XIIIA  provided for the  redistribution  of  California's
general  fund  surplus to local  agencies,  the  reallocation  of certain  state
revenues to local  agencies and the  assumption of certain local  obligations by
the state so as to help California municipal issuers raise revenues to pay their
bond obligations.

Primarily as a result of the reductions in local property tax revenues  received
by local  governments  following the passage of Proposition  13, the legislature
undertook to provide assistance to such governments by substantially  increasing
expenditures  from the general fund for that purpose  beginning in the 1978-1979
fiscal year.  In past years,  in addition to such  increased  expenditures,  the
indexing of  personal  income tax rates (to adjust such rates for the effects of
inflation),  the  elimination  of certain  inheritance  and gift taxes,  and the
increase  of  exemption  levels for  certain  other such taxes and a  moderating
impact on the growth in state  revenues.  In addition,  the state has  increased
expenditures by providing a variety of tax credits, senior citizens' credits and
energy credits.

In 1979, the voters of California  passed an initiative  adding Article XIIIB to
the  California  Constitution.  Article XIIIB  prohibits the state from spending
"appropriations  subject to  limitation" in excess of the  appropriations  limit
imposed.  "Appropriations  subject to limitation"  are  authorizations  to spend
"proceeds of taxes" which consist of tax revenues and certain  other funds.  One
of  the  exclusions  from  these  limitations  is  "debt  service"  (defined  as
"appropriations  required to pay the cost of interest  and  redemption  charges,
including  the funding of any  reserve or sinking  fund  required in  connection
therewith, on indebtedness on existing or legally authorized as of Jan. 1, 1979,
or  on  bonded  indebtedness  thereafter  approved"  by  voters).  In  addition,
appropriations  required  to comply  with  mandates  of  courts  or the  Federal
government are not included as appropriations subject to limitation.

The state's  appropriations limit is adjusted annually to reflect change in cost
of living and  population  and  transfer of  financial  responsibility  from one
governmental  unit to  another.  Revenues  in any fiscal  year which  exceed the
amount  which may be  appropriated  in  compliance  with  Article  XIIIB must be
returned to taxpayers by a revision of tax rates or fee schedules within the two
subsequent fiscal years.

In November  1988,  voters  approved an initiative  called  Proposition 98 which
substantially modified Article XIIIB, by providing that a substantial amount (up
to $600 million per year currently) of any excess state revenues would,  instead
of being returned to taxpayers,  be paid to public schools and community college
districts.

In the years  immediately  after enactment of Article XIIIB, very few California
government entities neared their appropriations  limits. To the extent the state
remains constrained by its appropriations limit, the absolute level, or the rate
of growth, of assistance to local governments may be reduced.

<PAGE>

Because of the complex nature of Articles XIIIA and XIIIB,  the  ambiguities and
possible   inconsistencies  in  their  terms  and  the  applicability  of  their
exemptions and exceptions and impossibility of predicting future  appropriations
or changes in population  and cost of living,  it is not  currently  possible to
determine  the  impact  of  Article  XIIIA  or  Article  XIIIB  or  any  related
legislation on the securities  held in the Fund or the ability of state or local
governments to pay interest on or repay the principal of such securities. With a
limited  exception,  to date  the  California  courts  have  either  upheld  the
constitutionality  of Article XIIIA and its implementing and related legislation
or have  interpreted  them in such a manner as to avoid the necessity for direct
determination  of  constitutional  issues.  Article  XIIIA  and  XIIIB and their
respective implementing and related legislation will most probably be subject to
continuing or future legal challenges.  It is not presently  possible to predict
the outcome of any such legislation  with respect to the ultimate scope,  impact
or  constitutionality  of  either  Article  XIIIA  or  Article  XIIIB,  or their
respective related  legislation;  or the impact of any determinations upon state
agencies or local government,  or upon the abilities of such entities to pay the
interest on, or repay the principal of, the securities held by a Fund.

FACTORS AFFECTING MASSACHUSETTS

Massachusetts'  economy continues to maintain its fiscal health.  Strong revenue
performance  over  the  past  few  years  enabled   rebuilding  of  reserves  to
substantial  levels,  now at about 6% of  revenues.  However,  debt  ratios  and
servicing  costs  continue to be high.  Net tax  supported  debt amount at $13.7
billion was equal to $2,259 per capita and 7.6% of personal  income. A five-year
capital program  incorporating  guaranteed  authority debt has been  established
projecting commonwealth general obligation bonding at about $1 billion annually,
with the Massachusetts  Bay  Transportation  Authority (MBTA)  representing over
$300 million annually. This program should sustain the high debt ratios.

Employment  rose 1.9% in 1998 while the  unemployment  rate was 3.3%, the lowest
annual rate since 1988.  Personal Income  per-capita  ranks third highest in the
U.S.

The downside risks for Massachusetts  include the shortage of skilled labor, low
net  population  growth  which will  further  constrain  job  creation,  and the
prominence  of the  financial  services  industry in the economy  coupled with a
relatively high proportion of non-wage income both of which are sensitive to the
performance of the financial markets.

The Massachusetts  constitution  requires that a balanced budget be provided for
each year. In addition,  the commonwealth  adopted certain  budgetary and fiscal
controls to eliminate the  possibilities  of  expenditures  exceeding  available
revenues and funds.  The general  fund,  the local aid fund and the highway fund
are the three principal operating funds of the commonwealth and the condition of
these funds is  generally  regarded as the  principal  indicator  of whether the
commonwealth's operating revenues and expenses are balanced.

The commonwealth  had and may continue to have unfunded  general  liabilities of
its  retirement  systems and a program to fund these  liabilities.  In 1978, the
commonwealth  began assuming full financial  responsibility for all costs of the
administration of justice within the state, and Medicaid expenditures which have
increased each year. It also raised aggregate aid to cities,  towns, schools and
other districts and transit  authorities.  In the past the  commonwealth  signed
constant  decrees to improve  mental  health care and  programs for the mentally
retarded  to  meet  federal   standards   including  those   governing   federal
reimbursements under various programs.

All of the 351 cities and towns in  Massachusetts  have  achieved a property tax
level of no more than 2.5% of full property  values.  Legislation  that effected
this leveling is  Proposition 2 1/2. Under  Proposition 2 1/2,  cities and towns
may increase the property tax levy  annually.  In most cases  property taxes can
increase  by 2.5% of the  prior  year's  tax levy  plus 2.5% of the value of new
properties and of significant improvements to property.

<PAGE>

The reductions in local revenues and reductions in local  personnel and services
resulting  from  Proposition  2 1/2  created  a strong  demand  for  substantial
increases in state-funded local aid, with increases in fiscal years 1982 through
1987.  The effect of this increase in local aid was to shift a major part of the
impact of Proposition 2 1/2 to the  commonwealth.  Legislation  had been enacted
providing for certain local option taxes.

Efforts to limit and reduce the levels of  taxation in  Massachusetts  have been
underway  for several  years.  Chapter  62F of the  Massachusetts  General  Laws
establishes a state tax revenue growth limit and does not exclude  principal and
interest payments on commonwealth debt obligations from the scope of the limit.

Lawsuits filed against the commonwealth or its authorities may affect its future
fiscal condition.

FACTORS AFFECTING MICHIGAN

Fiscal year 1998 marked  another  successful  year for Michigan.  The economy is
flourishing and the state's fiscal health remains strong.  Tax savings  amounted
to $2 billion in 1998 alone.  Michigan has an "unreserved" fund balance of $55.2
million in the state's  General Fund and one of the nation's  largest  rainy day
funds with a balance of $1  billion.  In 1998,  Standard & Poors,  Moody's,  and
Fitch IBCA, the three major credit rating agencies,  upgraded the state's credit
rating to the highest  ratings in 20 years. In 1998, more men and women had jobs
than at any time in the state's history.  The unemployment rate continued to set
record lows and job growth continued to increase.  On June 30, 1999 general debt
obligations were rated Aa1 by Moody's and AA+ by Standard and Poor's.

Michigan's  low debt position  helped it to weather  recent  difficult  economic
times.   Financial  operations  remained  solvent  through  budget  adjustments,
spending cuts and use of  non-recurring  items.  Previous  budget problems arose
from revenue estimates falling below expectation and increased  spending levels.
This caused  deficits in the general fund budget for fiscal years ended 1990 and
1991.

The principal  sectors of Michigan's  economy are manufacturing of durable goods
(including automobiles and office equipment),  tourism and agriculture.  Because
of the emphasis on durable goods,  however,  economic  activity in the state has
tended  to be more  cyclical  than in the  nation  as a  whole.  Moreover,  this
domination  left the state's  economy  more  susceptible  to upward and downward
cycles.  The  manufacturer   sector  has  benefited  from  significant   private
investment and improved international competitiveness.  The current low interest
rate environment should continue to help strengthen business investment.

Some  local  economies  have  been  significantly  affected  by  recent  weather
conditions.

FACTORS AFFECTING MINNESOTA

Minnesota's  economy  is  healthy  with  unemployment  rates  at 3.3%  in  1998.
Statewide  employment  continued to expand at 1.4%.  Employers'  ability to find
enough workers to fill available jobs continued  tight labor market  conditions.
Per-capita  income was above the national  average as  Minnesotan's  worked more
hours and held multiple jobs with higher and growing labor force participation.

State  law  requires  the  Governor  to  recommend  targets  in his  budget  for
Minnesota's "Price of Government  Policy." This policy is defined as total state
and local  revenues as a percentage of personal  income to be collected in taxes
and fees for the next four years. This ratio is a measure of the overall size of
Minnesota's  state and local  government and its relative cost to taxpayers.  In
1998,  17.7% of all state  personal  income went to state and local  government.
This year,  Minnesota  tax-payers  will receive a $1.3 billion  sales tax rebate
that  will  provide  a small  but  significant,  one time  boost to  Minnesota's
economy.  Many of the items purchased with rebates will be subject to sales tax.
State  revenues  will  depend on how much of the rebate is spent and saved,  and
what items are ultimately  purchased.  On June 30, 1999 general debt obligations
were rated Aaa by Moody's and AAA by Standard and Poor's .

<PAGE>

Net general  fund  revenues  for the 1998-99  biennium are now expected to total
$22.526  billion,  $285 million (1.3  percent)  more than  forecast in November.
State  expenditures  for the current biennium are now projected to be $3 million
more than previously  anticipated.  The combined revenue and expenditure changes
increase the expected  budgetary balance at the close of the current biennium by
$282 million. A stronger than expected economy during the fourth quarter of 1998
was the source of much of the additional revenue.

Economic  weakness  has, in the recent  past,  tested  Minnesota's  historically
strong  financial  management.  The rainy day fund  established in the mid-1980s
totaled $550 million as of fiscal 1990.  To address  budget gaps in 1991 and the
1992-1993 biennium, the reserve was drawn down to $240 million as of June, 1992,
demonstrating the severe effects of a lasting recession.

The  unemployment  rate,  growth rates and income  trends in  Minnesota  compare
favorably  with  national  averages,  but the economy is  cyclically  sensitive.
Minnesota's  employment  and  population  are  forecasted to continue to grow at
rates near the national  average.  Total  employment in the state is expected to
grow at an average  annual rate of 1.3% a year through 2005,  slightly below the
projected national growth rate of 1.5% annually.  During the recessionary period
from 1980 to 1983,  economic  conditions  in the  agricultural  and iron  mining
industries,  which are two of the leading sectors of Minnesota's  economy,  were
poor. However,  mining is a less significant factor in the state economy than it
once was while the  manufacture of durable and  non-durable  goods is relatively
more important to the economy.

FACTORS AFFECTING NEW YORK

Economic recovery since the 1990's has been fairly steady.  New York experienced
employment growth at 1.9% in 1998, while unemployment was higher than the nation
at 5.7%. Income growth has traditionally lagged national performance but grew to
4.9% in 1998.  Improved  financial  position  was  achieved  while  implementing
personal  income  tax  reduction.  However,  the high cost of  living  and doing
business is New York has been a limiting factor on economic growth.

Working  together  in 1995 and 1996,  Governor  Pataki and the  Legislature  cut
income taxes,  business  taxes and sales taxes.  In 1997 and 1998 those tax cuts
were  expanded  to include  taxes on estates,  utility  bills,  property  taxes,
corporate  taxes  and the  first  New York  City  income  tax cut in more that a
decade.  Major  changes that are helping  create jobs and  opportunity  include:
ending sales tax on clothing,  reducing  taxes on business,  cutting  regulatory
waste and bureaucratic red tape, landmark worker's  compensation reform,  estate
tax  reform,  and energy tax  reductions.  The State's  overall  debt levels are
relatively  high at $1,501 per capita and 4.8% of personal  income.  On June 30,
1999  general  debt  obligations  were rated A2 by Moody's and A by Standard and
Poor's.

The  state  has  historically  been one of the  wealthiest  in the  nation.  For
decades,  however,  the state  economy  has grown more  slowly  than that of the
nation as a whole,  resulting  in a gradual  erosion  of its  relative  economic
affluence.  The causes of this  decline  are varied and  complex,  in many cases
involving  national and international  developments  beyond the state's control.
Part of the reason for the long-term  relative  decline in the state economy has
been  attributed  to the combined  state and local tax burden.  The existence of
this tax burden  limits the state's  ability to impose higher taxes in the event
of future financial difficulties.

<PAGE>

The fiscal stability of the state is related to the fiscal stability of New York
City  and the  authorities  (which  generally  finance,  construct  and  operate
revenue-producing  public benefit  facilities).  The state's experience has been
that  if New  York  City  or any of the  authorities  suffer  serious  financial
difficulties,  the ability of the state,  New York City,  the state's  political
subdivisions  and the  authorities  to obtain  financing  in the  public  credit
markets is adversely affected. This results in part from the expectation that to
the  extent  that  any  authority  or  local  government  experiences  financial
difficulty,  it will seek and receive state financial assistance.  Moreover, New
York City  accounts  for  approximately  40% of the state's  population  and tax
receipts,  so New York City's  financial  integrity  affects the state directly.
Accordingly,  if  there  should  be a  default  by New  York  City or any of the
authorities,  the  market  value and  marketability  of all New York  tax-exempt
securities could be adversely affected.

While principal and interest payments on outstanding  authority  obligations are
normally paid from  revenues  generated by the projects of the  authorities,  in
recent years New York has had to  appropriate  large  amounts to enable  certain
authorities  to meet their  financial  obligations  and in some cases to prevent
default.  Further  assistance may be required in the future. In particular,  the
New York State Urban Development  Corporation  (UDC), the New York State Housing
Finance Agency (HFA),  and the Metropolitan  Transportation  Authority (MTA) may
require substantial amounts of assistance from the state.

The  HFA  provides   financing  for  multifamily   housing,   state   university
construction,  hospital and nursing home  development  and other  programs.  HFA
depends upon  mortgagors  in each of its programs to generate  sufficient  funds
from  rental  income,  subsidies  and other  payments  to meet their  respective
mortgage  repayment  obligations  to HFA as well as to meet  the  operating  and
maintenance  costs  of  the  project.  On  several  occasions  in the  past,  in
fulfillment of its moral obligation  commitment,  New York appropriated funds on
behalf of HFA to  replenish  its debt  service  reserve  funds.  There can be no
assurance that the state will not be called upon to provide  further  assistance
in the  future.  Any  litigation  decided  against  HFA also may have an adverse
effect on the financial condition of HFA mortgages.

The MTA oversees the  operations  of the city's bus and subway system by the New
York City  Transit  Authority  and the  Manhattan  and Bronx  Surface  Operating
Authority  (collectively,  the TA) and, through  subsidiaries,  operates certain
commuter  rail  lines.  The MTA has  depended  and will  continue to depend upon
federal,  state and local  government  support to  operate  the  transit  system
because fare revenues are insufficient.

The TA and New York City had damage  claims  filed  against  it from  deaths and
injuries  sustained  during  a Dec.  1990  subway  fire and an Aug.  1991  train
derailment. Lawsuits could have an adverse financial impact on TA.

Beginning  in 1975 (in part as a result of the New York  City and UDC  financial
crises),  various  localities  of New  York  began  experiencing  difficulty  in
marketing their securities.  As a result, certain localities, in addition to New
York City, have  experienced  financial  problems  leading to requests for state
assistance.  If future  financial  problems cause agencies or localities to seek
special state assistance,  this could adversely affect New York's ability to pay
its obligations. Similarly, if financial difficulties of the state result in the
inability to meet its regular aid  commitments or to provide  further  emergency
financing,  issuers may default on their  outstanding  obligations,  which would
affect the  marketability  of debt  obligations  of the state,  its agencies and
municipalities, such as the New York tax-exempt bonds in the Fund's portfolio.

Reductions  in  federal  spending  could  materially  and  adversely  affect the
financial  condition and budget  projections  of New York's  localities.  Should
localities be adversely  affected by federal cutbacks,  they may seek additional
assistance  from the state that might,  in turn,  have an adverse  impact on New
York's ability to maintain a balanced budget.

<PAGE>

The Long Island  Lighting  Company (LILCO) is the  investor-owned  utility which
supplies  gas  service  and  substantially  all  electric  service in Nassau and
Suffolk  Counties  and a small  portion of Queens  County and New York City.  In
early 1984,  LILCO reported that it faced serious  cash-flow and other financial
difficulties  that  were  attributable  to,  among  other  things,  construction
problems on its  809-megawatt  Shoreham  Nuclear  Power  Facility.  LILCO is the
largest single real property taxpayer in both Suffolk and Nassau Counties and if
its financial  problems continue,  there could be severe financial  difficulties
for the affected  localities,  particularly in Suffolk County. State legislation
was enacted in 1986 creating the Long Island Power  Authority  (LIPA),  a public
benefit corporation that has the power to acquire LILCO if it determines that to
do so would result in lower electric rates for LILCO customers.  The legislation
requires that,  with certain  exceptions,  if LILCO property is acquired by LIPA
and is therefore removed from the tax rolls, LIPA is to make payments in lieu of
most state and local taxes that would  otherwise  have been paid by LILCO.  LIPA
made and subsequently  amended an offer to the Board of Directors of LILCO for a
negotiated acquisition of LILCO by LIPA. The New York State comptroller recently
reached a preliminary  conclusion that the issuance of tax-exempt  bonds by LIPA
to acquire  LILCO may create a  temporary  oversupply  in the market for new and
outstanding issues of New York tax-exempt bonds.

In February 1989, the Governor and LILCO reached an agreement  pursuant to which
LILCO would sell  Shoreham to the New York Power  Authority  for $1 (which would
then  decommission  Shoreham) in return for a schedule of rate  increases  which
have since been approved by the State Public Service  Commission  (the PSC). The
agreement  has been  approved  by the New York  Power  Authority  and LIPA.  The
agreement and PSC rate increases have enabled LILCO to reenter the public credit
markets.  It is difficult to predict the ultimate  fiscal and economic impact on
the state or on local  governments  on Long  Island of any  litigation  to which
LILCO is or may become a party, or of any bankruptcy by or takeover of LILCO.

New York  City and  Municipal  Assistance  Corporation.  In 1975,  New York City
encountered severe financial difficulties that impaired the borrowing ability of
the city, the state and the authorities.  As a result, New York City lost access
to public credit markets and was not able to sell debt to the public until 1979.
MAC was organized in 1975 to provide financing  assistance for New York City and
to exercise  certain  oversight and review  functions with respect to the city's
financing.  Prior to 1985, MAC had the authority to issue bonds and notes and to
pay or lend the proceeds to the city.  Since 1985,  MAC has been  authorized  to
issue bonds and notes only to refund its outstanding  bonds and notes.  MAC also
has the authority to exchange its obligations for New York City obligations. MAC
bonds are  payable  from  appropriations  of certain  state  sales and use taxes
imposed by New York City,  the state stock transfer tax and per capita state aid
to New York City. The state is not, however,  obligated to continue these taxes,
to  continue  to  appropriate  revenue  from  these  taxes  or to  continue  the
appropriation of per capita state aid to pay MAC obligations.  MAC does not have
taxing powers and its bonds are not obligations  enforceable  against either New
York City of New York.

New York City has maintained a balanced  budget for several fiscal years and has
retired all of its federally guaranteed debt. As a result,  certain restrictions
imposed  on New York City by the New York  State  Financial  Control  Board (the
Control  Board),  which was  created in  response to New York City's 1975 fiscal
crisis, have been suspended.  Those restrictions,  including the Control Board's
power to approve or  disapprove  certain  contracts,  long-term  and  short-term
borrowings and the four-year  financial plan of the City, will remain  suspended
unless and until,  among other things,  there is a  substantial  threat of or an
actual failure by the City to pay debt service on its notes and bonds or to keep
its annual operating deficits below $100 million. The City's four-year financial
plan for fiscal years 1989 through  1992 was  submitted to the Control  Board on
July 5, 1988,  and had been  subsequently  modified by the City.  As modified it
projects a balanced  budget for the 1989  fiscal  year,  and budget gaps of $661
million,  $945  million  and $818  million for the 1990,  1991,  and 1992 fiscal
years, respectively, before implementation of gap closing programs.

<PAGE>

The  ability of New York City to balance  its future  budgets as provided in its
financial plans depend on various actions the City expects will be taken but are
not within its control. If expected federal and state aid is not forthcoming, if
economic   conditions   significantly   further  reduce  revenue   derived  from
economically  sensitive taxes or increase expenditure for public assistance,  or
if other  uncertainties  materialize  which reduce expected revenues or increase
projected expenditures, then, to avoid operating deficits, it is likely that New
York City would make demands upon the state for substantial additional financial
assistance.

Litigation.  Certain  litigation pending against the state, its subdivisions and
their  officers and  employees  could have a substantial  and long-term  adverse
effect  on state  finances.  In  addition,  New York  City is a  defendant  in a
significant number of lawsuits  pertaining to material matters,  including those
claims asserted that are incidental to performing routine governmental and other
functions.

FACTORS AFFECTING OHIO

Ohio is a highly  industrialized  state with a  developed,  diverse  economy and
employment  trends  that  mirror  the  nation.   Overall  job  growth  has  been
concentrated in construction and services. Ohio's 1998 unemployment rate at 4.3%
was lower than that of the nation's 4.5% and has remained below the U.S. rate in
recent months (3.7% vs. 4.0% in May of 1999). Non-farm employment growth in 1998
at 1.5% was lower than the national rate of 2.6%,  reflecting  slowed employment
growth due to the  constraints of full  employment in the region and unfavorable
demographic trends.  April 1999 non-farm employment figures show growth of about
1% over April of the previous  year,  still below the  comparable  U.S.  rate of
2.3%. Overall,  Ohio's aggregate personal income growth rate has slightly lagged
the US  rate  during  the  last  five  years.  On June  30,  1999  general  debt
obligations were rated Aa1 by Moody's and A+ by Standard and Poor's.

Ohio  continues  to be among the most  important  contributors  to the  national
manufacturing  sector.  Even with the proportional  decline of the manufacturing
sector over the past two decades,  its dominance  still makes Ohio vulnerable to
recession.

Recently,  the Ohio Supreme Court found that the current  method of  educational
funding is  unconstitutional.  The Ohio General  Assembly has one year to remedy
specific  findings.  The outcome is unpredictable.  Bonding and higher tax rates
may be required.

As with other  states,  Ohio  experienced  economic  weakness  during the recent
recession.  This,  and other  factors,  led to budget  shortfalls  in 1991-1992.
However,  these shortfalls were  effectively  managed through a draw-down on the
state's  budget  stabilization  fund  and an  executive  order to  reduce  state
spending  by $196  million.  In the early  1980s,  Ohio's  financial  operations
continued a trend of  vulnerability  to  economic  cycles.  Spending  reductions
coupled with tax increases were  implemented as a method of maintaining  control
during  recessionary  periods.  Ohio may face similar scenarios in future years.
However,  the  effects of  economic  cycles  should be less  severe  because the
state's  economic base is more  diversified than it has been in the two previous
decades. Constitutional and statutory provisions require the state to close each
fiscal year with a positive  general fund balance,  in  conjunction  with Ohio's
advantageous   current   budgetary   practice   should  help  future   financial
performance.

Ohio  benefits  from a diversified  revenue  structure and a relatively  low tax
burden. The state carries out most of its operations through the general revenue
fund which receives general state revenues not otherwise dedicated. General fund
revenues are derived mainly from personal income, sales, corporate and franchise
taxes. General fund operations  historically have paralleled economic trends, as
evidenced by the performance in recent recessionary periods.

<PAGE>

While  diversifying more into the service area, Ohio's economy continues to rely
in  part  on  durable-goods   and   manufacturing.   This  reliance  is  largely
concentrated  in motor  vehicles  and  equipment,  steel,  rubber  products  and
household appliances.  As a result,  economic activity in Ohio, as in many other
industrially  developed  states,  tends to be more  cyclical  than in some other
states and in the nation as a whole.

A number of local Ohio communities and school  districts have faced  significant
financial  problems.  The state has established  procedures for municipal fiscal
emergencies,  under which joint state and local  commissions  are established to
monitor  the  fiscal  affairs  of  a  financially   troubled   municipality  the
municipality  must develop a financial  plan to eliminate  deficits and cure any
defaults.  Since their adoption in 1979,  these  procedures have been applied to
approximately twenty cities and villages,  including the City of Cleveland; in a
majority of these  communities,  the fiscal  situation has been resolved and the
procedures terminated.

Local  school  districts in Ohio  receive a major  portion of their  operational
funds from state  subsidies,  but are dependent upon local taxes for significant
portions of their budgets.  Local school  districts are authorized to submit for
voter approval an income tax on the district  income of individuals and estates.
A small number of local school districts have required  emergency  advances from
the  state in order to  prevent  year-end  deficits.  The  number  of  districts
applying  for aid has  fluctuated  over the years.  Legislation  (with  enhanced
provision for individual  district borrowing) has replaced the emergency advance
loan program.

FACTORS AFFECTING PUERTO RICO

The Funds may invest in  municipal  securities  issued by or on behalf of Puerto
Rico, its agencies or instrumentalities.

The economy of Puerto Rico  continued  its  expansion  phase during  fiscal year
1998. Record levels in construction investment, along with reduced energy prices
and low interest rates are supporting  growth in consumer markets are helping to
maintain  better  employment  levels.  Puerto  Rico's  economy now has a diverse
technology-oriented  manufacturing  base  that  is  approximately  41% of  Gross
Domestic Product.

Puerto Rico's seasonally  adjusted  unemployment rate remains relatively high at
12.9% with per capita  income  significantly  less than the U.S.  average.  Debt
ratios for the  Commonwealth  are high as it assumes much of the  responsibility
for financing  improvements in the local  infrastructure.  Effective  January 1,
1998,  companies new to Puerto Rico, or existing companies planning to expand by
at least 25%, may be eligible for a new package of incentives that substantially
reduce  their  corporate   taxes  and  encourage   investment  in  research  and
development, job training and upgrades in operations, facilities or machinery.

Since the early 1970s,  manufacturing has been the primary force in Puerto Rican
development.  Other major sectors of Puerto Rico's economy  include  government,
trade and services.  Puerto  Rico's  economic  base remain  centered  around tax
advantages offered to U.S. manufacturing firms. Legislation or other action that
would  eliminate  or reduce  such tax  incentives  might  give rise to  economic
instability and volatility in the market for the securities.

<PAGE>


<PAGE>

INDEPENDENT AUDITORS' REPORT

THE BOARD AND SHAREHOLDERS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments in securities, of AXP California Tax-Exempt Fund (a
fund within AXP California Tax-Exempt Trust) and AXP Massachusetts Tax-Exempt
Fund, AXP Michigan Tax-Exempt Fund, AXP Minnesota Tax-Exempt Fund, AXP New York
Tax-Exempt Fund and AXP Ohio Tax-Exempt Fund (funds within AXP Special
Tax-Exempt Series Trust) as of June 30, 1999 and the related statements 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 then ended and the financial
highlights for each of the years in the five-year period ended June 30, 1999.
These financial statements and the financial highlights are the responsibility
of fund management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AXP California Tax-Exempt Fund,
AXP Massachusetts Tax-Exempt Fund, AXP Michigan Tax-Exempt Fund, AXP Minnesota
Tax-Exempt Fund, AXP New York Tax-Exempt Fund and AXP Ohio Tax-Exempt Fund as of
June 30, 1999, and the results of their operations, changes in their net assets
and the financial highlights for the periods stated in the first paragraph
above, in conformity with generally accepted accounting principles.



KPMG LLP
Minneapolis, Minnesota
August 6, 1999

<PAGE>

FINANCIAL STATEMENTS

STATEMENTS OF ASSETS AND LIABILITIES
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST

<TABLE>
<CAPTION>
                                                                             CALIFORNIA          MASSACHUSETTS         MICHIGAN
                                                                             TAX-EXEMPT           TAX-EXEMPT          TAX-EXEMPT
JUNE 30, 1999                                                                   FUND                 FUND                FUND
-----------------------------------------------------------------------------------------------------------------------------------
 ASSETS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                  <C>                 <C>
Investments in securities, at value (Note 1)
    (identified cost $250,933,404, $83,969,770
    and $77,357,899)                                                         $265,125,212         $87,543,887         $81,951,809
Cash in bank on demand deposit                                                         --              86,720              48,808
Accrued interest receivable                                                     4,446,385           1,782,398           1,280,815
Receivable for investment securities sold                                          93,655              74,053              43,125
-----------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                  269,665,252          89,487,058          83,324,557
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 LIABILITIES
-----------------------------------------------------------------------------------------------------------------------------------
Disbursements in excess of cash on demand deposit                                  41,293                  --                  --
Dividends payable to shareholders                                                 262,513             136,702              80,810
Payable for investment securities purchased                                     2,389,396           1,984,564                  --
Accrued investment management services fee                                          3,415                 982               1,070
Accrued distribution fee                                                              425                 157                 135
Accrued service fee                                                                 1,276                 614                 398
Accrued transfer agency fee                                                           305                 117                 117
Accrued administrative services fee                                                   289                  84                  91
Other accrued expenses                                                             71,937                 986              39,743
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                               2,770,849           2,124,206             122,364
-----------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding shares                                  $266,894,403         $87,362,852         $83,202,193
===================================================================================================================================

-----------------------------------------------------------------------------------------------------------------------------------
 REPRESENTED BY
-----------------------------------------------------------------------------------------------------------------------------------
Shares of beneficial interest -- $.01 par value (Note 1)                    $      514,752       $     162,101       $     154,722
Additional paid-in capital                                                    257,756,410          84,626,917          79,786,750
Undistributed (excess of distributions over) net investment income                     (1)             43,000                 (42)
Accumulated net realized gain (loss) (Note 6)                                  (5,440,474)           (951,438)         (1,230,063)
Unrealized appreciation (depreciation) on investments (Note 5)                 14,063,716           3,482,272           4,490,826
-----------------------------------------------------------------------------------------------------------------------------------
Total-- representing net assets applicable to outstanding shares             $266,894,403         $87,362,852         $83,202,193
===================================================================================================================================
Net assets applicable to outstanding shares:           Class A               $245,947,413         $70,445,011         $76,626,447
                                                       Class B              $  20,946,990         $16,917,841        $  6,575,746
Outstanding shares of beneficial interest:             Class A shares          47,434,784          13,070,941          14,249,491
                                                       Class B shares           4,040,395           3,139,170           1,222,726
Net asset value per share:                             Class A              $        5.18       $        5.39       $        5.38
                                                       Class B              $        5.18       $        5.39       $        5.38
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST

<TABLE>
<CAPTION>
                                                                             MINNESOTA            NEW YORK            OHIO
                                                                            TAX-EXEMPT           TAX-EXEMPT        TAX-EXEMPT
JUNE 30, 1999                                                                  FUND                 FUND              FUND

-----------------------------------------------------------------------------------------------------------------------------------
 ASSETS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                 <C>                <C>
Investments in securities, at value (Note 1)
    (identified cost $428,411,014, $106,965,927
    and $72,955,761)                                                        $446,760,910        $113,854,117       $76,668,203
Cash in bank on demand deposit                                                 1,978,035              81,591            56,769
Accrued interest receivable                                                    8,315,564           2,210,875           974,511
Receivable for investment securities sold                                      2,105,222              86,394            40,474
-----------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                 459,159,731         116,232,977        77,739,957
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
 LIABILITIES
-----------------------------------------------------------------------------------------------------------------------------------
Dividends payable to shareholders                                                458,715             252,537            78,154
Payable for investment securities purchased                                    7,203,642                  --           990,221
Accrued investment management services fee                                         5,666               1,488               982
Accrued distribution fee                                                             934                 275               157
Accrued service fee                                                                2,161                 554               366
Accrued transfer agency fee                                                          705                 189               117
Accrued administrative services fee                                                  466                 127                84
Other accrued expenses                                                            95,494              31,496            50,675
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                              7,767,783             286,666         1,120,756
-----------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding shares                                 $451,391,948        $115,946,311       $76,619,201
===================================================================================================================================

-----------------------------------------------------------------------------------------------------------------------------------
 REPRESENTED BY
-----------------------------------------------------------------------------------------------------------------------------------
Shares of beneficial interest -- $.01 par value (Note 1)                   $      858,037      $      225,235     $     142,878
Additional paid-in capital                                                   440,508,272         111,262,398        74,018,536
Undistributed (excess of distributions over) net investment income                (1,845)                 --             1,028
Accumulated net realized gain (loss) (Note 6)                                 (8,228,569)         (2,216,501)       (1,152,599)
Unrealized appreciation (depreciation) on investments (Note 5)                18,256,053           6,675,179         3,609,358
-----------------------------------------------------------------------------------------------------------------------------------
Total -- representing net assets applicable to outstanding shares            $451,391,948        $115,946,311       $76,619,201
-----------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding shares:           Class A              $405,757,712        $102,430,635       $68,844,000
                                                       Class B             $  45,634,236       $  13,515,676      $  7,775,201
Outstanding shares of beneficial interest:             Class A shares         77,129,334          19,898,087        12,838,074
                                                       Class B shares          8,674,329           2,625,385         1,449,756
Net asset value per share:                             Class A             $        5.26       $        5.15      $       5.36
                                                       Class B             $        5.26       $        5.15      $       5.36
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF OPERATIONS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST

<TABLE>
<CAPTION>
                                                                              CALIFORNIA        MASSACHUSETTS       MICHIGAN
                                                                              TAX-EXEMPT         TAX-EXEMPT        TAX-EXEMPT
YEAR ENDED JUNE 30, 1999                                                         FUND               FUND              FUND
-----------------------------------------------------------------------------------------------------------------------------------
 INVESTMENT INCOME
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>               <C>               <C>
Income:
Interest                                                                       $15,420,754      $  4,930,570      $  4,860,883
-----------------------------------------------------------------------------------------------------------------------------------
Expenses (Note 2):
Investment management services fee                                               1,257,978           399,923           391,881
Distribution fee -- Class B                                                        136,155           114,158            43,183
Transfer agency fee                                                                 95,461            46,821            37,827
Incremental transfer agency fee -- Class B                                           1,268             1,045               430
Service fee
    Class A                                                                        433,279           121,582           134,988
    Class B                                                                         31,443            26,576             9,964
Administrative services fees and expenses                                          110,275            35,242            34,586
Compensation of board members                                                        7,977             7,977             7,977
Custodian fees                                                                      26,592            10,753            12,895
Printing and postage                                                                51,027             4,877            16,607
Registration fees                                                                   39,715            19,023            30,044
Audit fees                                                                          17,000            15,500            15,500
Other                                                                               10,309                --             3,426
-----------------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                   2,218,479           803,477           739,308
    Earnings credits on cash balances (Note 2)                                     (21,970)          (10,692)           (3,857)
-----------------------------------------------------------------------------------------------------------------------------------
Total net expenses                                                               2,196,509           792,785           735,451
-----------------------------------------------------------------------------------------------------------------------------------
Investment income (loss) -- net                                                  13,224,245         4,137,785         4,125,432
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
 REALIZED AND UNREALIZED GAIN (LOSS) -- NET
-----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
    Security transactions (Note 3)                                                (123,320)            6,655           430,554
    Financial futures contracts                                                     (8,912)           28,371            30,112
-----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments                                           (132,232)           35,026           460,666
Net change in unrealized appreciation (depreciation) on investments             (8,521,862)       (2,888,857)       (3,039,567)
-----------------------------------------------------------------------------------------------------------------------------------
Net gain (loss) on investments                                                  (8,654,094)       (2,853,831)       (2,578,901)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations               $  4,570,151      $  1,283,954      $  1,546,531
===================================================================================================================================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF OPERATIONS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST

<TABLE>
<CAPTION>
                                                                               MINNESOTA            NEW YORK            OHIO
                                                                              TAX-EXEMPT           TAX-EXEMPT        TAX-EXEMPT
YEAR ENDED JUNE 30, 1999                                                         FUND                 FUND              FUND
-----------------------------------------------------------------------------------------------------------------------------------
 INVESTMENT INCOME
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>               <C>
Income:
Interest                                                                     $  26,649,745        $  6,646,639      $  4,475,701
-----------------------------------------------------------------------------------------------------------------------------------
Expenses (Note 2):
Investment management services fee                                               1,994,409             543,353           357,073
Distribution fee -- Class B                                                        284,736              86,839            49,653
Transfer agency fee                                                                219,595              59,911            36,842
Incremental transfer agency fee -- Class B                                           3,049                 952               453
Service fee
    Class A                                                                        688,742             180,174           120,698
    Class B                                                                         66,271              20,226            11,347
Administrative services fees and expenses                                          176,098              47,870            30,748
Compensation of board members                                                        8,821               7,977             4,093
Custodian fees                                                                      40,333              12,282            17,120
Printing and postage                                                               109,994              24,087            15,053
Registration fees                                                                   48,930              36,660            33,582
Audit fees                                                                          18,000              17,000            15,500
Other                                                                               12,502               2,362            23,198
-----------------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                   3,671,480           1,039,693           715,360
    Earnings credits on cash balances (Note 2)                                     (43,650)             (6,787)           (2,271)
-----------------------------------------------------------------------------------------------------------------------------------
Total net expenses                                                               3,627,830           1,032,906           713,089
-----------------------------------------------------------------------------------------------------------------------------------
Investment income (loss) -- net                                                  23,021,915           5,613,733         3,762,612
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
 REALIZED AND UNREALIZED GAIN (LOSS) -- NET
-----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
    Security transactions (Note 3)                                                 406,366             155,442            69,725
    Financial futures contracts                                                     (7,149)             56,533            30,114
-----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments                                            399,217             211,975            99,839
Net change in unrealized appreciation (depreciation) on investments            (13,019,298)         (3,443,059)       (2,055,350)
-----------------------------------------------------------------------------------------------------------------------------------
Net gain (loss) on investments                                                 (12,620,081)         (3,231,084)       (1,955,511)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations              $  10,401,834        $  2,382,649      $  1,807,101
===================================================================================================================================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST
<TABLE>
<CAPTION>

                                                                         CALIFORNIA                         MASSACHUSETTS
                                                                       TAX-EXEMPT FUND                     TAX-EXEMPT FUND
YEAR ENDED JUNE 30,                                               1999              1998               1999               1998
----------------------------------------------------------------------------------------------------------------------------------
 OPERATIONS AND DISTRIBUTIONS
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>                <C>               <C>
Investment income (loss)-- net                               $  13,224,245    $  12,975,883      $   4,137,785     $   3,873,971
Net realized gain (loss) on investments                           (132,232)       1,926,039             35,026           277,400
Net change in unrealized appreciation (depreciation)
       on investments                                           (8,521,862)       3,558,638         (2,888,857)        1,722,338
----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
       from operations                                           4,570,151       18,460,560          1,283,954         5,873,709
----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
    Net investment income
       Class A                                                 (12,458,083)     (12,717,817)        (3,454,620)       (3,418,898)
       Class B                                                    (766,108)        (572,424)          (640,114)         (455,124)
    Net realized gain
       Class A                                                          --           (9,568)           (33,427)               --
       Class B                                                          --             (507)            (7,530)               --
----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                            (13,224,191)     (13,300,316)        (4,135,691)       (3,874,022)
----------------------------------------------------------------------------------------------------------------------------------
 SHARE TRANSACTIONS (NOTE 4)
----------------------------------------------------------------------------------------------------------------------------------
Proceeds from sales
    Class A shares (Note 2)                                     42,285,590       27,263,050         16,960,957         9,567,532
    Class B shares                                               8,682,050        5,637,162          6,288,904         5,760,628
Reinvestment of distributions at net asset value
    Class A shares                                               8,430,940        8,796,579          2,675,840         2,647,896
    Class B shares                                                 588,371          436,950            532,827           392,654
----------------------------------------------------------------------------------------------------------------------------------
Payments for redemptions
----------------------------------------------------------------------------------------------------------------------------------
    Class A shares                                             (36,166,864)     (33,740,758)       (13,594,414)      (13,778,211)
----------------------------------------------------------------------------------------------------------------------------------
    Class B shares (Note 2)                                     (2,589,325)      (1,396,348)        (2,358,655)       (1,502,976)
----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets from share transactions       21,230,762        6,996,635         10,505,459         3,087,523
Total increase (decrease) in net assets                         12,576,722       12,156,879          7,653,722         5,087,210
Net assets at beginning of year                                254,317,681      242,160,802         79,709,130        74,621,920
----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                     $266,894,403     $254,317,681       $ 87,362,852      $ 79,709,130
----------------------------------------------------------------------------------------------------------------------------------
Undistributed (excess of distributions over)
    net investment income                                    $          (1)   $         (55)     $      43,000      $        (51)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST
<TABLE>
<CAPTION>

                                                                         MICHIGAN                             MINNESOTA
                                                                      TAX-EXEMPT FUND                      TAX-EXEMPT FUND
YEAR ENDED JUNE 30,                                              1999            1998                 1999              1998
-----------------------------------------------------------------------------------------------------------------------------------
 OPERATIONS AND DISTRIBUTIONS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>                <C>                <C>
Investment income (loss)-- net                               $  4,125,432    $  4,153,422       $  23,021,915      $  22,597,273
Net realized gain (loss) on investments                           460,666          39,801             399,217            867,273
Net change in unrealized appreciation (depreciation)
    on investments                                             (3,039,567)      1,755,887         (13,019,298)         7,572,218
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
    from operations                                             1,546,531       5,949,110          10,401,834         31,036,764
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
    Net investment income
       Class A                                                 (3,880,954)     (3,959,928)        (21,267,346)       (21,338,695)
       Class B                                                   (244,520)       (194,070)         (1,747,010)        (1,277,193)
    Net realized gain
       Class A                                                   (295,764)             --                  --                 --
       Class B                                                    (21,598)             --                  --                 --
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                            (4,442,836)     (4,153,998)        (23,014,356)       (22,615,888)
-----------------------------------------------------------------------------------------------------------------------------------
 SHARE TRANSACTIONS (NOTE 4)
-----------------------------------------------------------------------------------------------------------------------------------
Proceeds from sales
    Class A shares (Note 2)                                    10,840,031       6,481,056          81,903,764         55,067,262
    Class B shares                                              2,076,128       2,106,132          19,340,345         10,919,373
Reinvestment of distributions at net asset value
    Class A shares                                              3,033,680       2,829,652          16,537,485         16,634,462
    Class B shares                                                216,608         153,120           1,430,174          1,015,306
Payments for redemptions
    Class A shares                                            (11,501,402)    (10,742,181)        (66,199,264)       (71,239,533)
    Class B shares (Note 2)                                      (620,911)       (849,531)         (5,079,371)        (3,414,186)
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets from share transactions       4,044,134         (21,752)         47,933,133          8,982,684
-----------------------------------------------------------------------------------------------------------------------------------
Total increase (decrease) in net assets                         1,147,829       1,773,360          35,320,611         17,403,560
-----------------------------------------------------------------------------------------------------------------------------------
Net assets at beginning of year                                82,054,364      80,281,004         416,071,337        398,667,777
-----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                     $83,202,193     $82,054,364        $451,391,948       $416,071,337
-----------------------------------------------------------------------------------------------------------------------------------
Undistributed (excess of distributions over) net
    investment income                                        $        (42)    $       --         $     (1,845)      $     (9,944)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST
<TABLE>
<CAPTION>

                                                                          NEW YORK                                 OHIO
                                                                       TAX-EXEMPT FUND                        TAX-EXEMPT FUND
YEAR ENDED JUNE 30,                                               1999              1998                 1999               1998
-----------------------------------------------------------------------------------------------------------------------------------
 OPERATIONS AND DISTRIBUTIONS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>                  <C>                <C>
Investment income (loss)-- net                              $    5,613,733    $    5,988,600       $  3,762,612       $  3,710,452
Net realized gain (loss) on investments                            211,975           748,448             99,839            441,486
Net change in unrealized appreciation (depreciation)
    on investments                                              (3,443,059)        2,313,952         (2,055,350)         1,193,891
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
    from operations                                              2,382,649         9,051,000          1,807,101          5,345,829
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
    Net investment income
       Class A                                                  (5,126,805)       (5,597,877)        (3,477,589)        (3,541,325)
       Class B                                                    (485,770)         (391,627)          (282,186)          (193,178)
    Net realized gain
       Class A                                                          --                --                 --                 --
       Class B                                                          --                --                 --                 --
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                             (5,612,575)       (5,989,504)        (3,759,775)        (3,734,503)
-----------------------------------------------------------------------------------------------------------------------------------
 SHARE TRANSACTIONS (NOTE 4)
Proceeds from sales
    Class A shares (Note 2)                                     13,763,495        13,077,412         12,196,295          6,692,901
    Class B shares                                               5,556,166         3,058,971          3,287,691          1,943,456
Reinvestment of distributions at net asset value
    Class A shares                                               3,536,147         4,046,559          2,533,703          2,702,866
    Class B shares                                                 382,826           331,272            214,576            143,123
Payments for redemptions
    Class A shares                                             (17,500,028)      (22,106,362)       (11,351,271)       (10,309,437)
    Class B shares (Note 2)                                     (1,828,945)       (1,358,542)          (820,294)          (415,851)
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets from share transactions        3,909,661        (2,950,690)         6,060,700            757,058
-----------------------------------------------------------------------------------------------------------------------------------
Total increase (decrease) in net assets                            679,735           110,806          4,108,026          2,368,384
-----------------------------------------------------------------------------------------------------------------------------------
Net assets at beginning of year                                115,266,576       115,155,770         72,511,175         70,142,791
-----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                     $115,946,311      $115,266,576        $76,619,201        $72,511,175
-----------------------------------------------------------------------------------------------------------------------------------
Undistributed (excess of distributions over) net
    investment income                                       $          --     $         (193)       $     1,028        $    (1,809)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS

AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AXP California Tax-Exempt Trust and AXP Special Tax-Exempt Series Trust were
organized as Massachusetts business trusts. AXP California Tax-Exempt Trust
includes only AXP California Tax-Exempt Fund. AXP Special Tax-Exempt Series
Trust is a "series fund" that is currently composed of individual state
tax-exempt funds and one insured national tax-exempt fund, including AXP
Massachusetts Tax-Exempt Fund, AXP Michigan Tax-Exempt Fund, AXP Minnesota
Tax-Exempt Fund, AXP New York Tax-Exempt Fund and AXP Ohio Tax-Exempt Fund (the
Funds). The Funds are non-diversified, open-end management investment companies
as defined in the Investment Company Act of 1940 (as amended). Each Fund has
unlimited authorized shares of beneficial interest.

Each Fund's goal is to provide a high level of income generally exempt from
federal income tax as well as from the respective state and local income tax. A
portion of each Fund's assets may be invested in bonds whose interest is subject
to the alternative minimum tax computation. The Funds concentrate their
investments in a single state and therefore may have more credit risk related to
the economic conditions of the respective state than Funds that have a broader
geographical diversification.

Each Fund offers Class A and Class B shares.

-    Class A shares are sold with a front-end sales charge.
-    Class B shares may be subject to a contingent deferred sales charge and
     automatically convert to Class A shares during the ninth calendar year of
     ownership.

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

The Fund's significant accounting policies are summarized below:

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

VALUATION OF SECURITIES
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 sale 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.

<PAGE>

OPTION TRANSACTIONS
To produce incremental earnings, protect gains and facilitate buying and selling
of securities for investments, the Funds 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 Funds
give up the opportunity for profit if the market price of the security
increases. The risk in writing a put option is that the Funds 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 Funds pay a premium whether or not the
option is exercised. The Funds also have the additional risk of being unable to
enter into a closing transaction if a liquid secondary market does not exist.
The Funds also may write over-the-counter options where completing the
obligation depends upon the credit standing of the other party.

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

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

Upon entering into a futures contract, the Funds are 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 Funds 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 Funds recognize a realized gain or loss when
the contract is closed or expires.

FEDERAL TAXES
Each Fund's policy to comply with all sections of the Internal Revenue Code that
apply to regulated investment companies and to distribute all of its taxable
income to shareholders. No provision for income or excise taxes is thus
required. Each Fund is treated as a separate entity for federal income tax
purposes.

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

<PAGE>

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences, undistributed net investment income and accumulated net realized
gain (loss) have been increased (decreased), resulting in net reclassification
adjustments to additional paid-in capital by the following:
<TABLE>
<CAPTION>

                                              CALIFORNIA    MASSACHUSETTS    MICHIGAN      MINNESOTA      NEW YORK        OHIO
                                              TAX-EXEMPT      TAX-EXEMPT    TAX-EXEMPT     TAX-EXEMPT    TAX-EXEMPT    TAX-EXEMPT
                                                 FUND            FUND          FUND           FUND          FUND          FUND
----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>           <C>           <C>          <C>             <C>
Undistributed net investment income               $--             $--           $--           $540         $(965)          $--
Accumulated net realized gain (loss)              $--             $--           $--          $(540)         $965           $--
----------------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital increase (decrease)    $--             $--           $--            $--           $--           $--
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DIVIDENDS TO SHAREHOLDERS
Dividends from net investment income, declared daily and paid monthly, are
reinvested in additional shares of each 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. Interest income, including level-yield amortization of premium and
discount, is accrued daily.


2. EXPENSES AND SALES CHARGES
Each 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 each Fund's
average daily net assets in reducing percentages from 0.47% to 0.38% annually.

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

Under a separate Transfer Agency Agreement, American Express Client Service
Corporation (AECSC) maintains shareholder accounts and records. Each Fund pays
AECSC an annual fee per shareholder account for this service as follows:
-  Class A $19.50
-  Class B $20.50

Under terms of a prior agreement that ended Jan. 31, 1999, each Fund paid a
transfer agency fee at an annual rate per shareholder account of $15.50 for
Class A and $16.50 for Class B.

<PAGE>

Each Fund has agreements with American Express Financial Advisors Inc. for
distribution and shareholder services. Under a Plan and Agreement of
Distribution, each Fund pays a distribution fee at an annual rate of 0.75% of
the Fund's average daily net assets attributable to Class B shares. Effective
July 1, 1999, each Fund will pay 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% of the Fund's average daily net assets attributable to Class B
shares.

Under a Shareholder Service Agreement, each Fund pays a fee for service provided
to shareholders by financial advisors and other servicing agents. The fee is
calculated at a rate of 0.175% of each Fund's average daily net assets
attributable to Class A and Class B shares. Effective July 1, 1999, each Fund
will convert the Shareholder Service Agreement with respect to Class A and Class
B shares into the Plan and Agreement of Distribution discussed above.

Sales charges received by American Express Financial Advisors Inc. for
distributing the Funds' shares for the year ended June 30, 1999, are as follows:
<TABLE>
<CAPTION>

 FUND                                            CLASS A                                  CLASS B
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                         <C>
 California Tax-Exempt Fund                   $   769,887                                 $33,637
 Massachusetts Tax-Exempt Fund                    420,351                                  24,785
 Michigan Tax-Exempt Fund                         203,210                                   6,104
 Minnesota Tax-Exempt Fund                      1,220,871                                  45,143
 New York Tax-Exempt Fund                         244,591                                  22,199
 Ohio Tax-Exempt Fund                             194,819                                  10,901
</TABLE>

During the year ended June 30, 1999, the Funds' custodian and transfer agency
fees were reduced as a result of earnings credits from overnight cash balances
as follows:
<TABLE>
<CAPTION>

 FUND                                            REDUCTION
--------------------------------------------------------------------------------------------------------------------
<S>                                               <C>
 California Tax-Exempt Fund                       $21,970
 Massachusetts Tax-Exempt Fund                     10,692
 Michigan Tax-Exempt Fund                           3,857
 Minnesota Tax-Exempt Fund                         43,650
 New York Tax-Exempt Fund                           6,787
 Ohio Tax-Exempt Fund                               2,271
</TABLE>


3. SECURITIES TRANSACTIONS
For the year ended June 30, 1999, cost of purchases and proceeds from sales
(other than short-term obligations) aggregated for each Fund are as follows:
<TABLE>
<CAPTION>

 FUND                                          PURCHASES                                PROCEEDS
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                     <C>
 California Tax-Exempt Fund                   $66,396,954                             $40,438,928
 Massachusetts Tax-Exempt Fund                 15,264,267                               4,496,663
 Michigan Tax-Exempt Fund                      19,263,445                              16,063,648
 Minnesota Tax-Exempt Fund                     91,250,893                              54,528,576
 New York Tax-Exempt Fund                      12,563,522                               9,359,640
 Ohio Tax-Exempt Fund                           9,469,572                               3,978,938
</TABLE>

Realized gains and losses are determined on an identified cost basis.

<PAGE>

4. SHARE TRANSACTIONS
Transactions in shares of each Fund for the years indicated are as follows:
<TABLE>
<CAPTION>

                                                                         CALIFORNIA TAX-EXEMPT FUND
                                                                          YEAR ENDED JUNE 30, 1999
                                                               CLASS A                                CLASS B
-------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                    <C>
Sold                                                         7,876,900                              1,618,457
Issued for reinvested distributions                          1,573,110                                109,894
Redeemed                                                    (6,741,823)                              (485,671)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                      2,708,187                              1,242,680
-------------------------------------------------------------------------------------------------------------------------
                                                                          YEAR ENDED JUNE 30, 1998
                                                               CLASS A                                CLASS B
-------------------------------------------------------------------------------------------------------------------------
Sold                                                         5,116,223                              1,058,071
Issued for reinvested distributions                          1,651,772                                 82,051
Redeemed                                                    (6,331,307)                              (262,162)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                        436,688                                877,960
-------------------------------------------------------------------------------------------------------------------------

                                                                        MASSACHUSETTS TAX-EXEMPT FUND
                                                                          YEAR ENDED JUNE 30, 1999
                                                               CLASS A                                CLASS B
-------------------------------------------------------------------------------------------------------------------------
Sold                                                         3,046,475                              1,130,787
Issued for reinvested distributions                            481,681                                 95,959
Redeemed                                                    (2,445,264)                              (425,397)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                      1,082,892                                801,349
-------------------------------------------------------------------------------------------------------------------------

                                                                          YEAR ENDED JUNE 30, 1998
                                                               CLASS A                                CLASS B
-------------------------------------------------------------------------------------------------------------------------
Sold                                                         1,728,151                              1,040,229
Issued for reinvested distributions                            479,241                                 71,032
Redeemed                                                    (2,493,940)                              (271,030)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                       (286,548)                               840,231
-------------------------------------------------------------------------------------------------------------------------

                                                                          MICHIGAN TAX-EXEMPT FUND
                                                                          YEAR ENDED JUNE 30, 1999
                                                               CLASS A                                CLASS B
-------------------------------------------------------------------------------------------------------------------------
Sold                                                         1,952,027                                218,977
Issues for reinvested distributions                            546,553                                194,235
Redeemed                                                    (2,069,273)                              (111,961)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                        429,307                                301,251
-------------------------------------------------------------------------------------------------------------------------

                                                                          YEAR ENDED JUNE 30, 1998
                                                               CLASS A                                CLASS B
-------------------------------------------------------------------------------------------------------------------------
Sold                                                         1,170,022                                380,067
Issued for reinvested distributions                            511,164                                 27,650
Redeemed                                                    (1,941,314)                              (153,133)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                       (260,128)                               254,584
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                          MINNESOTA TAX-EXEMPT FUND
                                                                          YEAR ENDED JUNE 30, 1999
                                                               CLASS A                                CLASS B
---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                                     <C>
Sold                                                        15,143,882                              3,578,954
Issued for reinvested distributions                          3,061,091                                264,909
Redeemed                                                   (12,237,821)                              (942,705)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                      5,967,152                              2,901,158
---------------------------------------------------------------------------------------------------------------------------

                                                                          YEAR ENDED JUNE 30, 1998
                                                               CLASS A                                CLASS B
---------------------------------------------------------------------------------------------------------------------------
Sold                                                        10,219,416                              2,026,791
Issued for reinvested distributions                          3,090,353                                188,593
Redeemed                                                   (13,225,380)                              (633,606)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                         84,389                              1,581,778
---------------------------------------------------------------------------------------------------------------------------


                                                                          NEW YORK TAX-EXEMPT FUND
                                                                          YEAR ENDED JUNE 30, 1999
                                                               CLASS A                                CLASS B
---------------------------------------------------------------------------------------------------------------------------
Sold                                                         2,594,887                              1,048,359
Issued for reinvested distributions                            667,318                                 72,294
Redeemed                                                    (3,294,574)                              (345,553)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                        (32,369)                               775,100
---------------------------------------------------------------------------------------------------------------------------

                                                                          YEAR ENDED JUNE 30, 1998
                                                               CLASS A                                CLASS B
---------------------------------------------------------------------------------------------------------------------------
Sold                                                         2,476,927                                580,183
Issued for reinvested distributions                            768,096                                 62,867
Redeemed                                                    (4,193,469)                              (257,849)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                       (948,446)                               385,201
---------------------------------------------------------------------------------------------------------------------------

                                                                            OHIO TAX-EXEMPT FUND
                                                                          YEAR ENDED JUNE 30, 1999
                                                               CLASS A                                CLASS B
---------------------------------------------------------------------------------------------------------------------------
Sold                                                         2,212,340                                596,770
Issued for reinvested distributions                            460,278                                 38,999
Redeemed                                                    (2,061,123)                              (149,003)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                        611,495                                486,766
---------------------------------------------------------------------------------------------------------------------------

                                                                          YEAR ENDED JUNE 30, 1998
                                                               CLASS A                                CLASS B
---------------------------------------------------------------------------------------------------------------------------
Sold                                                         1,224,084                                354,262
Issued for reinvested distributions                            493,970                                 26,147
Redeemed                                                    (1,882,921)                               (75,894)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)                                       (164,867)                               304,515
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

5. INTEREST RATE FUTURES CONTRACTS
Investments in securities as of June 30, 1999, included securities that were
valued and pledged as collateral to cover initial margin deposits, (see "Summary
of significant accounting policies") as follows:
<TABLE>
<CAPTION>

                                                                                           OPEN
                                                 MARKET                                  PURCHASE
 FUND                                             VALUE                                  CONTRACTS
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                            <C>
 California Tax-Exempt Fund                  $   208,494                                     70
 Massachusetts Tax-Exempt Fund                    83,483                                     55
 Michigan Tax-Exempt Fund                      1,684,345                                     60
 Minnesota Tax-Exempt Fund                        92,019                                     70
 New York Tax-Exempt Fund                        249,688                                    120
 Ohio Tax-Exempt Fund                          1,579,595                                     60
</TABLE>

The market value of the open purchase contracts as of June 30, 1999, was as
follows:
<TABLE>
<CAPTION>

                                                                                           NET
                                                 MARKET                                 UNREALIZED
 FUND                                             VALUE                                 GAIN (LOSS)
-------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                       <C>
 California Tax-Exempt Fund                   $8,314,688                                $(128,092)
 Massachusetts Tax-Exempt Fund                 6,532,969                                  (91,845)
 Michigan Tax-Exempt Fund                      7,126,875                                 (103,084)
 Minnesota Tax-Exempt Fund                     8,314,688                                  (93,843)
 New York Tax-Exempt Fund                     14,253,750                                 (213,011)
 Ohio Tax-Exempt Fund                          7,126,875                                 (103,084)
</TABLE>

The Funds maintain, in a segregated account with its custodian, advanced
refunded bonds with at least a market value equal to the value of these open
long futures contracts. Advanced refunded bonds are highly liquid, usually
covered by government securities, which will be refunded at the bond's first
call date.

<PAGE>

6. CAPITAL LOSS CARRYOVER
For federal income tax purposes, capital loss carryovers were as follows as of
June 30, 1999:
<TABLE>
<CAPTION>

 FUND                                           CARRYOVER                EXPIRATION
                                                                            DATE
-----------------------------------------------------------------------------------------------
<S>                                            <C>                        <C>
 California Tax-Exempt Fund                    $1,940,553                 2006-2008
 Massachusetts Tax-Exempt Fund                    207,717                      2008
 Michigan Tax-Exempt Fund                         233,234                      2008
 Minnesota Tax-Exempt Fund                      1,997,741                 2005-2008
 New York Tax-Exempt Fund                       1,342,074                 2005-2008
 Ohio Tax-Exempt Fund                             182,633                 2005-2008
</TABLE>

It is unlikely the board will authorize a distribution of any net realized
capital gains for a Fund until the respective capital loss carryover has been
offset or expires.

7. BANK BORROWINGS
Each Fund has a revolving credit agreement with U.S. Bank, N.A., whereby each
Fund is permitted to have bank borrowings for temporary or emergency purposes to
fund shareholder redemptions. Each 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 each Fund to participate with other American Express funds,
permits borrowings up to $200 million, collectively. Interest is charged to each
Fund based on its borrowings at a rate equal to the Federal Funds Rate plus
0.30% or the Eurodollar Rate (Reserve Adjusted) plus 0.20%. Borrowings are
payable up to 90 days after such loan is executed. Each 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. Each Fund had no borrowings outstanding during the
year ended June 30,1999.

<PAGE>

8. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP CALIFORNIA TAX-EXEMPT FUND


<TABLE>
<CAPTION>

FISCAL PERIOD ENDED JUNE 30,
-----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL CHANGES(a)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                CLASS A                                  CLASS B
                                                 ------------------------------------    ------------------------------------------
                                                 1999   1998    1997    1996    1995     1999     1998    1997    1996   1995(b)
<S>                                              <C>    <C>     <C>     <C>     <C>      <C>      <C>     <C>     <C>    <C>
Net asset value, beginning of period             $5.35  $5.24   $5.15   $5.16   $5.13    $5.35    $5.24   $5.15   $5.16  $5.21
-----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                       .27    .29     .29     .28     .30      .22      .25     .25     .24    .09
Net gains (losses) (both realized and unrealized) (.17)   .11     .10     .02     .03     (.17)     .11     .10     .02   (.05)
-----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                   .10    .40     .39     .30     .33      .05      .36     .35     .26    .04
-----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income              (.27)  (.29)   (.29)   (.28)   (.30)    (.22)    (.25)   (.25)   (.24)  (.09)
Distributions from realized gains                   --     --    (.01)   (.03)     --       --       --    (.01)   (.03)    --
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions                               (.27)  (.29)   (.30)   (.31)   (.30)    (.22)    (.25)   (.26)   (.27)  (.09)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $5.18  $5.35   $5.24   $5.15   $5.16    $5.18    $5.35   $5.24   $5.15  $5.16
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)           $246   $239    $232    $234    $239      $21      $15     $10      $6     $2
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)   .79%   .75%    .77%    .80%    .65%    1.53%    1.50%   1.52%   1.57%  1.51%(c)
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                       4.97%  5.24%   5.64%   5.40%   5.89%    4.23%    4.50%   4.94%   4.64%  4.87%(c)
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                   16%    15%     14%     15%     48%      16%      15%     14%     15%    48%
-----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                   1.80%  7.72%   7.77%   6.00%   6.52%    1.03%    6.94%   6.95%   5.19%   .80%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.

(b)  Inception date was March 20, 1995.

(c)  Adjusted to an annual basis.

(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.

(e)  Total return does not reflect payment of a sales charge.

<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MASSACHUSETTS TAX-EXEMPT FUND

<TABLE>
<CAPTION>

FISCAL PERIOD ENDED JUNE 30,
-----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL(a)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 CLASS A                                   CLASS B
                                                  -------------------------------------    --------------------------------------
                                                   1999    1998    1997    1996    1995     1999    1998    1997    1996  1995(b)
<S>                                               <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>    <C>
Net asset value, beginning of period              $5.56   $5.42   $5.30   $5.27   $5.24    $5.56   $5.42   $5.30   $5.27  $5.31
---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                        .27     .29     .29     .28     .30      .23     .24     .25     .24    .09
Net gains (losses) (both realized and unrealized)  (.17)    .14     .12     .03     .03     (.17)    .14     .12     .03   (.04)
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                    .10     .43     .41     .31     .33      .06     .38     .37     .27    .05
---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income               (.27)   (.29)   (.29)   (.28)   (.30)    (.23)   (.24)   (.25)   (.24)  (.09)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $5.39   $5.56   $5.42   $5.30   $5.27    $5.39   $5.56   $5.42   $5.30  $5.27
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)             $70     $67     $67     $68     $68      $17     $13      $8      $6     $2
---------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)    .81%    .82%    .84%    .86%    .72%    1.56%   1.57%   1.59%   1.63%  1.59%(c)
---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                        4.99%   5.17%   5.32%   5.26%   5.74%    4.25%   4.43%   4.58%   4.51%  4.83%(c)
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                     5%      9%      8%      6%     16%       5%      9%      8%      6%    16%
---------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                    1.72%   8.13%   7.81%   5.96%   6.53%     .96%   7.32%   7.00%   5.19%   .90%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.

(b)  Inception date was March 20, 1995.

(c)  Adjusted to an annual basis.

(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.

(e)  Total return does not reflect payment of a sales charge.

<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MICHIGAN TAX-EXEMPT FUND


<TABLE>
<CAPTION>

FISCAL PERIOD ENDED JUNE 30,
-----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL CHANGES(a)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  CLASS A                                 CLASS B
                                                  -------------------------------------    ---------------------------------------
                                                   1999    1998    1997    1996    1995     1999    1998    1997    1996   1995(b)
<S>                                               <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>    <C>
Net asset value, beginning of period              $5.57   $5.44   $5.36   $5.39   $5.35    $5.57   $5.44   $5.36   $5.39  $5.43
---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                        .28     .29     .29     .30     .30      .24     .25     .25     .25    .09
Net gains (losses) (both realized and unrealized)  (.17)    .13     .08     .04     .05     (.17)    .13     .08     .04   (.04)
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                    .11     .42     .37     .34     .35      .07     .38     .33     .29    .05
---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income               (.28)   (.29)   (.29)   (.30)   (.31)    (.24)   (.25)   (.25)   (.25)  (.09)
Distributions from realized gains                  (.02)     --      --    (.07)     --     (.02)     --      --    (.07)    --
---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                (.30)   (.29)   (.29)   (.37)   (.31)    (.26)   (.25)   (.25)   (.32)  (.09)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $5.38   $5.57   $5.44   $5.36   $5.39    $5.38   $5.57   $5.44   $5.36  $5.39
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)             $77     $77     $77     $79     $78       $7      $5      $4      $3     $1
---------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)    .83%    .82%    .81%    .82%    .70%    1.59%   1.57%   1.56%   1.59%  1.62%(c)
---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
(loss) to average daily net assets                 5.00%   5.19%   5.38%   5.37%   5.71%    4.25%   4.44%   4.65%   4.63%  4.89%(c)
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                    20%     10%     21%     29%     48%      20%     10%     21%     29%    48%
---------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                    1.92%   7.66%   7.12%   6.30%   6.59%    1.17%   6.86%   6.32%   5.57%   .90%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.

(b)  Inception date was March 20, 1995.

(c)  Adjusted to an annual basis.

(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.

(e)  Total return does not reflect payment of a sales charge.

<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP MINNESOTA TAX-EXEMPT FUND


<TABLE>
<CAPTION>

FISCAL PERIOD ENDED JUNE 30,
-----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL CHANGES(a)
                                                                  CLASS A                                 CLASS B
                                                   ------------------------------------   -----------------------------------------
                                                    1999    1998   1997    1996    1995    1999     1998    1997    1996    1995(b)
<S>                                                <C>     <C>    <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>
Net asset value, beginning of period               $5.41   $5.30  $5.20   $5.19   $5.16   $5.41    $5.30   $5.20   $5.19   $5.24
-----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                         .29     .30    .31     .30     .31     .25      .26     .27     .26     .09
Net gains (losses) (both realized and unrealized)   (.15)    .11    .10     .01     .03    (.15)     .11     .10     .01    (.05)
-----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                     .14     .41    .41     .31     .34     .10      .37     .37     .27     .04
-----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income                (.29)   (.30)  (.31)   (.30)   (.31)   (.25)    (.26)   (.27)   (.26)   (.09)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $5.26   $5.41  $5.30   $5.20   $5.19   $5.26    $5.41   $5.30   $5.20   $5.19
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)             $406    $385   $376    $393    $403     $46      $31     $22     $16      $4
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)     .78%    .75%   .75%    .80%    .67%   1.54%    1.50%   1.50%   1.57%   1.27%(c)
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                         5.37%   5.61%  5.81%   5.66%   6.01%   4.61%    4.86%   5.05%   4.94%   5.40%(c)
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
(excluding short-term securities)                     13%      8%    14%     13%     28%     13%       8%     14%     13%     28%
-----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                     2.62%   7.96%  8.06%   5.90%   6.77%   1.85%    7.17%   7.23%   5.20%    .80%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.

(b)  Inception date was March 20, 1995.

(c)  Adjusted to an annual basis.

(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.

(e)  Total return does not reflect payment of a sales charge.

<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP NEW YORK TAX-EXEMPT FUND

<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
-----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL CHANGES(a)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                CLASS A                                   CLASS B
                                                 -------------------------------------     ----------------------------------------
                                                   1999   1998    1997    1996   1995      1999    1998    1997    1996    1995(b)
<S>                                              <C>     <C>     <C>     <C>     <C>       <C>     <C>    <C>     <C>     <C>
Net asset value, beginning of period             $5.29   $5.15   $5.06   $5.09   $5.12     $5.29   $5.15  $5.06   $5.09   $5.17
-----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                       .25     .27     .28     .29     .30       .21     .23    .25     .25     .09
Net gains (losses) (both realized and unrealized) (.14)    .14     .09    (.03)   (.03)     (.14)    .14    .09    (.03)   (.08)
-----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                   .11     .41     .37     .26     .27       .07     .37    .34     .22     .01
-----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income              (.25)   (.27)   (.28)   (.29)   (.30)     (.21)   (.23)  (.25)   (.25)   (.09)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $5.15   $5.29   $5.15   $5.06   $5.09     $5.15   $5.29  $5.15   $5.06   $5.09
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)           $102    $105    $108    $115    $120       $14     $10     $8      $5      $2
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets (d)  .82%    .79%    .81%    .82%    .70%     1.57%   1.55%  1.56%   1.59%   1.59%(c)
-----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
to average daily net assets                       4.93%   5.22%   5.55%   5.51%   6.00%     4.20%   4.47%  4.81%   4.79%   5.42%(c)
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
   (excluding short-term securities)                 8%     10%     12%      9%     20%        8%     10%    12%      9%     20%
-----------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                   2.04%   8.20%   7.60%   5.23%   5.46%     1.28%   7.35%  6.80%   4.40%    .20%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.

(b)  Inception date was March 20, 1995.

(c)  Adjusted to an annual basis.

(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.

(e)  Total return does not reflect payment of a sales charge.

<PAGE>

AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP OHIO TAX-EXEMPT FUND


<TABLE>
<CAPTION>
FISCAL PERIOD ENDED JUNE 30,
------------------------------------------------------------------------------------------------------------------------------------
 PER SHARE INCOME AND CAPITAL CHANGES(a)
------------------------------------------------------------------------------------------------------------------------------------
                                                               CLASS A                                  CLASS B
                                                  1999    1998   1997    1996    1995      1999    1998    1997    1996    1995(b)
                                                 -------------------------------------     ----------------------------------------
<S>                                              <C>     <C>    <C>     <C>     <C>       <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of period             $5.50   $5.38  $5.28   $5.28   $5.26     $5.50   $5.38   $5.28   $5.28   $5.34
------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                       .27     .29    .29     .29     .29       .23      .24     .25     .24     .09
Net gains (losses) (both realized and unrealized) (.14)   .12    .10      .01     .03      (.14)     .13     .10     .01    (.06)
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                   .13     .41    .39     .30     .32       .09      .37     .35     .25     .03
------------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income              (.27)   (.29)  (.29)   (.29)   (.30)     (.23)    (.25)   (.25)   (.24)   (.09)
Distributions from realized gains                --      --     --       (.01)  --        --       --      --       (.01)  --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions                               (.27)   (.29)  (.29)   (.30)   (.30)     (.23)    (.25)   (.25)   (.25)   (.09)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $5.36   $5.50  $5.38   $5.28   $5.28     $5.36    $5.50   $5.38   $5.28   $5.28
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)            $69     $67    $67     $72     $73        $8       $5      $4      $2      $1
------------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily net assets(d)   .88%    .83%   .83%    .85%    .71%     1.63%    1.59%   1.59%   1.59%   1.66%(c)
------------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
   to average daily net assets                    5.02%   5.22%  5.46%   5.35%   5.65%     4.27%    4.47%   4.74%   4.63%   4.58%(c)
------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate
   (excluding short-term securities)                 5%     10%     9%     24%     45%        5%      10%      9%     24%     45%
------------------------------------------------------------------------------------------------------------------------------------
Total return(e)                                   2.50%   7.79%  7.43%   5.76%   6.23%     1.75%    6.98%   6.62%   4.96%    .60%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.

(b)  Inception date was March 20, 1995.

(c)  Adjusted to an annual basis.

(d)  Effective fiscal year 1996, expense ratio is based on total expenses of the
     Fund before reduction of earnings credits on cash balances.

(e)  Total return does not reflect payment of a sales charge.

<PAGE>

INVESTMENTS IN SECURITIES

AXP CALIFORNIA TAX-EXEMPT FUND
JUNE 30, 1999

(Percentages represent value of investments compared to net assets)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (99.0%)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
ABAG Financial Authority for Nonprofit Corporations
    Certificate of Participation International School
    Series 1996
       05-01-26                                                   7.38%        $2,200,000             $2,306,656
Anaheim Public Finance Authority
    Capital Appreciation Improvement Revenue Bonds
    Zero Coupon Series 1997C (FSA Insured)
       09-01-25                                                   5.61          2,170,000(e)             504,026
Anaheim Public Finance Authority
    Revenue Bonds Electric Utilities
    San Juan Series 2 (FGIC Insured)
       10-01-22                                                   5.75         11,100,000             11,389,154
Brea Redevelopment Agency Tax Allocation Refunding Bonds
    Redevelopment Project AB (MBIA Insured)
       08-01-17                                                   5.50          1,800,000              1,813,770
Burbank Redevelopment Agency Tax Allocation Bonds
    Golden State Series 1993A
       12-01-23                                                   6.00          2,000,000              2,058,800
Calleguas-Las Virgines Public Finance Authority
    Refunding Revenue Bonds
    Las Virgines Municipal Water District (FSA Insured)
       11-01-23                                                   5.00          1,000,000                944,810
Chapman College Educational Facilities Authority
    Revenue Bonds Series 1991 B
       01-01-18                                                   7.50            500,000                535,155
Clearlake Redevelopment Agency
    Highlands Park Community Development
    Tax Allocation Bonds Series 1993
       10-01-23                                                   6.40          1,420,000              1,479,839
Community Development Authority Health Facilities
    Unihealth America Certificate of Participation
    Series 1993 Inverse Floater (AMBAC Insured)
       10-01-11                                                   7.93          5,000,000(f)           5,362,499
Contra Costa County Residential Rent Facility
    Multi-family Housing Revenue Bonds Cypress Meadows
    Series 1998E A.M.T.
       09-01-28                                                   7.00          2,000,000              1,894,340
Corona Community Facilities District #90-1
    Special Tax Refunding Bonds Series 1998 A
       09-01-20                                                   4.70          1,905,000              1,711,242
East Bay Municipal Utility District
    Water Systems Revenue Bonds
    (MBIA Insured)
       06-01-28                                                   4.75          2,695,000              2,407,470


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
Eastern Municipal Water District Riverside County
    Water & Sewer Pre-refunded Revenue
    Certificates of Participation Series 1991 (FGIC Insured)
       07-01-20                                                   6.50%        $3,000,000             $3,205,020
Eastern Municipal Water District Riverside County
    Water & Sewer Revenue Certificates of Participation
    Series 1991
       07-01-23                                                   6.00          1,000,000              1,057,800
El Centro Financial Authority Water & Wastewater
    Revenue Bonds Series 1997A (AMBAC Insured)
       10-01-27                                                   5.13          1,200,000              1,147,332
Encinitas Unified School District
    Unlimited General Obligation Bonds
    Zero Coupon Series 1996 (MBIA Insured)
       08-01-15                                                   5.85          2,500,000(e)           1,055,975
       08-01-16                                                   5.85          1,000,000(e)             397,700
Fontana Redevelopment Agency
    Refunding Certificate of Participation
    Police Facility Series 1993
       04-01-16                                                   5.63          4,500,000              4,560,165
Fontana Unified School District
    San Bernardino County General Obligation
    Convertible Capital Appreciation Bonds
    Series 1995C (FGIC Insured)
       05-01-20                                                   6.15          3,470,000              3,704,503
Fontana Unified School District
    Unlimited Tax General Obligation Bonds
    Zero Coupon Series D (FGIC Insured)
       05-01-00                                                   6.28          2,000,000(g)           1,981,640
Foothill/Eastern Transportation Corridor Agency
    Toll Road Senior Lien Revenue Bonds Series 1995A
       01-01-34                                                   6.00          1,775,000              1,873,104
Garden Grove Agency Community Development
    Tax Allocation Refunding Bonds
    Garden Grove Community
       10-01-23                                                   5.88          3,000,000              3,039,570
Garden Grove Certificates of Participation
    Bahia Village/Emerald Isle
    (FSA Insured)
       08-01-23                                                   5.70          2,660,000              2,717,376
Hemet Redevelopment Agency Tax Allocation
    Bonds Series 1999A (AMBAC Insured)
       09-15-28                                                   4.75          2,390,000              2,133,888
Huntington Beach Certificate of Participation Revenue Bonds
    Civic Center Refinancing (AMBAC Insured)
       08-01-16                                                   5.50          1,715,000              1,725,496
Inglewood Redevelopment Agency Revenue Bonds
    Series 1998A (AMBAC Insured)
       05-01-23                                                   5.25          1,100,000              1,082,290
Intercommunity Hospital Finance Authority
    Certificate of Participation (ACA Insured)
       11-01-19                                                   5.25          4,000,000              3,840,360


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
Irwindale Redevelopment Agency Sub Lien
    Tax Allocation Bonds Series 1996
       12-01-19                                                   7.00%        $1,700,000             $1,835,286
Janesville Union School District
    Lassen County General Obligation Bonds
    Series 1996
       08-01-21                                                   6.45            870,000(d)             906,949
La Mirada Redevelopment Agency Special Tax
    Refunding Revenue Bonds Community Facilities
    District #89-1 Series 1998
       10-01-20                                                   5.70          1,000,000                963,430
Lake Elsinore Public Finance Authority
    Local Agency Revenue Bonds Series 1997F
       09-01-20                                                   7.10          3,000,000              3,176,940
Lake Elsinore Public Finance Authority
    Tax Allocation Revenue Bonds Series 1999A
       09-01-30                                                   5.50          2,500,000              2,364,750
Lake Elsinore Redevelopment Agency
    Community Facilities District #90
    Tuscany Hills Public Improvements
    Special Tax Parity Bonds Series 1999A
       10-01-24                                                   6.05          2,000,000              1,956,740
Lake Elsinore School Finance Authority
    Revenue Bonds Series 1997
       09-01-19                                                   6.13          1,235,000              1,276,422
Los Angeles Convention & Exhibition Center
    Pre-refunded Certificate of Participation
    Series 1989A
       08-15-18                                                   7.38          2,900,000              2,957,942
       08-15-20                                                   7.00          5,000,000              5,097,700
Los Angeles County Transportation Commission
    Sales Tax Refunding Revenue Bonds
    Series 1989A
       07-01-15                                                   7.40          2,000,000              2,040,220
Los Angeles County Transportation Commission
    Sales Tax Refunding Revenue Bonds Series A
       07-01-19                                                   7.00          4,150,000              4,233,415
Los Angeles Department of Airports Revenue Bonds
    Los Angeles International Airport Series 1995D
    (FGIC Insured) A.M.T.
       05-15-15                                                   5.50          1,000,000              1,010,110
Los Angeles Department of Water & Power
    Waterworks Refunding Revenue Bonds
    Series 2 (Secondary FGIC Insured)
       05-15-18                                                   4.50          3,000,000              2,666,430
Los Angeles Multi-family Housing Revenue Bonds
    Park Parthenia Series 1986A
    (GNMA Insured) A.M.T.
       01-20-22                                                   7.40          1,000,000              1,022,820
Los Angeles Single Family Home Mortgage Revenue Bonds
Series 1991A (GNMA & FNMA
    Insured) A.M.T.
       06-01-25                                                   6.88            745,000                777,311


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
Los Angeles State Harbor Revenue Bonds
    Escrowed to Maturity
       10-01-18                                                   7.60%        $1,000,000             $1,239,380
Los Angeles State Harbor Revenue Bonds
    Series 1996B (MBIA Insured) A.M.T.
       11-01-19                                                   5.38          2,000,000              1,979,120
       11-01-23                                                   5.38          1,300,000              1,266,330
Los Angeles Wastewater System
    Refunding Revenue Bonds Series D (FGIC Insured)
       11-01-17                                                   4.70          1,000,000                920,190
Los Angeles Water & Power
    Electric Plant Revenue Bonds Series 1990
       05-15-30                                                   7.13          6,500,000              6,816,159
Millbrae Residential Facility Revenue Bonds
    Magnolia of Millbrae Series 1997A A.M.T.
       09-01-27                                                   7.38          2,500,000              2,628,875
Modesto Irrigation District Finance Authority
    Refunding Revenue Bonds Domestic Water
    Series 1998D (AMBAC Insured)
       09-01-22                                                   4.75          2,000,000              1,807,140
Mount Diablo Hospital District Hospital
    Pre-refunded Revenue Bonds
    Series 1990A (AMBAC Insured)
       12-01-17                                                   7.00          3,000,000              3,195,570
North City West Community School Facility
    Authority Special Tax Refunding Revenue Bonds
    Series 1995B (CGIC Insured)
       09-01-15                                                   5.75          1,000,000              1,046,310
Northern California Transmission Agency
    California-Oregon Transmission
    Pre-refunded Revenue Bonds
    Series 1990A (MBIA Insured)
       05-01-24                                                   7.00          2,000,000              2,090,400
Northern California Transmission Select Auction
    Variable Rate Security & Residual Interest
    Revenue Bonds Inverse Floater (MBIA Insured)
       04-29-24                                                   5.50          4,500,000(f)           4,504,050
Novato Community Facility District #1 Vintage Oaks
    Public Improvement Special Tax Refunding Bonds
       08-01-21                                                   7.25          2,000,000              2,137,200
Orange County Special Tax Community Facilities Bonds
    Aliso Veijo District 88-1 Series 1992A
       08-15-18                                                   7.35          3,000,000              3,334,980
Oxnard Certificates of Participation
    Series 1999 (AMBAC Insured)
       06-01-28                                                   4.75          1,250,000              1,116,638
Pittsburg Infrastructure Finance Authority
    Reassessment Revenue Improvement Bonds
    Series 1998A
       09-02-24                                                   5.60          1,465,000              1,396,189
Pleasanton Joint Powers Financing Authority Reassessment
    Revenue Bonds Series 1993A
       09-02-12                                                   6.15          1,765,000              1,860,981


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
Port of Oakland Refunding Revenue Bonds
    Series 1997G (MBIA Insured) A.M.T.
       11-01-25                                                   5.38%        $3,080,000             $3,022,312
Poway Unified School District Special Tax
    Refunding Bonds Community Facilities
    District #1 (MBIA Insured)
       10-01-23                                                   4.75          2,500,000              2,253,425
Rancho Cucamonga Redevelopment Agency
    Allocation Pre-refunded Bonds Series 1990
    (MBIA Insured)
       09-01-19                                                   7.13          3,540,000              3,633,244
Rancho Mirage Joint Powers Finance Authority
    Certificate of Participation Eisenhower Memorial Hospital
       03-01-22                                                   7.00          4,250,000              4,630,418
Redding Redevelopment Agency Tax Allocation
    Refunding Bonds Canby Hilltop Cypress
    Series D (CGIC Insured)
       09-01-23                                                   5.00          4,700,000              4,435,437
Redwood City Elementary School District Capital
    Appreciation General Obligation Bonds
    San Mateo County Zero Coupon
    Series 1997 (FGIC Insured)
       08-01-20                                                   5.65          5,475,000(e)           1,722,545
Richmond Elementary School District
    Lassen County General Obligation Bonds
    Series 1996
       08-01-21                                                   6.50            649,000                688,219
Richmond Joint Powers Financing Authority
    Leases and Gas Tax Refunding Revenue Bonds
    Series 1995A
       05-15-13                                                   5.25          2,000,000              1,982,380
Rural Home Mortgage Financing Authority
    Single Family Mortgage Revenue Bonds 3rd
    Series 1997A (GNMA Insured) A.M.T.
       09-01-29                                                   7.00          1,425,000              1,579,769
Rural Home Mortgage Financing Authority
    Single Family Mortgage Revenue Bonds 4th
    Series 1998B (FNMA/GNMA Insured) A.M.T.
       12-01-29                                                   5.75          1,455,000              1,557,156
Sacramento Cogeneration Authority
    Pre-refunded Revenue Bonds
    Procter & Gamble
       07-01-10                                                   6.38            500,000                556,215
Sacramento Cogeneration Authority
    Unrefunded Revenue Bonds
    Procter & Gamble
       07-01-10                                                   6.38            500,000                547,625
Sacramento County Certificates of Participation
    (AMBAC Insured)
       10-01-17                                                   4.75          1,500,000              1,381,050


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
Sacramento County Certificates of Participation
    Refunding Bonds Public Facilities (AMBAC Insured)
       10-01-27                                                   4.75%        $2,000,000             $1,788,620
Sacramento Municipal Utility District Pre-refunded Bonds
    Series Y (MBIA Insured)
       09-01-19                                                   6.75          3,400,000              3,662,752
Sacramento Power Authority Cogeneration
    Revenue Bonds Campbell Soup Series 1995
       07-01-22                                                   6.00          1,000,000              1,024,430
San Diego Community Facilities District #1
    Special Tax (MBIA Insured)
       09-01-20                                                   4.75          2,000,000              1,815,940
San Diego County Capital Asset Lease
    Certificate of Participation
    Series 1993 Inverse Floater (AMBAC Insured)
       09-01-07                                                   7.47          3,200,000(f)           3,572,000
San Diego County Water Authority
    Revenue Bonds Certificates of Participation
    Series 1998A (FGIC Insured)
       05-01-24                                                   4.50          2,500,000              2,145,300
San Francisco City & County Airport Commission
    International Airport Revenue Bonds Issue 15B
    2nd Series 1998 (MBIA Insured)
       05-01-20                                                   4.90          2,000,000              1,852,120
       05-01-25                                                   4.50          1,500,000              1,290,615
San Joaquin County Certificate of Participation
    Jail & Sheriff's Operation Center (MBIA Insured)
       11-15-15                                                   6.75          2,000,000              2,065,780
San Jose Redevelopment Agency Merged Area
    Redevelopment Tax Allocation Bonds
    Series 1993 (MBIA Insured)
       08-01-24                                                   4.75          3,055,000              2,752,738
San Jose Redevelopment Agency Merged Area
    Redevelopment Tax Allocation Bonds
    Series 1999 (AMBAC Insured)
       08-01-23                                                   4.75          1,000,000                898,040
San Jose Redevelopment Agency Merged Area
    Tax Allocation Bonds Series 1993 Inverse Floater
    (MBIA Insured)
       08-01-14                                                   7.41          3,000,000(f)           3,108,750
San Rafael Redevelopment Agency Tax Allocation
    Capital Appreciation Bonds Zero Coupon
    (AMBAC Insured)
       12-01-18                                                   5.58          1,440,000(e)             496,411
       12-01-19                                                   5.58          1,440,000(e)             468,058
       12-01-20                                                   5.60          1,440,000(e)             441,158
       12-01-21                                                   5.60          1,440,000(e)             414,994
       12-01-22                                                   5.60          2,070,000(e)             563,330
San Ysidro School District General Obligation Bonds
    San Diego County Series 1997 (AMBAC Insured)
       08-01-21                                                   6.13          1,000,000              1,087,540


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
Santa Clara County Mountain View
    Los Altos Union High School District Unlimited Tax
    General Obligation Bonds Series A
       08-01-15                                                   5.75%        $1,200,000             $1,257,576
Santa Cruz Certificate of Participation
       08-01-07                                                   8.38          1,140,000              1,161,113
Santa Monica-Malibu Unified School District
    Capital Appreciation General Obligation Bonds
    Los Angeles County Zero Coupon Series 1999
    (FGIC Insured)
       08-01-22                                                   5.38          7,300,000(e)           2,042,978
Santa Nella County Water District Improvement
    Limited Obligation Refunding Improvement Bonds
    Series 1998
       09-02-28                                                   6.25          2,500,000              2,405,825
Sierra Madre Finance Authority Water & Sewer
    Refunding Revenue Bonds Series 1998A (MBIA Insured)
       11-01-18                                                   5.00          2,010,000              1,932,756
South Tahoe Joint Powers Financing Authority
    Refunding Revenue Bonds Series 1995B
       10-01-20                                                   6.25          2,700,000              2,808,999
South Whittier Elementary School District
    Unlimited Tax General Obligation Capital
    Appreciation Bonds Zero Coupon
    Series 1998A (FGIC Insured)
       08-01-15                                                   5.15            300,000(e)             126,717
       08-01-16                                                   5.15            500,000(e)             198,850
Southern California Home Financing Authority
    Single Family Mortgage Revenue Bonds 1990B
    (GNMA Insured) A.M.T.
       03-01-24                                                   7.75            400,000                414,840
Southern California Metropolitan Water District
    Waterworks Revenue Bonds Series 1998A
       07-01-22                                                   4.75          3,750,000              3,399,038
Southern California Public Power Authority Transmission
    Special Bonds
       07-01-12                                                   6.00          2,700,000              2,852,334
State Department Water Resource
    Water Systems Revenue Bonds Center Valley
    Series 1995O
       12-01-18                                                   4.75          2,000,000              1,844,720
State Department Water Resource
    Water Systems Revenue Bonds Central Valley
    Series L
       12-01-23                                                   5.50          3,000,000              2,999,850
State Education Facility Authority
    Revenue Bonds Pomona College
       02-15-17                                                   6.00          3,000,000              3,141,330
State Education Facility Authority
    Revenue Bonds Series 1997B
       04-01-21                                                   6.30          1,000,000              1,049,650


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
State Health Facility Finance Authority
    Pre-refunded Revenue Bonds
    St. Joseph Health System Series 1989A
       07-01-14                                                   6.90%        $3,500,000             $3,570,315
State Pollution Control Finance Authority Pollution Control
    Revenue Bonds Southern California Edison
    Series 1988A A.M.T.
       09-01-06                                                   6.90          2,000,000              2,048,640
State Public Works Board California Community
    Colleges Lease Pre-refunded Revenue Bonds
    Series 1994B
       03-01-19                                                   7.00          2,000,000              2,259,800
State Public Works Board Lease Revenue Bonds
    Department of Correction Substance Abuse Treatment
    Facility & State Prison at Corcoran Series 1996A
    (AMBAC Insured)
       01-01-21                                                   5.25          1,870,000              1,839,239
State Public Works Board University of California Lease
    Pre-refunded Revenue Bonds Series 1990A
       09-01-15                                                   7.00          2,250,000              2,384,550
State University Refunding Revenue Bonds
    Series C (AMBAC Insured)
       09-01-23                                                   5.00          2,000,000              1,890,000
State Unlimited Tax General Obligation Bonds
    (Secondary FGIC Insured)
       09-01-23                                                   4.75          1,325,000              1,199,470
State Unlimited Tax General Obligation Refunding Bonds
       02-01-21                                                   5.00          3,000,000              2,829,750
State Unlimited Tax General Obligation Refunding Bonds
    (MBIA Insured)
       10-01-28                                                   4.50          6,250,000              5,273,749
Statewide Communities Services Authority
    Water & Wastewater Revenue Bonds
    Pooled Financing Program Series 1999A (FSA Insured)
       10-01-25                                                   5.00          1,000,000                942,790
Statewide Community Development Authority
    Certificate of Participation San Diego State University
    Student Residence Series 1998A (MBIA Insured)
       06-01-20                                                   5.00          1,500,000              1,423,470
Statewide Community Development Authority
    Revenue Certificate of Participation
    St. Joseph Health System Group
       07-01-15                                                   6.50          5,500,000              6,117,814
Stockton Single Family Mortgage Revenue Bonds
    Series 1990A (GNMA Insured) A.M.T.
       02-01-23                                                   7.50             90,000                 96,777
University of Southern California Educational
    Facilities Authority Pre-refunded Revenue Bonds
    Series 1989B
       10-01-15                                                   6.75          5,000,000              5,136,249
Upland Certificate of Participation Water System
    Refunding Bonds (FGIC Insured)
       08-01-16                                                   6.60          1,000,000              1,070,070


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                               COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                                RATE            AMOUNT
<S>                                                              <C>           <C>                    <C>
West Sacramento Financing Authority
    Special Tax Revenue Bonds Series 1999F
       09-01-29                                                   6.10%        $3,000,000             $2,864,700
West Sacramento Redevelopment Agency
    Tax Allocation Bonds (MBIA Insured)
       09-01-20                                                   4.75          2,780,000              2,546,925

-----------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost: $249,933,404)                                                                      $264,125,212
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
 MUNICIPAL NOTE (0.4%)
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>

ISSUER(b,c,h)                                        EFFECTIVE          AMOUNT                VALUE(a)
                                                       YIELD          PAYABLE AT
                                                                       MATURITY
<S>                                                     <C>          <C>                  <C>
State Health Facilities Finance Authority
    Revenue Bonds Sutter Health V.R.
    Series 1990B (AMBAC Insured)
       03-01-20                                         2.90%        $1,000,000             $1,000,000
-----------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL NOTE
(Cost: $1,000,000)                                                                          $1,000,000
-----------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(Cost: $250,933,404)(i)                                                                   $265,125,212
=============================================================================================================================
</TABLE>


                           See accompanying notes to investments in securities.

<PAGE>

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

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

(b) The following abbreviations may be used in portfolio descriptions to
identify the insurer of the issue:

ACA       --    ACA Financial Guaranty Corporation
AMBAC     --    American Municipal Bond Association Corporation
BIG       --    Bond Investors Guarantee
CGIC      --    Capital Guaranty Insurance Company
FGIC      --    Financial Guarantee Insurance Corporation
FHA       --    Federal Housing Authority
FNMA      --    Federal National Mortgage Association
FSA       --    Financial Security Assurance
GNMA      --    Government National Mortgage Association
MBIA      --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --    Alternative Minimum Tax -- As of June 30, 1999, the value of
                securities subject to alternative minimum tax represented 7.23%
                of net assets.
B.A.N.    --    Bond Anticipation Note
C.P.      --    Commercial Paper
R.A.N.    --    Revenue Anticipation Note
T.A.N.    --    Tax Anticipation Note
T.R.A.N.  --    Tax & Revenue Anticipation Note
V.R.      --    Variable Rate
V.R.D.B.  --    Variable Rate Demand Bond
V.R.D.N.  --    Variable Rate Demand Note

(d) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):
<TABLE>
<CAPTION>

Type of security                     Notional amount
-------------------------------------------------------------------------------
PURCHASE CONTRACTS
<S>                                  <C>
Municipal Bonds, Sept. 1999          $7,000,000
</TABLE>

(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(f) Inverse floaters represent securities that pay interest at a rate that
increases (decreases) in the same magnitude as, or in a multiple of, a decline
(increase) in market short-term rates. Interest rate disclosed is the rate in
effect on June 30, 1999. Inverse floaters in the aggregate represent 6.20% of
the Fund's net assets as of June 30, 1999.

<PAGE>

(g) For those zero coupon bonds that become coupon paying at a future date, the
interest rate disclosed represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(h) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parantheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies to
reflect current market conditions; rate shown is the effective rate on June 30,
1999.

(i) At June 30, 1999, the cost of securities for federal income tax purposes was
$250,959,654 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:
<TABLE>

<S>                                           <C>
Unrealized appreciation                       $16,476,856
Unrealized depreciation                       (2,311,298)
------------------------------------------------------------------------------
Net unrealized appreciation                   $14,165,558
------------------------------------------------------------------------------
</TABLE>

<PAGE>

INVESTMENTS IN SECURITIES

AXP MASSACHUSETTS TAX-EXEMPT FUND
JUNE 30, 1999

(Percentages represent value of investments compared to net assets)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (98.7%)
-------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Bay Transportation Authority
    General Transportation System
    Refunding Bonds Series 1992B
       03-01-16                                         6.20%        $1,500,000             $1,655,115
Bay Transportation Authority
    Pre-refunded Revenue Bonds
    Series 1992B (FSA Insured)
       03-01-21                                         5.50             15,000                 15,585
Bay Transportation Authority
    Unrefunded Revenue Bonds
    Series 1992B (FSA Insured)
       03-01-21                                         5.50            485,000                484,350
Boston City Hospital Pre-refunded Revenue Bonds
    Series A (FHA Insured)
       02-15-21                                         7.63          1,000,000              1,061,620
Boston City Hospital Refunding Revenue Bonds
    Series B (FHA Insured)
       02-15-23                                         5.75          3,000,000              3,032,189
Boston General Obligation Bonds
    Series 1991A (MBIA Insured)
       07-01-11                                         6.75            500,000                535,350
Boston General Obligation Refunding Bonds
    Series 1993A (AMBAC Insured)
       02-01-09                                         5.65          1,500,000              1,562,805
Boston Industrial Development Financing Authority
    Revenue Bonds Massachusetts College of Pharmacy
    Series 1993A (Connie Lee Insured)
       10-01-26                                         5.25          1,000,000                956,660
Boston Water & Sewer Commission
    General Pre-refunded Revenue Bonds
    Senior Series 1991A (FGIC Insured)
       11-01-18                                         7.00          1,000,000(e)           1,084,200
Boston Water & Sewer Commission
    General Revenue Bonds
    Series 1998D (FGIC Insured)
       11-01-22                                         4.75          1,000,000                898,370
Commonwealth General Obligation Consolidated Loan
    Pre-refunded Bonds
    Series 1990A (FGIC Insured)
       03-01-09                                         7.25            500,000                522,595
Haverhill City Unlimited Tax General Obligation Bonds
    Series 1997 (FGIC Insured)
       06-15-17                                         5.00          1,000,000                957,680
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Health & Educational Facilities Authority
    Pre-refunded Bonds Northeastern University
    Series 1989C (AMBAC Insured)
       10-01-06                                         7.10%        $1,000,000             $1,028,570
Health & Educational Facilities Authority
    Pre-refunded Bonds Northeastern University
    Series E (MBIA Insured)
       10-01-22                                         6.55          1,000,000              1,075,760
Health & Educational Facilities Authority
    Pre-refunded Revenue Bonds
    Stonehill College Series 1990D (AMBAC Insured)
       07-01-20                                         7.70          1,000,000              1,060,860
Health & Educational Facilities Authority
    Pre-refunded Revenue Bonds
    Wentworth Institute of Technology
    Series A (AMBAC Insured)
       04-01-10                                         7.40            750,000                786,968
Health & Educational Facilities Authority
    Refunding Revenue Bonds
    Beth Israel Hospital Series 1989E
       07-01-09                                         7.00            300,000                306,363
       07-01-14                                         7.00            250,000                255,218
Health & Educational Facilities Authority
    Revenue Bonds Berkshire Health Systems
    Series C
       10-01-11                                         5.90          1,000,000              1,010,980
Health & Educational Facilities Authority
    Revenue Bonds Brigham & Women's Hospital
    Series 1991D
       07-01-24                                         6.75          1,000,000              1,069,700
Health & Educational Facilities Authority
    Revenue Bonds Cape Cod Health System
    Series 1993A (Connie Lee Insured)
       11-15-21                                         5.25          2,500,000              2,385,925
Health & Educational Facilities Authority
    Revenue Bonds Charlton Memorial Hospital
    Series 1991B
       07-01-13                                         7.25          1,750,000              1,884,418
Health & Educational Facilities Authority
    Revenue Bonds Holyoke Hospital
    Series B
       07-01-15                                         6.50          1,000,000              1,038,070
Health & Educational Facilities Authority
    Revenue Bonds New England Deaconess Hospital
    Series 1992D
       04-01-12                                         6.63          1,000,000              1,078,540
Health & Educational Facilities Authority
    Revenue Bonds Newton Wellesley Hospital
    Series 1991D (MBIA Insured)
       07-01-15                                         7.00          1,000,000              1,074,460
Health & Educational Facilities Authority
    Revenue Bonds South Shore Hospital
    Series 1992D (MBIA Insured)
       07-01-22                                         6.50          1,000,000              1,067,550
</TABLE>



                           See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Health & Educational Facilities Authority
    Revenue Bonds Suffolk University
    Series B (Connie Lee Insured)
       07-01-22                                         6.35%        $2,495,000             $2,649,565
Industrial Finance Agency Assumption College
    Revenue Bonds Series 1996 (Connie Lee Insured)
       07-01-26                                         6.00          1,000,000              1,036,560
Industrial Finance Agency Hampshire College
    Revenue Bonds Series 1997
       10-01-17                                         5.80          1,105,000              1,078,182
Industrial Finance Agency Pollution Control
    Refunding Revenue Bonds Eastern Edison
    Series 1993
       08-01-08                                         5.88          2,000,000              2,023,300
Industrial Finance Agency Resource Recovery
    Revenue Bonds SEMASS Series 1991A
       07-01-15                                         9.00          1,500,000              1,642,440
Industrial Finance Agency Revenue Bonds
    Museum of Science Series 1989 (FSA Insured)
       11-01-09                                         7.30            800,000                826,160
Leominster General Obligation Bonds (MBIA Insured)
       04-01-09                                         7.50          1,000,000              1,050,030
Mansfield General Obligation Bonds (AMBAC Insured)
       11-15-11                                         6.70          1,000,000              1,077,590
Municipal Wholesale Electric Power
    Supply System Pre-refunded Revenue Bonds
    Series 1992B
       07-01-17                                         6.75          1,395,000              1,518,583
Municipal Wholesale Electric Power
    Supply System Refunding Revenue Bonds
    Series 1994B (MBIA Insured)
       07-01-11                                         4.75          1,750,000              1,659,368
Municipal Wholesale Electric Power
    Supply System Revenue Bonds
    Special Parts & Inflows (AMBAC Insured)
       07-01-18                                         5.45          1,600,000              1,586,912
Nantucket General Obligation Bonds
       12-01-11                                         6.80          1,000,000              1,080,400
New Bedford General Obligation Bonds
    Series 1995 (AMBAC Insured)
       10-15-15                                         5.50            700,000                707,364
North Andover General Obligation Bonds (MBIA Insured)
       09-15-08                                         7.35            310,000                331,570
North Andover Unlimited Tax General
    Obligation Municipal Purpose Loan Bonds
    Series 1998 (FGIC Insured)
       01-15-18                                         4.75          1,000,000                916,740
North Attleborough Unlimited General Obligation Bonds
    Series 1997 (AMBAC Insured)
       03-01-17                                         5.25          1,000,000                987,460
Port Authority Revenue Bonds
    Series 1990A (FGIC Insured) A.M.T.
       07-01-20                                         7.50          1,000,000              1,050,930


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Southeastern University Building
Refunding Revenue Bonds
    Series A (AMBAC Insured)
       05-01-16                                         5.75%        $1,250,000             $1,291,250
Southern Berkshire Regional School District
Unlimited Tax
    General Obligation Pre-refunded Bonds
(AMBAC Insured)
       04-15-10                                         7.55          1,000,000              1,052,150
State Development Finance Agency
    Private School Revenue Bonds
    Series 1998
       11-01-18                                         5.88            500,000                481,790
State Development Finance Agency
    Revenue Bonds 1st Mortgage
    Berkshire Retirement Community
    Lennox Series 1999
       07-01-29                                         5.63          1,500,000              1,416,195
State Development Finance Agency
    Revenue Bonds Boston University
    Series 1999P
       05-15-29                                         6.00          1,500,000              1,572,990
State Development Finance Agency
Revenue Bonds Landmark School
    Series 1999 (Asset Guaranty)
       06-01-29                                         5.25          1,000,000                952,210
State Development Finance Agency
    Revenue Bonds Suffolk University
    Series 1999
       07-01-29                                         5.85          1,000,000                993,000
State Development Finance Authority
    Revenue Bonds Boston Biomedical
    Research Institute
       02-01-29                                         5.75          1,000,000                957,530
State Education Loan Authority
    Educational Loan Revenue Bonds Issue E Series B
    (AMBAC Insured) A.M.T.
       01-01-12                                         6.00            815,000                848,977
State General Obligation Consolidated Loan Bonds
    Series 1991A (FGIC Insured)
       06-01-11                                         6.00          1,095,000              1,134,891
State Health & Education Facilities Authority
    College Revenue Bonds Brandeis University
    Series 1998I (MBIA Insured)
       10-01-28                                         4.75          1,000,000                887,470
State Health & Education Facilities Authority
    Hospital Revenue Bonds Harvard Pilgrim Health
    Series 1998A (FSA Insured)
       07-01-22                                         4.75          1,000,000                893,190
State Health & Education Facilities Authority
    Hospital Revenue Bonds Milford-Whitinsville
    Regional Hospital Series 1998C
       07-15-28                                         5.38          1,065,000                976,680
State Health & Education Facilities Authority
    Pre-refunded Revenue Bonds Boston College
    Series 1991J (FGIC Insured)
       07-01-21                                         6.63          1,940,000              2,068,661


                            See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
State Health & Education Facilities Authority
    Pre-refunded Revenue Bonds Melrose-Wakefield
    Hospital Series 1992B
       07-01-16                                         6.38%        $1,000,000             $1,076,940
State Health & Education Facilities Authority
    Refunding Revenue Bonds Caritas Christi
    Obligated Group Series 1999A
       07-01-15                                         5.70          1,000,000                976,440
State Health & Education Facilities Authority
    Revenue Bonds Boston College Series L
       06-01-31                                         4.75          2,000,000              1,735,140
State Health & Education Facilities Authority
    Revenue Bonds North Adams Regional Hospital
    Series C
       07-01-18                                         6.63          1,000,000              1,055,080
State Health & Education Facilities Authority
    Revenue Bonds South Shore Hospital
    Series 1999F
       07-01-29                                         5.75          1,000,000                994,340
State Health & Education Facilities Authority
    Revenue Bonds Southcoast Health System
    Series 1998A (MBIA Insured)
       07-01-27                                         4.75          1,000,000                879,260
State Health & Education Facilities Authority
    Revenue Bonds Valley Regional Health System
    Series 1994C (Connie Lee Insured)
       07-01-18                                         5.75          1,000,000              1,017,270
State Health & Education Facilities Authority
    Revenue Bonds Vinfen Corporation
    Series 1998A (ACA Insured)
       11-15-28                                         5.30            500,000                467,565
State Health & Education Facilities Authority
    Unrefunded Revenue Bonds Boston College
    Series 1991J (FGIC Insured)
       07-01-21                                         6.63             60,000                 63,674
State Housing Authority Residential
    Development Bonds Series 1992A (FNMA Insured)
       11-15-11                                         6.88          1,000,000              1,074,720
State Industrial Finance Agency Assisted Living
    Facility Revenue Bonds Marina Bay LLC
    Series 1997 A.M.T.
       12-01-27                                         7.50          1,000,000              1,065,530
State Industrial Finance Agency Assisted Living
    Facility Revenue Bonds Newton Group Properties LLC
    Series 1997 A.M.T.
       09-01-27                                         8.00          1,160,000              1,276,162
State Industrial Finance Agency College Revenue
    Bonds Tufts University Series 1998H (MBIA Insured)
       02-15-28                                         4.75          1,000,000                888,490
State Industrial Finance Agency Miscellaneous
    Revenue Bonds Cambridge Friends School
    Series 1998
       09-01-28                                         5.80            700,000                677,019


                           See accompanying notes to investments in securities.


<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
State Industrial Finance Agency School Bonds
    St. John's High School of Worcester County
    Series 1998
       06-01-28                                         5.35%          $500,000               $462,035
State Turnpike Authority Metro Highway System
    Senior Lien Revenue Bonds Toll Road
    Series 1997A (MBIA Insured)
       01-01-37                                         5.00          2,000,000              1,818,500
State Water Resource Authority Revenue Bonds
    Series 1992A (Secondary MBIA Insured)
       07-15-22                                         5.50          1,100,000              1,140,095
University of Massachusetts Building Authority
    Revenue Bonds Escrowed to Maturity
       05-01-11                                         7.50            105,000                120,464
Water Resource Authority General
    Pre-refunded Revenue Bonds Series 1990A
       04-01-14                                         7.63            500,000                525,475
Water Resource Authority General
    Pre-refunded Revenue Bonds Series 1991A
       12-01-19                                         6.50          1,000,000              1,075,000
Water Resource Authority General
    Revenue Bonds Series B (MBIA Insured)
       03-01-22                                         5.00          1,365,000              1,278,759
Worcester General Obligation Refunding Bonds
    Series 1995G (MBIA Insured)
       07-01-15                                         5.30          1,000,000                999,570
Worcester Unlimited Tax General
    Obligation Bonds Series 1998A (FSA Insured)
       07-01-17                                         4.90          1,000,000                936,320
----------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost: $82,669,770)                                                                        $86,243,887
----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL NOTE (1.5%)
----------------------------------------------------------------------------------------------------------------
ISSUER(c,d)                                        EFFECTIVE            AMOUNT                VALUE(a)
                                                     YIELD            PAYABLE AT
                                                                       MATURITY
<S>                                                     <C>          <C>                    <C>
State Health & Education Facility
    Capital Asset V.R.
       01-01-35                                         3.35%        $1,300,000             $1,300,000
------------------------------------------------------------------------------------------------------------------

TOTAL MUNICIPAL NOTE
(Cost: $1,300,000)                                                                          $1,300,000
------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS IN SECURITIES
(Cost: $83,969,770)(f)                                                                     $87,543,887
------------------------------------------------------------------------------------------------------------------
</TABLE>


                           See accompanying notes to investments in securities.

<PAGE>

--------------------------------------------------------------------------------
 NOTES TO INVESTMENTS IN SECURITIES
--------------------------------------------------------------------------------
(a) Securities are valued by procedures described in Note 1 to the financial
statements.

(b) The following abbreviations may be used in portfolio descriptions to
identify the insurer of the issue:

ACA       --     ACA Financial Guaranty Corporation
AMBAC     --     American Municipal Bond Association Corporation
BIG       --     Bond Investors Guarantee
CGIC      --     Capital Guaranty Insurance Company
FGIC      --     Financial Guarantee Insurance Corporation
FHA       --     Federal Housing Authority
FNMA      --     Federal National Mortgage Association
FSA       --     Financial Security Assurance
GNMA      --     Government National Mortgage Association
MBIA      --     Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --     Alternative Minimum Tax -- As of June 30, 1999, the value of
                 securities subject to alternative minimum tax represented 4.86%
                 of net assets.
B.A.N.    --     Bond Anticipation Note
C.P.      --     Commercial Paper
R.A.N.    --     Revenue Anticipation Note
T.A.N.    --     Tax Anticipation Note
T.R.A.N.  --     Tax & Revenue Anticipation Note
V.R.      --     Variable Rate
V.R.D.B.  --     Variable Rate Demand Bond
V.R.D.N.  --     Variable Rate Demand Note

(d) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies to
reflect current market conditions; rate shown is the effective rate on June 30,
1999.

(e) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):
<TABLE>
<CAPTION>

Type of security                                  Notional amount
------------------------------------------------------------------------
PURCHASE CONTRACTS
<S>                                              <C>
Municipal Bonds, Sept. 1999                      $5,500,000
</TABLE>

(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$83,969,770 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:
<TABLE>
<S>                                            <C>
Unrealized appreciation                        $4,458,677
Unrealized depreciation                          (884,560)
-------------------------------------------------------------------
Net unrealized appreciation                    $3,574,117
-------------------------------------------------------------------
</TABLE>

<PAGE>

INVESTMENTS IN SECURITIES
AXP MICHIGAN TAX-EXEMPT FUND
JUNE 30, 1999

(Percentages represent value of investments compared to net assets)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (98.4%)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                   COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT

<S>                                                    <C>           <C>                    <C>
Anchor Bay School District Unlimited Tax General
    Obligation Refunding Bonds (FGIC Insured)
       05-01-26                                         4.75%        $1,870,000             $1,667,124
Auburn Hills Limited Tax General Obligation
    Street Improvement Bonds
       05-01-04                                         6.00            200,000(e)             204,546
Battle Creek Calhoun County Downtown
    Development Authority Pre-refunded Bonds
    Series 1994
       05-01-22                                         7.65          1,250,000              1,431,225
Belding Area Schools Unlimited Tax General
    Obligation Refunding Bonds Series 1998
    (AMBAC Insured)
       05-01-26                                         5.00          1,000,000                934,190
Buena Vista School District Saginaw County
    School Building & Site Unlimited Tax
    General Obligation Pre-refunded Bonds
    Series 1991
       05-01-16                                         7.20          1,500,000              1,611,135
Central Michigan University Revenue Bonds
    Series 1997 (FGIC Insured)
       10-01-26                                         5.50            750,000                792,278
Central Michigan University Revenue Bonds
    Series 1998 (FGIC Insured)
       10-01-27                                         5.00          1,000,000                932,700
Chippewa County Hospital Financial Authority
    Hospital Refunding Revenue Bonds
    Chippewa County War Memorial Hospital
    Series 1997B
       11-01-14                                         5.63            500,000                487,185
Chippewa Valley School District Unlimited Tax
    General Obligation Bonds (FGIC Insured)
       05-01-21                                         5.00          1,000,000                940,450
Concord Academy Certificate of Participation
    Series 1998
       10-01-19                                         7.00          1,000,000                959,210
Detroit Downtown Development Authority
    Development Area Project #1 Junior Lien
    Tax Increment Refunding Bonds Series 1996D
       07-01-25                                         6.50          1,000,000              1,116,980
Detroit Sewer Disposal Revenue Bonds (FGIC Insured)
       07-01-23                                         5.70          2,000,000              2,098,444
Detroit Unlimited Tax General Obligation Bonds
    Series 1995A
       04-01-15                                         6.80          1,000,000(e)           1,119,850
Detroit Unlimited Tax General Obligation
    Bonds Series 1999A (FSA Insured)
       04-01-19                                         5.00          1,000,000                941,280


                            See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Detroit Water Supply System Second Lien
    Revenue Bonds Series 1995A (MBIA Insured)
       07-01-25                                         5.50%        $1,500,000             $1,495,875
East Lansing School District School Building & Site
    Unlimited Tax General Obligation
    Pre-refunded Bonds Series 1991
       05-01-14                                         6.63          1,000,000              1,063,210
Eaton Rapids Public Schools Unlimited Tax
    General Obligation Refunding Bonds (MBIA Insured)
    Series 1999
       05-01-25                                         4.75          1,000,000                893,340
Farmington Hills Hospital Finance Authority
    Revenue Bonds Botsford General Hospital
    Series 1992A (MBIA Insured)
       02-15-22                                         6.50          1,500,000              1,610,745
Ferris State University Board of Trustees
    General Refunding Revenue Bonds
    Series 1995 (MBIA Insured)
       10-01-20                                         5.25          1,000,000                970,020
Forest Hills School District Unlimited Tax
    General Obligation Pre-refunded Bonds
       05-01-15                                         7.38          1,000,000              1,041,620
Fowlerville Community Schools Unlimited Tax
    General Obligation Refunding Bonds (FSA Insured)
    Series 1999
       05-01-26                                         4.75          1,000,000                891,510
Garden City Hospital Finance Authority
    Hospital Revenue Bonds Series 1998
       09-01-17                                         5.75          1,000,000                940,880
Genesee County General Obligation Bonds
    Sewer Disposal System Series A (AMBAC Insured)
       04-01-15                                         5.40          1,400,000              1,408,022
Gogebic County Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Grandview Health System Series 1999
       10-01-16                                         5.88          1,000,000                959,620
Grand Ledge Public Schools Unlimited Tax General
    Obligation Refunding Bonds Eaton,
    Clinton & Ionia Counties
    Series 1995 (MBIA Insured)
       05-01-24                                         5.38          2,000,000              1,968,859
Grand Rapids Community College Limited Tax
    General Obligation Bonds Series 1996
    (MBIA Insured)
       05-01-19                                         5.38          1,000,000                993,290
Grand Rapids Sanitary Sewer System Refunding
    Revenue Bonds Series 1998A (FGIC Insured)
       01-01-28                                         4.75          1,000,000                892,680
Grand Rapids Tax Increment Revenue Bonds
    Series 1994 (MBIA Insured)
       06-01-24                                         6.88            380,000                420,364
Grand Rapids Water Supply System Improvement
    Pre-refunded Revenue Bonds Series 1990
    (FGIC Insured)
       01-01-20                                         7.25          1,000,000              1,039,050


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                            COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                             RATE               AMOUNT
<S>                                                               <C>          <C>                    <C>
Holly Area School District Unlimited Tax
    General Obligation Refunding Bonds (FGIC Insured)
    Series 1999
       05-01-25                                                   4.75%        $1,000,000               $893,340
Inkster School District Unlimited Tax General Obligation
    Pre-refunded Bonds (AMBAC Insured)
       05-01-18                                                   7.00            450,000                469,805
Iosco County Water Supply System Limited Tax
    General Obligation Bonds (AMBAC Insured)
       05-01-08                                                   5.50            175,000                178,836
       05-01-09                                                   5.50            200,000                204,344
       05-01-10                                                   5.50            200,000                204,296
Kalamazoo Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Bronson Methodist Hospital Series 1998 (MBIA Insured)
       05-15-18                                                   5.25            500,000                481,990
Lake Orion School District General Obligation Bonds
    (AMBAC Insured)
       05-01-20                                                   5.50          1,000,000              1,000,480
Lincoln Park School District Wayne County
    School Building & Site Unlimited Tax
    General Obligation Bonds (FGIC Insured)
       05-01-26                                                   5.90          1,000,000              1,079,110
Monroe County Pollution Control Revenue Bonds
    Detroit Edison Fermi 2 Plants
    Series CC (AMBAC Insured) A.M.T.
       12-01-19                                                   7.50          1,750,000              1,826,615
Monroe County Pollution Control Revenue Bonds
    Detroit Edison Fermi Plants Series
    1990I (FGIC Insured) A.M.T.
       09-01-20                                                   7.65          1,000,000              1,057,000
Northville Public Schools Unlimited Tax
    General Obligation Bonds Series 1991B
       05-01-08                                                   7.00          1,500,000              1,604,670
Ovid-Elsie School District Unlimited Tax
    General Obligation Bonds (Secondary MBIA Insured)
       05-01-21                                                   5.60          1,000,000              1,062,500
Redford General Obligation Bonds (MBIA Insured)
       04-01-16                                                   5.25          1,450,000              1,462,992
Richmond Limited Obligation Refunding Revenue Bonds
    K mart Series A
       01-01-07                                                   6.63            530,000                554,407
Rockford Public Schools Kent County Unlimited Tax
    General Obligation Pre-refunded Revenue Bonds
       05-01-19                                                   7.38          1,000,000              1,040,850
Romulus Township School District Unlimited Tax
    General Obligation Refunding Bonds (FGIC Insured)
       05-01-22                                                   5.75          2,500,000              2,551,874
Schoolcraft Community School District
    Kalamazoo County School Building
    & Site Unlimited General Obligation Bonds
    Series 1996 (FGIC Insured)
       05-01-26                                                   5.38          1,000,000              1,041,760


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                          COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                            RATE               AMOUNT
<S>                                                            <C>          <C>                    <C>
South Lake District Unlimited Tax General Obligation
    Pre-refunded Bonds
       05-01-10                                                6.80%          $355,000               $377,401
South Redford School District Unlimited General
    Obligation Bonds Series 1996 (FGIC Insured)
       05-01-22                                                5.50          1,000,000              1,032,080
State Building Authority Refunding
    Revenue Bonds Series 1991I
       10-01-20                                                6.25          2,200,000              2,315,389
State Hospital Finance Authority
    Hospital Pre-refunded Revenue Bonds
    McLaren Obligated Group Series 1991A
       09-15-21                                                7.50          1,750,000              1,906,239
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Detroit Medical Center Series 1988A
       08-15-12                                                8.13             90,000                 91,688
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Detroit Medical Center Series A
       08-15-13                                                6.25          1,200,000              1,189,908
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Memorial Healthcare Center
    Obligated Group Series 1999
       11-15-21                                                5.88          1,000,000                996,840
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Sinai Hospital of Greater Detroit Series 1995
       01-01-26                                                6.70          1,000,000              1,023,380
State Hospital Finance Authority
    Pre-refunded Revenue Bonds
    Henry Ford Hospital Series 1990A
       07-01-10                                                7.00          1,000,000              1,053,410
State Hospital Finance Authority
    Pre-refunded Revenue Bonds
    Oakwood Hospital Group Series 1990A (FGIC Insured)
       07-01-18                                                7.10          1,000,000              1,054,300
State Hospital Finance Authority
    Refunding Revenue Bonds
    Presbyterian Villages Obligated Group Series 1995
       01-01-25                                                6.50          1,000,000              1,044,420
State Hospital Finance Authority Revenue Bonds
    Central Michigan Community Hospital
       10-01-27                                                6.25          1,000,000              1,029,240
State Hospital Finance Authority Revenue Bonds
    Presbyterian Villages of Michigan
    Obligated Group Series 1997
       01-01-25                                                6.38            700,000                727,013
State Hospital Finance Authority Revenue Bonds
    St. John's Hospital & Medical Center (AMBAC Insured)
       05-15-26                                                5.25          1,400,000              1,337,854


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                      COUPON             PRINCIPAL            VALUE(a)
TITLE OF ISSUE(b,c)                                       RATE               AMOUNT
<S>                                                       <C>          <C>                     <C>
State Public Power Agency Belle River
    Refunding Revenue Bonds Series A
       01-01-18                                           5.25%        $1,000,000               $970,070
State Strategic Fund Limited Tax Obligation Refunding
    Revenue Bonds Detroit Edison
    Series 1990BB (MBIA Insured)
       07-15-08                                           7.00          1,000,000              1,146,380
State Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds Detroit Edison
    Series 1992BB (FGIC Insured)
       02-15-16                                           6.50          1,500,000              1,590,870
State Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds Ford Motor
    Series 1991A
       02-01-06                                           7.10          1,650,000(e)           1,855,986
State Strategic Fund Limited Tax Obligation Refunding
    Revenue Bonds Great Lakes Pulp & Fibre
    Series 1994 A.M.T.
       12-01-27                                           5.00            641,479                449,035
State Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds
    Oxford Institute Escrowed to Maturity
       08-15-05                                           7.88            150,000                165,758
State Strategic Fund Nursing Home
    Revenue Bonds Holland Home Series 1998
       11-15-28                                           5.75          1,000,000                938,130
State Trunk Line Refunding Revenue Bonds
    Series 1998A (MBIA Insured)
       11-01-20                                           4.75          1,000,000                905,250
State Trunk Line Revenue Bonds Series 1994A
    (FGIC Insured)
       11-15-20                                           5.75          1,065,000              1,146,228
State University Revenue Bonds Series A
       08-15-22                                           5.50            560,000                579,757
Summit Academy Certificates of Participation
    Junior High School Facility Series 1999
       09-01-29                                           7.00            695,000                670,446
Summit Academy Certificates of Participation Series 1998
       09-01-18                                           7.00          1,110,000              1,076,878
Troy City Downtown Development Authority
    Oakland County Development Bonds
    Series 1995A (Asset Guaranty)
       11-01-18                                           6.38          1,500,000              1,611,015
Van Buren Township Tax Increment Revenue Bonds
    Series 1994
       10-01-16                                           8.40          1,000,000              1,117,110
Wayne Charter County Airport Revenue Bonds
    Detroit Metropolitan Airport Series 1998A
    (MBIA Insured) A.M.T.
       12-01-28                                           5.00          2,000,000              1,827,820
Wayne Charter County Airport Revenue Bonds
    Detroit Metropolitan Airport Series
    1990A (AMBAC Insured) A.M.T.
       12-01-20                                           7.00          1,080,000              1,139,303


                            See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                   <C>
Wayne State University Revenue Bonds
    University Board of Govenors (FGIC Insured)
       11-15-29                                         5.13%        $1,000,000               $942,060
---------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost: $77,257,899)                                                                        $81,851,809
---------------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL NOTE (0.1%)
ISSUER(c,d)                                        EFFECTIVE            AMOUNT                VALUE(a)
                                                     YIELD            PAYABLE AT
                                                                       MATURITY
<S>                                                     <C>          <C>                   <C>
Regents of the University of Michigan Hospital
    Revenue Bonds V.R. Series A
       12-01-19                                         3.45%          $100,000               $100,000
---------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL NOTE
(Cost: $100,000)                                                                              $100,000
---------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(Cost: $77,357,899)(f)                                                                     $81,951,809
===============================================================================================================
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

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

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

(b) The following abbreviations may be used in portfolio descriptions to
identify the insurer of the issue:

ACA       --     ACA Financial Guaranty Corporation
AMBAC     --     American Municipal Bond Association Corporation
BIG       --     Bond Investors Guarantee
CGIC      --     Capital Guaranty Insurance Company
FGIC      --     Financial Guarantee Insurance Corporation
FHA       --     Federal Housing Authority
FNMA      --     Federal National Mortgage Association
FSA       --     Financial Security Assurance
GNMA      --     Government National Mortgage Association
MBIA      --     Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --     Alternative Minimum Tax -- As of June 30, 1999, the value of
                 securities subject to alternative minimum tax represented 7.57%
                 of net assets.
B.A.N.    --     Bond Anticipation Note
C.P.      --     Commercial Paper
R.A.N.    --     Revenue Anticipation Note
T.A.N.    --     Tax Anticipation Note
T.R.A.N.  --     Tax & Revenue Anticipation Note
V.R.      --     Variable Rate
V.R.D.B.  --     Variable Rate Demand Bond
V.R.D.N.  --     Variable Rate Demand Note

(d) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies to
reflect current market conditions; rate shown is the effective rate on June 30,
1999.

(e) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):
<TABLE>
<CAPTION>

Type of security                                    Notional amount
-------------------------------------------------------------------------------
PURCHASE CONTRACTS
<S>                                                 <C>
Municipal Bonds, Sept. 1999                         $6,000,000
</TABLE>

(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$77,357,899 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:
<TABLE>

<S>                                                   <C>
Unrealized appreciation                               $5,362,724
Unrealized depreciation                                 (768,814)
-----------------------------------------------------------------------------
Net unrealized appreciation                           $4,593,910
-----------------------------------------------------------------------------
</TABLE>

<PAGE>

INVESTMENTS IN SECURITIES
AXP MINNESOTA TAX-EXEMPT FUND
JUNE 30, 1999

(Percentages represent value of investments compared to net assets)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (95.6%)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Albert Lea Independent School District #241
    Unlimited Tax General Obligation Bonds
    Series 1998 (MBIA Insured)
       02-01-16                                         4.80%        $2,555,000             $2,401,112
Anoka County Resource Recovery Revenue Bonds
    Northern States Power Series 1985
       12-01-08                                         7.15          3,750,000              3,860,738
Becker Pollution Control Revenue Bonds Northern
    States Power Sherburne County Generating Station
    Units 1 & 2 Series 1987A
       12-01-05                                         7.25          2,000,000              2,004,940
Becker Solid Waste Disposal Facility Revenue Bonds
    Liberty Paper Series 1994B A.M.T.
       08-01-15                                         9.00          3,825,000              3,915,385
Bemidji Hospital Facilities 1st Mortgage Pre-refunded
    Revenue Bonds North Country Health Services
    Series 1991
       09-01-21                                         7.00          1,755,000              1,889,345
Bloomington Housing & Redevelopment Authority
    Housing Revenue Bonds Senior Summerhouse
    Bloomington
       05-01-35                                         6.13          3,400,000              3,278,076
Brooklyn Center Tax Credit Investor Refunding
    Revenue Bonds Four Courts Apartments
    Series 1995B A.M.T.
       06-01-09                                         7.58          2,450,000              2,481,091
Buffalo Independent School District #877 Unlimited
    Tax General Obligation Refunding Bonds
    (MBIA Insured)
       02-01-18                                         4.80          1,710,000              1,586,333
Burnsville Multi-family Housing Refunding Revenue
    Bonds Summit Park Apartments Series 1993
    (FHA Insured)
       07-01-33                                         6.00          4,000,000              4,109,280
Chaska Multi-family Housing Revenue Bonds West
    Suburban Housing Partners A.M.T.
       09-01-19                                         5.75            175,000                170,503
       03-01-31                                         5.88          2,115,000              2,049,858
Columbia Heights Multi-family Housing Pre-refunded
    Revenue Bonds Crestview Lutheran Home Royce
    Place Series 1991 (FHA Insured)
       06-01-32                                         7.75          2,705,000              2,960,325
Columbia Heights Multi-family Housing Revenue
    Bonds Crestview Lutheran Home Royce Place
    Series 1991
       06-01-32                                        10.00            535,000                611,334
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Duluth Economic Development Authority Health Care
    Facilities Pre-refunded Revenue Bonds Benedictine
    Health System St. Mary's Medical Center
    Series 1990
       02-15-20                                         8.38%        $2,000,000             $2,099,960
Duluth Economic Development Authority Health Care
    Facilities Revenue Bonds BSM Properties
    Series 1998A
       12-01-28                                         5.88            500,000                479,085
Eden Prairie Housing Development Authority
    Refunding Revenue Bonds Eden Commons
    Series 1990 (FHA Insured)
       03-01-25                                         8.25          6,035,000              6,176,521
Eden Prairie Multi-family Housing Refunding
    Revenue Bonds Sterling Ponds Series 1999A A.M.T.
       12-01-29                                         6.25          5,335,000              5,200,131
Eden Prairie Multi-family Housing Refunding
    Revenue Bonds Sterling Ponds Series 1999B A.M.T.
       12-01-29                                         6.25            745,000                726,166
Edina Hospital System Pre-refunded Revenue Bonds
    Fairview Hospital & Health Care Services
    Series 1989(a)
       07-01-19                                         7.13          2,500,000              2,550,250
Edina Multi-family Housing Revenue Bonds Walker
    Assisted Living Series 1991
       09-01-31                                         9.00          6,640,000              7,460,837
Faribault Rice & Goodhue Counties Independent
    School District #656 General Obligation School
    Building Bonds Series 1995 (FSA Insured)
       06-01-15                                         5.75          6,900,000              7,083,609
Faribault Single Family Housing Mortgage Refunding
    Revenue Bonds Series 1991A
       12-01-11                                         7.50            930,000                974,993
Farmington Independent School District #192
    Unlimited Tax General Obligation Capital
    Appreciation School Building Bonds Zero Coupon
    Series 1998B (FSA Insured)
       02-01-15                                         5.30          2,070,000(e)             887,243
Fergus Falls Health Care Facilities Revenue Bonds
    LRHC Long-term Care Facility Series 1995
       12-01-25                                         6.50          1,500,000              1,591,620
Golden Valley Revenue Bonds Covenant Retirement
    Communities Series 1999A
       12-01-29                                         5.50          6,250,000              5,931,938
Harmony Multi-family Housing Refunding
    Revenue Bonds Zedakah Foundation Series 1997A
       09-01-20                                         5.95          1,240,000              1,269,326
Hastings Healthcare Tax-Exempt Nursing Home
    Revenue Bonds Regina Medical Center
    (ACA Insured)
       09-15-28                                         5.30          4,100,000              3,834,525
</TABLE>


                            See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Hennepin County Lease Revenue Certificates of
    Participation Series 1991
       05-15-17                                         6.80%        $7,250,000             $7,695,004
Hopkins Pre-refunded Revenue Bonds Blake School
       09-01-24                                         6.70          3,120,000              3,418,147
Hubbard County Solid Waste Disposal Revenue
    Bonds Potlatch Series 1989 A.M.T.
       08-01-13                                         7.38          5,610,000              5,733,196
International Falls Solid Waste Disposal Revenue
    Bonds Boise Cascade Series 1990 A.M.T.
       01-01-15                                         7.75          4,000,000              4,110,080
Little Canada Multi-family Housing Revenue Bonds
    Housing Alternatives Development Company
    Series 1997(a)
       12-01-27                                         6.25          3,450,000              3,436,131
Little Canada Multi-family Housing Revenue Bonds
    Little Canada Series 1996 A.M.T.
       02-01-27                                         7.00          3,810,000              3,878,694
Mahtomedi Multi-family Housing Revenue Bonds
    Briarcliff A.M.T.
       06-01-36                                         7.35          2,245,000              2,317,311
Maplewood Elder Care Facilities Revenue Bonds Care
    Institute Series 1994
       01-01-24                                         7.75          3,830,000              3,926,210
Maplewood Multi-family Housing Refunding Revenue
    Bonds Carefree Cottages of Maplewood III
    Series 1995 A.M.T.
       11-01-32                                         7.20          2,895,000              2,946,415
Maplewood Multi-family Housing Revenue Bonds
    Cottages Maplewood (FHA Insured) A.M.T.
       07-15-21                                         7.75          1,985,000              2,047,786
Minneapolis & St. Paul Housing & Redevelopment
    Authority Health Care System Revenue Bonds
    Group Health Plan Series 1992
       12-01-13                                         6.75         10,500,000             11,128,529
Minneapolis & St. Paul Housing & Redevelopment
    Authority Health Care System Revenue Bonds
    Healthspan Series 1993A (AMBAC Insured)
       11-15-18                                         4.75         13,500,000(f)          12,422,564
Minneapolis & St. Paul Metropolitan Airports
    Commission Airport Revenue Bonds Series 1998A
    (AMBAC Insured)
       01-01-22                                         5.00          2,500,000              2,383,150
Minneapolis Community Development Agency
    Limited Tax Supported Development General
    Obligation Bonds Common Bond Fund Series 1997A
       06-01-12                                         5.50            250,000                254,198
Minneapolis Community Development Agency
    Limited Tax Supported Development Revenue
    Bonds Common Bond Fund 1st Series 1996
       06-01-11                                         6.00            980,000                999,365
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Minneapolis Community Development Agency
    Limited Tax Supported Development Revenue
    Bonds Common Bond Fund 2nd Series 1998A
    A.M.T.
       06-01-16                                         5.20%          $290,000               $277,104
       06-01-19                                         5.25            500,000                476,245
Minneapolis Community Development Agency
    Limited Tax Supported Development Revenue
    Bonds Common Bond Fund 5th Series 1997
       12-01-27                                         5.70            680,000                687,208
Minneapolis General Obligation Bonds Sports Arena
    Series 1996
       10-01-24                                         5.20          4,940,000              4,851,031
Minneapolis Hospital Facilities Pre-refunded Revenue
    Bonds Lifespan Series 1989A
       12-01-14                                         7.00          5,000,000              5,173,850
Minneapolis Nursing Home Revenue Bonds Walker
    Cityview & Southview Series 1992
       07-01-22                                         8.50          5,280,000              6,007,214
Minneapolis Special School District #1 Certificates of
    Participation Series 1997A (MBIA Insured)
       02-01-17                                         5.38          2,400,000              2,409,528
Minneapolis Special School District #1 Certificates of
    Participation Series 1998A (FGIC Insured)
       02-01-19                                         4.75          2,000,000              1,832,640
Minnetonka Multi-family Housing Refunding
    Revenue Bonds Cedar Hills West (FHA Insured)
       06-01-26                                         7.75          5,370,000              5,514,668
Minnetonka Multi-family Housing Revenue Bonds
    Cedar Hills West Series 1985
       12-01-17                                         7.50            500,000                518,285
Minnetonka Senior Housing Revenue Bonds
    Westridge Senior Housing
       09-01-17                                         6.75            650,000                657,241
       09-01-27                                         7.00            500,000                510,590
Moorhead Economic Development Authority
    Multi-family Housing Development Refunding
    Revenue Bonds Eventide Senior Housing
    Series 1999B
       06-01-19                                         5.90            500,000                486,340
       06-01-29                                         6.00          1,400,000              1,354,626
New Brighton Tax Credit Investor Revenue Bonds
    Polynesian Village Apartments
    Series 1995B A.M.T.
       07-15-09                                         7.75          2,355,000              2,408,835
New Hope Housing & Healthcare Facilities Revenue
    Bonds Minnesota Masonic Home North Ridge
    Series 1999
       03-01-19                                         5.90          2,000,000              1,945,420
       03-01-29                                         5.88          7,000,000              6,655,040
North St. Paul & Maplewood Independent School
    District #622 General Obligation Refunding Bonds
    Series 1996A
       02-01-25                                         5.13          6,310,000              5,986,802


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Northern Minnesota Municipal Power Agency
    Electric System Refunding Revenue Bonds
    Series 1998B (AMBAC Insured)
       01-01-20                                         4.75%        $4,500,000             $4,145,220
Oakdale Multi-family Housing Refunding
    Revenue Bonds Oakdale Village Apartments
    Series 1998 A.M.T.
       11-01-28                                         6.00          3,650,000              3,546,742
Olmsted County Health Care Facilities Refunding
    Revenue Bonds Olmsted Medical Center
       07-01-19                                         5.55          1,125,000              1,032,908
Owatonna Public Utilities Pre-refunded Revenue
    Bonds Series 1991
       01-01-16                                         6.75          1,000,000              1,040,020
Park Rapids Independent School District #309
    Unlimited Tax General Obligation Bonds
    Series 1999 (MBIA Insured)
       02-01-21                                         4.75          3,000,000              2,742,000
Plymouth Multi-family Housing Revenue Bonds
    Harbor Lane Apartments Series 1993
    (Asset Guaranty) A.M.T.
       09-01-13                                         5.90          2,325,000              2,398,633
Richfield Independent School District #280 Unlimited
    Tax General Obligation School Building Bonds
    Series 1993C Inverse Floater (FGIC Insured)
       02-01-10                                         6.33          3,300,000(g)           3,386,625
       02-01-12                                         6.33          2,510,000(g)           2,550,788
Richfield Multi-family Housing Refunding Revenue
    Bonds Village Shores Apartments Series 1996
       08-01-31                                         7.63          2,970,000              3,052,447
Robbinsdale Multi-family Housing Revenue Bonds
    Copperfield Hill Series 1996A
       12-01-31                                         7.35          3,260,000              3,306,096
Rochester Health Care Facilities Revenue Bonds
    Mayo Foundation Series 1992A
       11-15-19                                         4.95          5,000,000              4,625,550
Rochester Multi-family Housing Development
    Revenue Bonds Civic Square Series 1991
    (FHA Insured) A.M.T.
       07-15-31                                         7.45          4,340,000              4,564,161
Rochester Multi-family Housing Development
    Revenue Bonds Wedum Shorewood Campus
       06-01-36                                         6.60          5,000,000              4,918,150
Roseville Housing Facilities Nursing Home
    Refunding Revenue Bonds College Properties
    Series 1998
       10-01-28                                         5.88          5,000,000              4,783,200
Shoreview Senior Housing Revenue Bonds
    Series 1996
       02-01-26                                         7.25          2,700,000              2,728,917


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Southeastern Minnesota Multi-county Housing &
    Redevelopment Authority Winona County Unlimited
    Tax General Obligation Bonds Series 1997
       01-01-28                                         5.35%        $1,170,000             $1,172,867
Southern Minnesota Municipal Power Agency Power
    Supply System Pre-refunded Revenue Bonds
    Series 1992A Escrowed to Maturity
    (Secondary MBIA Insured)
       01-01-18                                         5.75          1,970,000              2,051,834
Southern Minnesota Municipal Power Agency Power
    Supply System Revenue Bonds Zero Coupon
    Series 1994A (MBIA Insured)
       01-01-19                                         6.67         19,500,000(e)           6,678,945
       01-01-22                                         6.88         12,000,000(e)           3,449,160
       01-01-24                                         6.08          5,150,000(e)           1,319,945
Southern Minnesota Municipal Power Agency
    Revenue Bonds (Secondary MBIA Insured)
       01-01-16                                         4.75          9,165,000              8,538,663
Southern Minnesota Municipal Power Agency
    Unrefunded Balance Revenue Bonds Series 1992A
       01-01-18                                         5.75          1,895,000              1,933,431
Spring Park Health Care Facilities Revenue Bonds
    Twin Birch Health Care Center Series 1991
       08-01-11                                         8.25          1,780,000              1,877,633
St. Cloud Certificates of Participation
       12-01-17                                         5.90            400,000                404,228
St. Cloud Hospital Facility Pre-refunded Revenue
    Bonds St. Cloud Hospital Series 1990B
    (AMBAC Insured)
       07-01-20                                         7.00          5,000,000              5,372,300
St. Cloud Hospital Facility Refunding Revenue
    Bonds Series 1993C (AMBAC Insured)
       10-01-20                                         5.30          1,515,000              1,475,307
St. Louis Park Health Care Facilities Pre-refunded
    Revenue Bonds Park Nicollet Medical Center
    Series 1990A
       01-01-20                                         9.25          4,000,000              4,194,400
St. Louis Park Health Care Facilities Pre-refunded
    Revenue Bonds Park Nicollet Medical Center
    Series 1991A
       01-01-21                                         8.63          2,000,000              2,131,320
St. Louis Park Health Care Facilities Revenue Bonds
    Healthsystem Minnesota Obligated Group
    Series 1993 (AMBAC Insured)
       07-01-23                                         5.20          5,000,000              4,782,200
St. Louis Park Health Care Facilities Revenue Bonds
    Healthsystem Minnesota Obligated Group
    Series 1993B Inverse Floater (AMBAC Insured)
       07-01-13                                         5.83          7,000,000(g)           6,763,750
St. Louis Park Multi-family Housing Refunding
    Revenue Bonds Park Boulevard Towers
    Series 1996A
       04-01-31                                         7.00          3,940,000              4,048,232


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
St. Paul Housing & Redevelopment Authority Health
    Care Facilities Revenue Bonds Lyngblomsten Care
    Center Series 1993A
       11-01-06                                         7.13%          $890,000               $916,718
       11-01-17                                         7.13          1,840,000              1,924,566
St. Paul Housing & Redevelopment Authority Health
    Care Facilities Revenue Bonds Lyngblomsten
    Multi-family Rental Housing Series 1993B
       11-01-24                                         7.00          1,870,000              1,888,943
St. Paul Housing & Redevelopment Authority Health
    Care Facilities Revenue Bonds Regions Hospital
    Series 1998
       05-15-28                                         5.30          4,125,000              3,794,134
St. Paul Housing & Redevelopment Authority Sales
    Tax Revenue Bonds Civic Center Escrowed
    to Maturity (Secondary MBIA Insured)
       11-01-23                                         5.55          7,500,000              7,627,499
St. Paul Housing & Redevelopment Authority Single
    Family Housing Mortgage Refunding Revenue
    Mortgage-backed Bonds Middle Income Phase II
    (FNMA Insured)
       03-01-28                                         6.80          3,345,000              3,570,553
St. Paul Independent School District #625 Certificates
    of Participation Series 1999A
       02-01-19                                         4.75          1,000,000                917,450
St. Paul Port Authority Unlimited Tax General
    Obligation Bonds
       03-01-24                                         5.13          4,770,000              4,542,042
St. Paul Unlimited Tax General Obligation Bonds
    Block 39 Parking Facility Series 1998A
       02-01-25                                         4.75          2,000,000              1,790,180
State Agricultural & Economic Development Board
    Health Care Facilities Refunding Revenue Bonds
    Benedictine Health System-St. Mary's Health System
    Duluth Clinic Obligated Group Series 1999A
    (MBIA Insured)
       02-15-23                                         5.00          2,250,000              2,121,930
State Agricultural & Economic Development Board
    Health Care Facilities Refunding Revenue Bonds
    Fairview Hospital & Healthcare Services
    Series 1997A (MBIA Insured)
       11-15-26                                         5.75          2,000,000              2,048,520
State General Obligation Various Purpose
    Pre-refunded Bonds Series 1990
       08-01-09                                         7.00          7,850,000              8,139,743
State General Obligation Various Purpose
    Pre-refunded Bonds Series 1991
       08-01-11                                         6.70          8,000,000              8,426,239
State Higher Education Facilities Authority Augsburg
    College Mortgage Revenue Bonds 4th Series 1999Y
       10-01-27                                         5.30          1,200,000              1,109,964


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
State Higher Education Facilities Authority Augsburg
    College Mortgage Revenue Bonds Series 4F-1
       05-01-23                                         6.25%        $1,750,000             $1,824,550
State Higher Education Facilities Authority Gustavus
    Adolphus College Revenue Bonds 4th Series 1998X
       10-01-24                                         4.80          2,340,000              2,105,298
State Higher Education Facilities Authority
    Macalester College Refunding Revenue Bonds
    2nd Series 1998U
       03-01-22                                         5.13          1,155,000              1,100,611
State Higher Education Facilities Authority
    Macalester College Revenue Bonds 4th Series 1997J
       03-01-17                                         5.55          1,000,000              1,027,550
State Higher Education Facilities Authority
    Northwestern College of Chiropractic Mortgage
    Revenue Bonds 4th Series 1999Z
       10-01-13                                         5.20            275,000                265,843
State Higher Education Facilities Authority
    University of St. Thomas Revenue Bonds
    4th Series 1997P
       04-01-23                                         5.40            580,000                572,309
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1991A
    A.M.T.
       07-01-22                                         7.45          2,065,000              2,144,028
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1992A
       07-01-16                                         6.95          2,320,000              2,447,090
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1994L
    A.M.T.
       07-01-20                                         6.70            860,000                904,754
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1996J
    A.M.T.
       07-01-21                                         5.60            500,000                500,000
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1997D
    A.M.T.
       07-01-19                                         5.85          2,465,000              2,509,025
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1997E
    A.M.T.
       01-01-26                                         5.75          2,935,000              2,979,583
       07-01-29                                         5.90          8,658,000              8,909,687
State Public Facilities Authority Drinking Water
    Revenue Bonds Series 1999B
       03-01-19                                         5.13          4,000,000              3,900,520
State Public Facilities Authority Water Pollution
    Control Revenue Bonds Series 1998A
       03-01-16                                         4.75          3,500,000              3,266,375
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
----------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                  <C>
State University Board of Regents General Obligation
    Bonds Inverse Floater Series 1993(a)
       08-15-03                                         6.12%        $5,000,000(g)          $5,150,000
State University Board of Regents General Obligation
    Bonds Series 1996A
       07-01-21                                         5.50         12,500,000             12,838,874
State University Board of Regents Refunding
    Revenue Bonds Series 1986A Escrowed to Maturity
       02-01-11                                         6.00          4,625,000              4,640,633
Vadnais Heights Multi-family Housing Refunding
    Revenue Bonds Cottages of Vadnais Heights
    Series 1995 A.M.T.
       12-01-31                                         7.00          3,130,000              3,183,899
Vadnais Heights Multi-family Housing Tax Credit
    Revenue Bonds Series 1997 A.M.T.
       07-15-09                                         7.00          1,080,000              1,087,085
Washington County Housing & Redevelopment
    Authority Refunding Revenue Bonds Woodbury
    Multi-family Housing Series 1996
       12-01-23                                         6.95          1,945,000              1,982,500
Western Minnesota Municipal Power Agency
    Revenue Bonds Escrowed to Maturity
    (AMBAC Insured)
       01-01-16                                         6.75          5,935,000              6,254,897
Western Minnesota Municipal Power Agency
    Refunding Revenue Bonds Series 1987A
       01-01-15                                         5.50          5,000,000              5,002,350
Western Minnesota Municipal Power Agency
    Refunding Revenue Bonds Series 1987A
    (Secondary MBIA Insured)
       01-01-15                                         5.50          6,250,000              6,258,375
White Bear Lake Industrial Development Revenue
    Bonds Taylor Series 1988A A.M.T.
       09-01-08                                         8.75          2,250,000              2,287,103
Windom Independent School District #177
    Unlimited Tax General Obligation Bonds
    Series 1999
       02-01-24                                         4.75          2,695,000              2,464,847
----------------------------------------------------------------------------------------------------------------

TOTAL MUNICIPAL BONDS
(Cost: $413,126,014)                                                                      $431,475,910
----------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL NOTES (3.4%)
----------------------------------------------------------------------------------------------------------------
ISSUER                                            ANNUALIZED            AMOUNT                VALUE(a)
                                                 YIELD ON DATE        PAYABLE AT
                                                  OF PURCHASE          MATURITY
<S>                                                     <C>          <C>                    <C>
Cohasset Revenue Notes (Minnesota Power & Light)
    Series 1997A V.R.D.N.
       06-01-20                                         3.60%        $1,300,000(c,d)        $1,300,000
Duluth Health Facilities Revenue Notes (Miller-Dwan
    Medical Center) V.R.
       06-01-19                                         3.60          2,000,000(c,d)         2,000,000
Mankato Multi-family Housing Refunding Revenue
    Notes (Highland Hills) V.R.
       05-01-27                                         3.75          3,185,000(c,d)         3,185,000
Minneapolis & St. Paul Housing & Redevelopment
    Authority Health Care System Revenue Notes
    (Children's Hospital) Series 1995B V.R.
       08-15-25                                         3.65          1,800,000(c,d)         1,800,000
Rochester Health Care Facilities Revenue Notes
    (Mayo Clinic) Series 1999C
       07-01-99                                         3.00          2,000,000(d)           2,000,000
St. Cloud Hospital Facility Revenue Notes
    St. Cloud Hospital Series 1997A V.R.
       07-01-27                                         3.60          3,000,000(c,d)         3,000,000
University of Minnesota Notes Series 1999A V.R.
       01-01-34                                         3.50          2,000,000(c,d)         2,000,000
----------------------------------------------------------------------------------------------------------------

TOTAL MUNICIPAL NOTES
(Cost: $15,285,000)                                                                        $15,285,000
----------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENTS IN SECURITIES
(Cost: $428,411,014)(h)                                                                   $446,760,910
----------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

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

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

(b) The following abbreviations may be used in portfolio descriptions to
identify the insurer of the issue:

ACA       --     ACA Financial Guaranty Corporation
AMBAC     --     American Municipal Bond Association Corporation
BIG       --     Bond Investors Guarantee
CGIC      --     Capital Guaranty Insurance Company
FGIC      --     Financial Guarantee Insurance Corporation
FHA       --     Federal Housing Authority
FNMA      --     Federal National Mortgage Association
FSA       --     Financial Security Assurance
GNMA      --     Government National Mortgage Association
MBIA      --     Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --     Alternative Minimum Tax -- As of June 30, 1999, the value of
                 securities subject to alternative minimum tax represented
                 16.34% of net assets.
B.A.N.    --     Bond Anticipation Note
C.P.      --     Commercial Paper
R.A.N.    --     Revenue Anticipation Note
T.A.N.    --     Tax Anticipation Note
T.R.A.N.  --     Tax & Revenue Anticipation Note
V.R.      --     Variable Rate-- Interest rate varies to reflect current market
                 conditions; rate shown is the effective rate on June 30, 1999.
V.R.D.B.  --     Variable Rate Demand Bond
V.R.D.N.  --     Variable Rate Demand Note

(d) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity.

(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(f) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):

<TABLE>
<CAPTION>
Type of security                                       Notional amount
------------------------------------------------------------------------------

PURCHASE CONTRACTS
<S>                                                    <C>
Municipal Bonds, Sept. 1999                            $7,000,000
</TABLE>

(g) Inverse floaters represent securities that pay interest at a rate that
increases (decreases) in the same magnitude as, or in a multiple of, a decline
(increase) in market short-term rates. Interest rate disclosed is the rate in
effect on June 30, 1999. Inverse floaters in the aggregate represent 3.95% of
the Fund's net assets as of June 30, 1999.

(h) At June 30, 1999, the cost of securities for federal income tax purposes was
$428,411,014 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

<TABLE>
<S>                                                   <C>
Unrealized appreciation                               $21,951,427
Unrealized depreciation                                (3,601,531)
-----------------------------------------------------------------------------
Net unrealized appreciation                           $18,349,896
-----------------------------------------------------------------------------
</TABLE>


See accompanying notes to investments in securities.
<PAGE>

INVESTMENTS IN SECURITIES
AXP NEW YORK TAX-EXEMPT FUND
JUNE 30, 1999

(Percentages represent value of investments compared to net assets)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (97.8%)
--------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>           <C>                    <C>
Albany County Airport Authority Airport Revenue
    Bonds Series 1997 (FSA Insured)
    A.M.T.
       12-15-19                                         5.50%          $250,000(d)            $249,688
Broome County Certificates of Participation
    Public Safety Facilities Series 1994
    (MBIA Insured)
       04-01-22                                         5.25          2,650,000              2,587,884
Buffalo Municipal Water Finance Authority Water
    System Revenue Bonds Series 1995 (FGIC Insured)
       07-01-25                                         5.00          1,000,000                933,880
Buffalo Unlimited Tax General Obligation School
    Bonds Series 1997B (AMBAC Insured)
       02-01-16                                         5.38            500,000                501,645
Erie County Unlimited Tax General Obligation Bonds
    Series 1995B (FGIC Insured)
       06-15-25                                         5.50            700,000                702,219
Erie County Water Authority Water Works System
    Revenue Bonds Series 1990A Escrowed to Maturity
    (AMBAC Insured)
       12-01-08                                         6.00          1,765,000              1,883,908
Fallsburg & Sullivan Counties Unlimited Tax General
    Obligation Pre-refunded Improvement Bonds
    Series 1991 (AMBAC Insured)
       04-01-11                                         7.05            325,000                348,036
       04-01-12                                         7.05            325,000                348,036
       04-01-13                                         7.05            325,000                348,036
       04-01-14                                         7.05            325,000                348,036
Huntington Housing Authority Senior Housing
    Facilities Revenue Bonds Gurwin Jewish Senior
    Residences Series 1999A
       05-01-39                                         6.00          1,750,000              1,697,570
Metropolitan Transportation Authority Commuter
    Facilities Revenue Bonds Series 1997B
    (AMBAC Insured)
       07-01-24                                         5.13          1,000,000                951,980
Metropolitan Transportation Authority Commuter
    Facilities Revenue Bonds Series 1998A
    (MBIA Insured)
       07-01-24                                         4.75          1,500,000              1,348,125
Metropolitan Transportation Authority Commuter
    Facilities Service Contract Refunding Bonds
    5th Series 1991
       07-01-16                                         6.50          1,775,000              1,869,838
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
--------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>            <C>                    <C>
Mount Vernon Industrial Development Agency Civic
    Facilities Revenue Bonds Wartburg Senior Housing
    Incorporated Meadowview
       06-01-29                                         6.20%        $1,000,000               $999,940
New York & New Jersey Port Authority Special
    Obligation Revenue Bonds KIAC Partners
    4th Series 1996 A.M.T.
       10-01-19                                         6.75          1,500,000              1,633,515
New York City Industrial Development Agency
    Civic Facilities Refunding Revenue & Improvement
    Bonds Lighthouse International Series 1998
    (MBIA Insured)
       07-01-23                                         4.50            200,000                172,330
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Riverdale Country
    School Series 1997 (MBIA Insured)
       06-01-17                                         5.25          1,000,000                988,520
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Rockefeller
    Foundation Series 1993
       07-01-23                                         5.38          2,000,000              1,982,680
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Touro College
    Series 1999A
       06-01-29                                         6.35          1,000,000                993,310
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Trinity Episcopal
    School Series 1997 (MBIA Insured)
       06-15-27                                         5.25          1,000,000                967,260
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds YMCA Series 1997
       08-01-16                                         5.80          1,000,000              1,019,010
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds
    Series 1994B Inverse Floater (MBIA Insured)
       06-15-09                                         7.07          2,000,000(e)           2,052,500
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds
    Series 1996B (MBIA Insured)
       06-15-26                                         5.75            500,000                511,835
New York City Transitional Finance Authority
    Future Secured Sales Tax Revenue Bonds
    Series 1998B
       11-15-23                                         4.75          1,500,000              1,342,470
New York City Transitional Finance Authority
    Future Secured Sales Tax Revenue Bonds
    Series 1999C
       05-01-29                                         5.00          1,000,000                922,910
New York City Unlimited Tax General Obligation
    Bonds Series 1996G
       02-01-17                                         5.75          1,500,000              1,547,040
New York City Unlimited Tax General Obligation
    Bonds Series 1996J
       02-15-19                                         5.88          1,000,000              1,029,560
</TABLE>



See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
--------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                 <C>              <C>                     <C>
New York City Unlimited Tax General Obligation
    Bonds Series 1999I (MBIA Insured)
       04-15-29                                         5.00%        $1,000,000               $929,820
New York City Unlimited Tax General Obligation
    Pre-refunded Bonds Series 1994B-1
       08-15-16                                         7.00          1,500,000              1,686,165
North Great Neck Water Authority Water System
    Pre-refunded Revenue Bonds Series 1989A
       01-01-20                                         6.00          1,415,000              1,433,537
North Hempstead Unlimited Tax General Obligation
    Various Purpose Bonds Series 1998A
    (FGIC Insured)
       01-15-23                                         4.75          1,000,000                902,850
Oneida County Industrial Development Agency Civic
    Facilities Revenue Bonds Mohawk Valley
    Handicapped Services (ACA Insured)
       03-15-19                                         5.30            500,000                484,510
State Dormitory Authority College Revenue Bonds
    Barnard College Series 1996 (AMBAC Insured)
       07-01-16                                         5.25          1,140,000              1,131,142
State Dormitory Authority College Revenue Bonds
    Consolidated City University System
    Series 1993A
       07-01-13                                         5.75          3,000,000              3,111,210
State Dormitory Authority College Revenue Bonds
    Cooper Union (AMBAC Insured)
       07-01-20                                         5.38            860,000                854,118
State Dormitory Authority College Revenue Bonds
    Culinary Institute of America Series 1997
    (MBIA Insured)
       07-01-17                                         5.00            500,000                477,710
State Dormitory Authority College Revenue Bonds
    Long Island University Series 1999
    (Asset Guaranty)
       09-01-28                                         5.25          1,400,000              1,335,656
State Dormitory Authority College Revenue Bonds
    St. Thomas Aquinas College Series 1998
    (Asset Guaranty)
       07-01-14                                         5.00          1,125,000              1,068,041
State Dormitory Authority Pre-refunded College
    Revenue Bonds Consolidated City University
    System 3rd General Resolution 2nd Series 1994
    (MBIA Insured)
       07-01-19                                         6.25          1,500,000              1,623,405
State Dormitory Authority Revenue Bonds Frances
    Schervier Home Series 1997
    (Asset Guaranty)
       07-01-17                                         5.50          1,000,000                996,600
State Dormitory Authority Revenue Bonds New York
    & Presbyterian Hospitals (AMBAC & FHA Insured)
       08-01-27                                         4.75          1,000,000                894,610
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
--------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                     COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                      RATE            AMOUNT
<S>                                                    <C>           <C>                    <C>
State Dormitory Authority Revenue Bonds NYACK
    Hospital Series 1996
       07-01-13                                         6.25%        $1,000,000             $1,055,600
State Dormitory Authority State University Educational
    Facilities Pre-refunded Revenue Bonds Series 1990A
       05-15-12                                         7.70          1,750,000              1,848,403
State Dormitory Authority State University Educational
    Facilities Refunding Revenue Bonds Series 1990B
       05-15-11                                         7.50          1,900,000              2,219,352
State Dormitory Authority State University Educational
    Facilities Refunding Revenue Bonds Series 1993A
    (Secondary AMBAC Insured)
       05-15-15                                         5.25          1,000,000              1,007,450
       05-15-19                                         5.50          2,000,000              2,053,620
State Energy Research & Development Authority
    Electric Facilities Revenue Bonds Consolidated
    Edison Series 1990A A.M.T.
       07-01-25                                         7.50          5,000,000              5,063,899
State Energy Research & Development Authority
    Gas Facilities Revenue Bonds Brooklyn Union Gas
    Series 1996 (MBIA Insured)
       01-01-21                                         5.50          2,000,000              2,008,080
State Energy Research & Development Authority
    Pollution Control Refunding Revenue Bonds
    Rochester Gas & Electric Series 1992B
    (MBIA Insured) A.M.T.
       05-15-32                                         6.50          2,500,000              2,653,550
State Energy Research & Development Authority
    Solid Waste Disposal Revenue Bonds New York
    State Electric & Gas Company Series 1993A
    (MBIA Insured) A.M.T.
       12-01-28                                         5.70          3,000,000              3,019,050
State Environmental Facilities State Water Revolving
    Fund Pollution Control Revenue Bonds Series 1990A
       06-15-12                                         7.50          3,000,000              3,157,620
State Local Government Assistance Pre-refunded
    Sales Tax Revenue Bonds Series 1991A
       04-01-16                                         7.00          4,000,000              4,277,600
State Local Government Assistance Sales Tax
    Refunding Revenue Bonds Series 1997B
    (MBIA Insured)
       04-01-20                                         4.88          1,000,000                928,980
State Local Government Assistance Sales Tax
    Revenue Bonds Series 1992C
       04-01-22                                         5.50          1,500,000              1,500,615
State Medical Care Facilities Finance Agency Mental
    Health Services Refunding Revenue Bonds
    Series 1993F (Secondary FSA Insured)
       02-15-14                                         5.38          1,000,000                997,430
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
--------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                    COUPON           PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                     RATE             AMOUNT
<S>                                                   <C>            <C>                    <C>
State Medical Care Facilities Finance Agency Mental
    Health Services Revenue Bonds Series 1994A
    (Secondary FSA Insured)
       08-15-23                                         5.25%        $1,500,000             $1,457,940
State Mortgage Agency Homeowner Mortgage
    Refunding Revenue Bonds Series 1991TT
       04-01-15                                         7.50          4,000,000              4,211,760
State Mortgage Agency Homeowner Mortgage
    Revenue Bonds 27th Series 1992
       04-01-15                                         6.90          3,000,000              3,238,890
State Thruway Authority Local Highway & Bridge
    Service Contract Pre-refunded Revenue Bonds
    Series 1991
       01-01-11                                         6.00          2,500,000              2,573,700
State Urban Development Capital Correctional
    Facilities Pre-refunded Revenue Bonds
    1st Series 1990 (FSA Insured)
       01-01-20                                         7.50          4,500,000              4,682,250
State Urban Development Capital Correctional
    Facilities Refunding Revenue Bonds Series 1994A
       01-01-21                                         5.25          2,500,000              2,385,375
State Urban Development Capital Correctional
    Facilities Revenue Bonds 5th Series 1995
    (MBIA Insured)
       01-01-25                                         5.50            750,000                751,823
State Urban Development Higher Education Applied
    Technology Grants Revenue Bonds Series 1995
    (MBIA Insured)
       04-01-15                                         5.75          1,000,000              1,032,060
Triborough Bridge & Tunnel Authority General
    Purpose Pre-refunded Revenue Bonds Series 1990S
       01-01-21                                         7.00          3,000,000              3,174,210
Triborough Bridge & Tunnel Authority Special
    Obligation Refunding Revenue Bonds Series 1991B
    (Secondary FGIC Insured)
       01-01-15                                         6.88          2,000,000              2,111,400
Troy Municipal Assistance General Obligation
    Revenue Bonds Series 1996A (MBIA Insured)
       01-15-22                                         5.00          1,250,000              1,182,125
Ulster County Industrial Development Agency Civic
    Facilities Revenue Bonds Benedictine Hospital
    Series 1999A
       06-01-24                                         6.45          1,950,000              1,940,621
United Nations Development Senior Lien
    Pre-refunded Revenue Bonds Series 1992A
       07-01-26                                         6.00          4,500,000              4,856,219
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
-------------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                    COUPON           PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                     RATE             AMOUNT
<S>                                                   <C>              <C>                    <C>
Utica Industrial Development Agency Civic Facilities
    Revenue Bonds Munson-Williams-Proctor
    Series 1996A (MBIA Insured)
       07-15-16                                         5.50%          $750,000               $753,360
-------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost: $106,465,927)                                                                      $113,354,117
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
 MUNICIPAL NOTE (0.4%)
-------------------------------------------------------------------------------------------------------------------
ISSUER(b,c,f)                                      EFFECTIVE            AMOUNT                VALUE(a)
                                                     YIELD            PAYABLE AT
                                                                       MATURITY
<S>                                                <C>                <C>                 <C>
New York City General Obligation Notes
    Series 1994B-6 V.R. (MBIA Insured)
       08-15-05                                         3.40%          $500,000               $500,000
-------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL NOTE
(Cost: $500,000)                                                                              $500,000
-------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(Cost: $106,965,927)(g)                                                                   $113,854,117
===================================================================================================================
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

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

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

(b) The following abbreviations may be used in portfolio descriptions to
identify the insurer of the issue:

ACA       --     ACA Financial Guaranty Corporation
AMBAC     --     American Municipal Bond Association Corporation
BIG       --     Bond Investors Guarantee
CGIC      --     Capital Guaranty Insurance Company
FGIC      --     Financial Guarantee Insurance Corporation
FHA       --     Federal Housing Authority
FNMA      --     Federal National Mortgage Association
FSA       --     Financial Security Assurance
GNMA      --     Government National Mortgage Association
MBIA      --     Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --     Alternative Minimum Tax -- As of June 30, 1999, the value of
                 securities subject to alternative minimum tax represented
                 10.88% of net assets.
B.A.N.    --     Bond Anticipation Note
C.P.      --     Commercial Paper
R.A.N.    --     Revenue Anticipation Note
T.A.N.    --     Tax Anticipation Note
T.R.A.N.  --     Tax & Revenue Anticipation Note
V.R.      --     Variable Rate
V.R.D.B.  --     Variable Rate Demand Bond
V.R.D.N.  --     Variable Rate Demand Note

(d) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):

<TABLE>
<CAPTION>
Type of security                        Notional amount
-------------------------------------------------------------------------------
PURCHASE CONTRACTS
<S>                                     <C>
Municipal Bonds, Sept. 1999             $12,000,000
</TABLE>

(e) Inverse floaters represent securities that pay interest at a rate that
increases (decreases) in the same magnitude as, or in a multiple of, a decline
(increase) in market short-term rates. Interest rate disclosed is the rate in
effect on June 30, 1999. Inverse floaters in the aggregate represent 1.77% of
the Fund's net assets as of June 30, 1999.

(f) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies to
reflect current market conditions; rate shown is the effective rate on June 30,
1999.

(g) At June 30, 1999, the cost of securities for federal income tax purposes was
$106,965,927 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

<TABLE>
<S>                                     <C>
Unrealized appreciation                 $7,406,191
Unrealized depreciation                   (518,001)
-------------------------------------------------------------------------------
Net unrealized appreciation             $6,888,190
-------------------------------------------------------------------------------
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

INVESTMENTS IN SECURITIES

AXP OHIO TAX-EXEMPT FUND
JUNE 30, 1999

(Percentages represent value of investments compared to net assets)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (97.4%)
---------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Akron Bath Copley Joint Township Hospital District
    Summa Hospital Revenue Bonds Series 1998A
       11-15-24                                         5.38%        $1,500,000             $1,382,160
Barberton Limited Tax Various Purpose General
    Obligation Bonds 1st Series 1989
       12-01-09                                         7.35            700,000                724,262
Bellefontaine Hospital Facility Refunding Revenue
    Bonds Mary Rutan Health Association of Logan
    County Series 1993
       12-01-13                                         6.00          1,000,000              1,003,370
Buckeye Valley Local School District School
    Improvement Unlimited Tax General Obligation
    Bonds Series 1995A (MBIA Insured)
       12-01-20                                         5.25          1,000,000                983,540
Butler County Hospital Facility Improvement
    Refunding Revenue Bonds Fort Hamilton-Hughes
    Memorial Center Series 1991
       01-01-10                                         7.50          1,750,000              1,854,388
Butler County Transportation Improvement District
    Highway Improvement Transit Revenue Bonds
    Series 1997A (FSA Insured)
       04-01-17                                         5.13          1,000,000                977,690
Carroll Water & Sewer District Unlimited Tax
    General Obligation Bonds
       12-01-10                                         6.25            475,000                491,701
Carroll Water & Sewer District Unlimited Tax
    General Obligation Bonds Water System
    Improvement
       12-01-10                                         6.25            955,000                995,578
Celina Local School District Unlimited Tax General
    Obligation Bonds Series 1996 (FGIC Insured)
       12-01-20                                         5.25          1,000,000                983,540
Clermont County Hospital Facility Revenue Bonds
    Mercy Health System Province of Cincinnati
    Series 1989A (AMBAC Insured)
       09-01-19                                         7.50            750,000                777,360
Cleveland Airport Systems Revenue Bonds
    Series 1990A (MBIA Insured) A.M.T.
       01-01-20                                         7.40            500,000                519,925
Cleveland Waterworks Improvement 1st Mortgage
    Refunding Revenue Bonds Series F 1992B
       (AMBAC Insured)
       01-01-16                                         6.25          1,000,000              1,057,900
Columbus Tax Increment Finance Revenue Bonds
    Easton Series 1999 (AMBAC Insured)
       12-01-24                                         4.88          1,000,000                918,770


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Coshocton County Solid Waste Disposal Refunding
    Revenue Bonds Stone Container Series 1992
       08-01-13                                         7.88%        $1,000,000             $1,077,380
Cuyahoga County Health Care Facilities Refunding
    Revenue Bonds Judson Retirement Community
    Series A
       11-15-18                                         7.25          1,000,000              1,062,750
Cuyahoga County Hospital Improvement Revenue
    Bonds Mount Sinai Medical Center Series 1991
    (AMBAC Insured)
       11-15-21                                         6.63            600,000                645,240
Cuyahoga County Hospital Improvement Revenue
    Bonds University Hospitals Health System
    Series 1992 (AMBAC Insured)
       01-15-11                                         6.50            500,000                529,925
       01-15-19                                         5.40          1,000,000              1,000,150
Cuyahoga County Hospital Refunding Revenue
    Bonds Cleveland Clinic Foundation Series 1992
       11-15-11                                         5.50          1,500,000              1,542,705
Cuyahoga County Hospital Revenue Bonds Meridia
    Health Series 1991
       08-15-23                                         7.00          1,000,000              1,078,430
Cuyahoga County Limited Tax General
    Obligation Bonds
       05-15-13                                         5.60            500,000                526,650
Delaware County Sewer Improvement Limited Tax
    General Obligation Bonds
       12-01-15                                         5.25          1,000,000                995,600
Dover Limited Tax Improvement General Obligation
    Bonds Municipal Sewer System
       12-01-09                                         7.10          1,000,000              1,033,800
Elyria Limited Tax Improvement General Obligation
    Recreation Facility Bonds
       12-01-09                                         7.10            715,000                740,311
Erie County Hospital Improvement Refunding
    Revenue Bonds Firelands Community Hospital
    Series 1992
       01-01-15                                         6.75          2,000,000(e)           2,117,220
Franklin County Convention Facilities Authority
    Tax & Lease Revenue Anticipation Pre-refunded
    Bonds (MBIA Insured)
       12-01-19                                         7.00          1,500,000              1,596,060
Franklin County Health Care Facilities Refunding
    Revenue Bonds Lutheran Senior City Incorporated
    Series 1999
       12-15-28                                         6.13          1,250,000              1,177,900
Franklin County Multi-family Housing Refunding
    Revenue Bonds Jefferson Chase Apartments
    Series 1998B A.M.T.
       11-01-35                                         6.40          1,000,000                968,440


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
Franklin County Multi-family Housing Refunding
    Revenue Bonds West Bay Apartments A.M.T.
       12-01-25                                         6.38%        $1,000,000               $995,500
Gahanna-Jefferson Public Schools
    Unlimited Tax General Obligation Bonds
    Series 1999
       12-01-21                                         4.75          1,000,000                901,970
Hamilton County Sales Tax Revenue Bonds
    Hamilton County Football Series 1998A
    (MBIA Insured)
       12-01-17                                         4.75          1,000,000                921,410
Highland Heights Limited Tax Improvement
    General Obligation Street Bonds
       12-01-08                                         7.75            400,000                409,308
Hilliard County School District Unlimited Tax
    General Obligation Bonds Series A (FGIC Insured)
       12-01-20                                         5.00          1,000,000                955,650
Lakota Local School District Butler County School
    Unlimited Tax Improvement Bonds
       12-01-12                                         7.00            500,000                507,645
Lakota Local School District Unlimited Tax
    Improvement General Obligation Bonds
    (AMBAC Insured)
       12-01-14                                         6.25          2,000,000              2,187,360
Lorain County Hospital Facilities Refunding
    Revenue Bonds EMH Regional Medical Center
    Series 1995 (AMBAC Insured)
       11-01-21                                         5.38          2,000,000              1,965,400
Lorain County Independent Living & Hospital
    Facilities Refunding Revenue Bonds Elyria United
    Methodist Series 1996C
       06-01-22                                         6.88          1,000,000              1,072,900
Marion County Health Care Facilities Improvement
    Refunding Revenue Bonds United Church Homes
    Series 1993
       11-15-10                                         6.38          1,000,000              1,034,500
Marysville Sewer System 1st Mortgage Revenue Bonds
    Series 1988 (BIG Insured) A.M.T.
       02-15-08                                         7.85            370,000                371,203
Marysville Water System Mortgage Revenue Bonds
    Series 1991 (MBIA Insured)
       12-01-21                                         7.05          1,000,000              1,078,140
Montgomery County Health Facilities Refunding
    Revenue Bonds Friendship Village Dayton
    Series 1990A
       02-01-16                                         9.25          1,000,000              1,052,340
Montgomery County Hospital Facility Refunding
    Revenue & Improvement Bonds Ketter Medical
    Center Series 1996 (MBIA Insured)
       04-01-26                                         5.50          1,000,000                997,130
Montgomery County Water Revenue Bonds Greater
    Moraine-Beavercreek District (FGIC Insured)
       11-15-17                                         6.25          1,000,000              1,070,080


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
North Olmstead County General Obligation Bonds
    (AMBAC Insured)
       12-01-16                                         5.00%        $1,500,000             $1,454,145
       12-01-21                                         5.00            200,000                190,412
Oak Hills Local School District Unlimited Tax
    General Obligation Bonds Series 1997
    (MBIA Insured)
       12-01-25                                         5.13          1,000,000                958,780
Orrville Electric System Refunding Revenue &
    Improvement Mortgage Bonds Series 1997
    (AMBAC Insured)
       12-01-17                                         5.10          1,000,000                974,320
Pickerington Local School District Unlimited Tax
    General Obligation Pre-refunded Bonds
    (AMBAC Insured)
       12-01-13                                         7.00          1,000,000              1,064,040
Rural Loraine County Water Authority Water
    Resource Improvement Pre-refunded Revenue
    Bonds Series 1991 (AMBAC Insured)
       10-01-11                                         7.00          1,000,000              1,071,510
Southwest Local School District Hamilton & Butler
    Counties School Unlimited Tax Improvement Bonds
    (AMBAC Insured)
       12-01-10                                         7.65            475,000                497,572
Stark County Health Care Facilities Refunding
    Revenue Bonds Rose Lane (GNMA/FHA Insured)
       07-20-33                                         5.45            215,000                206,019
State Air Quality Development Authority Refunding
    Revenue Bonds JMG Funding Limited Partnership
    (AMBAC Insured) A.M.T.
       04-01-29                                         6.38            500,000                538,600
State Air Quality Development Authority Refunding
    Revenue Bonds Series 1994 (AMBAC Insured)
    A.M.T.
       01-01-29                                         6.38          2,000,000              2,154,400
State Air Quality Development Authority Revenue
    Bonds Columbus & Southern Series A
    (FGIC Insured)
       12-01-20                                         6.38          1,000,000              1,066,410
State Building Authority Local Jail Grant Bonds
    Series 1989A (MBIA Insured)
       04-01-09                                         7.35            500,000                524,385
State Building Authority State Facility Pre-refunded
    Bonds Columbus State Office Building Series 1985C
       10-01-05                                         7.35          1,000,000              1,039,650
State Department of Administrative Services
    Certificate of Participation Ohio Center
    Series 1998 (AMBAC Insured)
       07-15-28                                         5.00            550,000                516,384
State Higher Educational Facility Pre-refunded
    Revenue Bonds Oberlin College Series 1989
       10-01-14                                         7.38            500,000                514,830


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                  COUPON             PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                   RATE               AMOUNT
<S>                                                     <C>          <C>                    <C>
State Housing Finance Agency Mortgage Revenue
    Bonds Aristocrat South Board & Care Series 1991A
    (FHA Insured) A.M.T.
       08-01-31                                         7.30%        $1,500,000             $1,570,260
State Housing Finance Agency Single Family
    Mortgage Revenue Bonds Series 1990A
    (GNMA Insured) A.M.T.
       03-01-30                                         7.80            260,000                267,441
State Housing Finance Agency Single Family
    Mortgage Revenue Bonds Series 1990C
    (GNMA Insured) A.M.T.
       09-01-21                                         7.85            495,000                516,978
State Municipal Electric Generation Agency
    Revenue Bonds Joint Venture #5 (AMBAC Insured)
       02-15-24                                         5.38          2,000,000              1,987,700
State Turnpike Commission Revenue Bonds Series 1998B
    (FGIC Insured)
       02-15-28                                         4.75            800,000                712,888
State Turnpike Commission Revenue Bonds Series A
       02-15-24                                         5.75          1,000,000              1,069,630
State Turnpike Commission Revenue Bonds Series A
    (MBIA Insured)
       02-15-26                                         5.50          1,000,000              1,062,680
State Valley School District School Improvement
    Unlimited Tax General Obligation Bonds Counties
    of Adams & Highland Series 1995 (MBIA Insured)
       12-01-21                                         5.25          2,000,000              1,963,720
State Water & Air Quality Development Authority
    Pollution Control Refunding Revenue Bonds
    Cleveland Electric Illuminating Series 1995
       08-01-25                                         7.70          1,000,000              1,116,600
State Water & Air Quality Development Authority
    Pollution Control Refunding Revenue Bonds
    Toledo Edison Series 1994A A.M.T.
       10-01-23                                         8.00          1,000,000              1,118,140
State Water & Air Quality Development Authority
    Water Development Refunding Revenue Bonds
    Pure Water (AMBAC Insured)
       12-01-18                                         5.50            750,000                755,198
State Water & Air Quality Development Authority
    Solid Waste Disposal Revenue Bonds Northstar
    BHP Steel LLC-Cargill Series 1995 A.M.T.
       09-01-20                                         6.30            500,000(e)             520,985
Sycamore Board of Education Community School
    District Hamilton County School Improvement Bonds
       12-01-09                                         6.50            500,000                506,615
University of Cincinnati Certificates of Participation
    Student Recreation Center (MBIA Insured)
       06-01-24                                         5.13          1,000,000                959,880


See accompanying notes to investments in securities.

<PAGE>

<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL BONDS (CONTINUED)
---------------------------------------------------------------------------------------------------------------
NAME OF ISSUER AND                                     COUPON          PRINCIPAL              VALUE(a)
TITLE OF ISSUE(b,c)                                      RATE            AMOUNT
<S>                                                    <C>           <C>                      <C>
University of Toledo General Receipt
    College Revenue Bonds Series 1998
    (FGIC Insured)
       06-01-20                                         4.75%        $1,000,000               $912,060
University of Toledo General Receipt Pre-refunded
    Bonds Series 1990 (MBIA Insured)
       06-01-20                                         7.13            500,000                526,270
Warren County Various Purpose Limited Tax
    General Obligation Bonds Series 1992
       12-01-12                                         6.10            500,000                548,135
Whitehall City School District Franklin County
    Unlimited Tax Improvement General Obligation
    Pre-refunded Revenue Bonds
       12-01-13                                         7.25            500,000                517,985
Youngstown State University General Receipts
    College Revenue Bonds Series 1998
    (AMBAC Insured)
       12-15-16                                         4.75          1,000,000                930,300
---------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost: $70,905,761)                                                                        $74,618,203
---------------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 MUNICIPAL NOTES (2.7%)
---------------------------------------------------------------------------------------------------------------
ISSUER(c,d)                                           EFFECTIVE        AMOUNT                VALUE(a)
                                                        YIELD        PAYABLE AT
                                                                      MATURITY
<S>                                                   <C>            <C>                   <C>
Cuyahoga County Hospital Revenue Bonds
    Cleveland Clinic V.R.
       01-01-16                                         3.80%        $1,100,000             $1,100,000
       01-01-26                                         3.50            300,000                300,000
State Air Quality Development Authority Revenue
    Bonds Cincinnati Gas & Electric V.R. Series 1995A
       09-01-30                                         3.35            650,000                650,000
-----------------------------------------------------------------------------------------------------------------

TOTAL MUNICIPAL NOTES
(Cost: $2,050,000)                                                                          $2,050,000
-----------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(Cost: $72,955,761)(f)                                                                     $76,668,203
=================================================================================================================
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

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

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

(b) The following abbreviations may be used in portfolio descriptions to
identify the insurer of the issue:

ACA       --    ACA Financial Guaranty Corporation
AMBAC     --    American Municipal Bond Association Corporation
BIG       --    Bond Investors Guarantee
CGIC      --    Capital Guaranty Insurance Company
FGIC      --    Financial Guarantee Insurance Corporation
FHA       --    Federal Housing Authority
FNMA      --    Federal National Mortgage Association
FSA       --    Financial Security Assurance
GNMA      --    Government National Mortgage Association
MBIA      --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.    --    Alternative Minimum Tax -- As of June 30, 1999, the value of
                securities subject to alternative minimum tax represented
                12.45% of net assets.
B.A.N.    --    Bond Anticipation Note
C.P.      --    Commercial Paper
R.A.N.    --    Revenue Anticipation Note
T.A.N.    --    Tax Anticipation Note
T.R.A.N.  --    Tax & Revenue Anticipation Note
V.R.      --    Variable Rate
V.R.D.B.  --    Variable Rate Demand Bond
V.R.D.N.  --    Variable Rate Demand Note

(d) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies to
reflect current market conditions; rate shown is the effective rate on June 30,
1999.

(e) Partially pledged as initial deposit on the following open interest rate
futures contracts (see Note 5 to the financial statements):

<TABLE>
<CAPTION>
Type of security                            Notional amount
-------------------------------------------------------------------------------
<S>                                         <C>
PURCHASE CONTRACTS
Municipal Bonds, Sept. 1999                 $6,000,000
</TABLE>

(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$72,955,761 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

<TABLE>
<S>                                         <C>
Unrealized appreciation                     $4,157,351
Unrealized depreciation                       (444,909)
-------------------------------------------------------------------------------
Net unrealized appreciation                 $3,712,442
-------------------------------------------------------------------------------
</TABLE>


See accompanying notes to investments in securities.

<PAGE>

FEDERAL INCOME TAX INFORMATION

The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.

AXP California Tax-Exempt Fund
Fiscal year ended June 30, 1999

CLASS A

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998...........................................$0.02325
Aug. 26, 1998...........................................0.02141
Sept. 24, 1998..........................................0.02126
Oct. 26, 1998...........................................0.02312
Nov. 24, 1998...........................................0.02218
Dec. 22, 1998...........................................0.02028
Jan. 25, 1999...........................................0.02420
Feb. 25, 1999...........................................0.02300
March 24, 1999..........................................0.02005
April 26, 1999..........................................0.02418
May 27, 1999............................................0.02263
June 23, 1999...........................................0.01983
TOTAL DISTIBUTIONS.....................................$0.26539
</TABLE>

<PAGE>

CLASS B

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.01970
Aug. 26, 1998...........................................0.01809
Sept. 24, 1998..........................................0.01805
Oct. 26, 1998...........................................0.01952
Nov. 24, 1998...........................................0.01907
Dec. 22, 1998...........................................0.01636
Jan. 25, 1999...........................................0.02042
Feb. 25, 1999...........................................0.01954
March 24, 1999..........................................0.01703
April 26, 1999..........................................0.02051
May 27, 1999............................................0.01922
June 23, 1999...........................................0.01689
TOTAL DISTRIBUTIONS....................................$0.22440
</TABLE>

SOURCE OF DISTRIBUTIONS
100% of exempt-interest distributions during the fiscal year ended June 30, 1999
was derived from interest on California municipal securities.

FEDERAL TAXATION
Exempt-interest dividends are exempt from federal income taxes and should not be
included in shareholders' gross income.

OTHER TAXATION
Exempt-interest dividends may be subject to state and local taxes. Each
shareholder should consult a tax advisor about reporting this income for state
and local tax purposes.

<PAGE>

FEDERAL INCOME TAX INFORMATION

The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.

AXP Massachusetts Tax-Exempt Fund
Fiscal year ended June 30, 1999

CLASS A

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02433
Aug. 26, 1998...........................................0.02269
Sept. 24, 1998..........................................0.02261
Oct. 26, 1998...........................................0.02392
Nov. 24, 1998...........................................0.02205
Dec. 22, 1998...........................................0.02059
Jan. 25, 1999...........................................0.02465
Feb. 25, 1999...........................................0.02370
March 24, 1999..........................................0.02045
April 26, 1999..........................................0.02496
May 27, 1999............................................0.02242
June 23, 1999...........................................0.01777
TOTAL..................................................$0.27014
</TABLE>

TAXABLE DIVIDEND -- TAXABLE AS LONG-TERM CAPITAL GAIN.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.00263
TOTAL DISTRIBUTIONS....................................$0.27277
</TABLE>

<PAGE>

CLASS B

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02065
Aug. 26, 1998...........................................0.01924
Sept. 24, 1998..........................................0.01928
Oct. 26, 1998...........................................0.02021
Nov. 24, 1998...........................................0.01871
Dec. 22, 1998...........................................0.01736
Jan. 25, 1999...........................................0.02072
Feb. 25, 1999...........................................0.01994
March 24, 1999..........................................0.01736
April 26, 1999..........................................0.02119
May 27, 1999............................................0.01890
June 23, 1999...........................................0.01475
TOTAL..................................................$0.22831
</TABLE>

TAXABLE DIVIDEND -- TAXABLE AS LONG-TERM CAPITAL GAIN.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.00263
TOTAL DISTRIBUTIONS....................................$0.23094
</TABLE>

SOURCE OF DISTRIBUTIONS
100% of exempt-interest distributions during the fiscal year ended June 30, 1999
was derived from interest on Massachusetts municipal securities.

FEDERAL TAXATION
Exempt-interest dividends are exempt from federal income taxes and should not be
included in shareholders' gross income.

OTHER TAXATION
Exempt-interest dividends may be subject to state and local taxes. Each
shareholder should consult a tax advisor about reporting this income for state
and local tax purposes.

<PAGE>

FEDERAL INCOME TAX INFORMATION
The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.

AXP Michigan Tax-Exempt Fund
Fiscal year ended June 30, 1999

CLASS A

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02422
Aug. 26, 1998...........................................0.02268
Sept. 24, 1998..........................................0.02229
Oct. 26, 1998...........................................0.02410
Nov. 24, 1998...........................................0.02258
Dec. 22, 1998...........................................0.02138
Jan. 25, 1999...........................................0.02611
Feb. 25, 1999...........................................0.02420
March 24, 1999..........................................0.02100
April 26, 1999..........................................0.02469
May 27, 1999............................................0.02302
June 23, 1999...........................................0.02012
TOTAL..................................................$0.27639
</TABLE>

TAXABLE DIVIDEND --SHORT-TERM CAPITAL GAIN TAXABLE AS DIVIDEND INCOME.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.00333
<CAPTION>
TAXABLE DIVIDEND -- TAXABLE AS LONG-TERM CAPITAL GAIN.

PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.01984
TOTAL DISTRIBUTIONS....................................$0.29956
</TABLE>

<PAGE>

CLASS B

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02057
Aug. 26, 1998...........................................0.01923
Sept. 24, 1998..........................................0.01892
Oct. 26, 1998...........................................0.02039
Nov. 24, 1998...........................................0.01926
Dec. 22, 1998...........................................0.01814
Jan. 25, 1999...........................................0.02223
Feb. 25, 1999...........................................0.02011
March 24, 1999..........................................0.01789
April 26, 1999..........................................0.02095
May 27, 1999............................................0.01950
June 23, 1999...........................................0.01710
TOTAL..................................................$0.23429
</TABLE>

TAXABLE DIVIDEND -- SHORT-TERM CAPITAL GAIN TAXABLE AS DIVIDEND INCOME.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.00333
<CAPTION>
TAXABLE DIVIDEND -- TAXABLE AS LONG TERM-CAPITAL GAIN.

PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.01984
TOTAL DISTRIBUTIONS....................................$0.25746
</TABLE>

SOURCE OF DISTRIBUTIONS
100% of exempt-interest distributions during the fiscal year ended June 30, 1999
was derived from interest on Michigan municipal securities.

FEDERAL TAXATION
Exempt-interest dividends are exempt from federal income taxes and should not be
included in shareholders' gross income.

OTHER TAXATION
Exempt-interest dividends may be subject to state and local taxes. Each
shareholder should consult a tax advisor about reporting this income for state
and local tax purposes.

<PAGE>

FEDERAL INCOME TAX INFORMATION
The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.

AXP Minnesota Tax-Exempt Fund
Fiscal year ended June 30, 1999

CLASS A

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02569
Aug. 26, 1998...........................................0.02430
Sept. 24, 1998..........................................0.02671
Oct. 26, 1998...........................................0.02618
Nov. 24, 1998...........................................0.02383
Dec. 22, 1998...........................................0.02250
Jan. 25, 1999...........................................0.02598
Feb. 25, 1999...........................................0.02354
March 24, 1999..........................................0.02087
April 26, 1999..........................................0.02498
May 27, 1999............................................0.02368
June 23, 1999...........................................0.02080
TOTAL..................................................$0.28906
<CAPTION>

TAXABLE DIVIDEND -- INCOME DISTRIBUTION TAXABLE AS DIVIDEND INCOME.

PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.00003
TOTAL DISTRIBUTIONS....................................$0.28909
</TABLE>

<PAGE>

CLASS B

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02212
Aug. 26, 1998...........................................0.02096
Sept. 24, 1998..........................................0.02345
Oct. 26, 1998...........................................0.02257
Nov. 24, 1998...........................................0.02059
Dec. 22, 1998...........................................0.01897
Jan. 25, 1999...........................................0.02218
Feb. 25, 1999...........................................0.02006
March 24, 1999..........................................0.01785
April 26, 1999..........................................0.02130
May 27, 1999............................................0.02025
June 23, 1999...........................................0.01785
TOTAL..................................................$0.24815

TAXABLE DIVIDEND -- INCOME DISTRIBUTION TAXABLE AS DIVIDEND INCOME.
<CAPTION>

PAYABLE DATE                                    PER SHARE
<S>                                                    <C>
Dec. 22, 1998..........................................$0.00003
TOTAL DISTRIBUTIONS....................................$0.24818
</TABLE>

SOURCE OF DISTRIBUTIONS
100% of exempt-interest distributions during the fiscal year ended June 30, 1999
was derived from interest on Minnesota municipal securities.

FEDERAL TAXATION
Exempt-interest dividends are exempt from federal income taxes and should not be
included in shareholders' gross income.

OTHER TAXATION
Exempt-interest dividends may be subject to state and local taxes. Each
shareholder should consult a tax advisor about reporting this income for state
and local tax purposes.

<PAGE>

FEDERAL INCOME TAX INFORMATION
The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.

AXP New York Tax-Exempt Fund
Fiscal year ended June 30, 1999

CLASS A

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                          PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02374
Aug. 26, 1998...........................................0.02201
Sept. 24, 1998..........................................0.02189
Oct. 26, 1998...........................................0.02159
Nov. 24, 1998...........................................0.01934
Dec. 22, 1998...........................................0.01955
Jan. 25, 1999...........................................0.02345
Feb. 25, 1999...........................................0.02120
March 24, 1999..........................................0.01843
April 26, 1999..........................................0.02254
May 27, 1999............................................0.02137
June 23, 1999...........................................0.01859
TOTAL..................................................$0.25370
</TABLE>

<PAGE>

CLASS B

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                          PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02023
Aug. 26, 1998...........................................0.01872
Sept. 24, 1998..........................................0.01870
Oct. 26, 1998...........................................0.01804
Nov. 24, 1998...........................................0.01616
Dec. 22, 1998...........................................0.01642
Jan. 25, 1999...........................................0.01971
Feb. 25, 1999...........................................0.01779
March 24 1999...........................................0.01547
April 26, 1999..........................................0.01891
May 27, 1999............................................0.01800
June 23, 1999...........................................0.01569
TOTAL..................................................$0.21384
</TABLE>

SOURCE OF DISTRIBUTIONS
100% of exempt-interest distributions during the fiscal year ended June 30, 1999
was derived from interest on New York municipal securities.

FEDERAL TAXATION
Exempt-interest dividends are exempt from federal income taxes and should not be
included in shareholders' gross income.

OTHER TAXATION
Exempt-interest dividends may be subject to state and local taxes. Each
shareholder should consult a tax advisor about reporting this income for state
and local tax purposes.

<PAGE>

FEDERAL INCOME TAX INFORMATION
The Fund is required by the Internal Revenue Code of 1986 to tell its
shareholders about the tax treatment of the dividends it pays during its fiscal
year. The dividends listed below are reported to you on your year-end statement.

AXP Ohio Tax-Exempt Fund
Fiscal year ended June 30, 1999

CLASS A

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                          PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02461
Aug. 26, 1998...........................................0.02295
Sept. 24, 1998..........................................0.02263
Oct. 26, 1998...........................................0.02407
Nov. 24, 1998...........................................0.02188
Dec. 22, 1998...........................................0.02126
Jan. 25, 1999...........................................0.02604
Feb. 25, 1999...........................................0.02365
March 24, 1999..........................................0.02077
April 26, 1999..........................................0.02546
May 27, 1999............................................0.02304
June 23, 1999...........................................0.01830
TOTAL DISTRIBUTIONS....................................$0.27466
</TABLE>

<PAGE>

CLASS B

EXEMPT-INTEREST DIVIDENDS -- TAXABLE STATUS EXPLAINED BELOW.

<TABLE>
<CAPTION>
PAYABLE DATE                                          PER SHARE
<S>                                                    <C>
July 27, 1998..........................................$0.02099
Aug. 26, 1998...........................................0.01954
Sept. 24, 1998..........................................0.01930
Oct. 26, 1998...........................................0.02040
Nov. 24, 1998...........................................0.01855
Dec. 22, 1998...........................................0.01790
Jan. 25, 1999...........................................0.02215
Feb. 25, 1999...........................................0.02010
March 24, 1999..........................................0.01768
April 26, 1999..........................................0.02170
May 27, 1999............................................0.01954
June 23, 1999...........................................0.01529
TOTAL DISTRIBUTIONS....................................$0.23314
</TABLE>

SOURCE OF DISTRIBUTIONS
100% of exempt-interest distributions during the fiscal year ended June 30, 1999
was derived from interest on Ohio municipal securities.

FEDERAL TAXATION
Exempt-interest dividends are exempt from federal income taxes and should not be
included in shareholders' gross income.

OTHER TAXATION
Exempt-interest dividends may be subject to state and local taxes. Each
shareholder should consult a tax advisor about reporting this income for state
and local tax purposes.




<PAGE>


<TABLE>
<CAPTION>

Financial Statements

Statements of assets and liabilities
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                                    California   Massachusetts    Michigan
                                                                    Tax-Exempt    Tax-Exempt     Tax-Exempt
Dec. 31, 1999 (Unaudited)                                              Fund          Fund           Fund
 Assets
Investments in securities, at value (Note 1)
<S>                                                                <C>             <C>           <C>
 (identified cost $238,366,885, $79,888,234 and $73,827,275)       $237,937,200    78,788,741    $74,296,390
Cash in bank on demand deposit                                           14,422       175,217      1,359,538
Accrued interest receivable                                           3,735,463     1,810,515      1,225,505
Receivable for investment securities sold                                 --           85,511          --
                                                                         ------        ------         ------
Total assets                                                        241,687,085    80,859,984     76,881,433

Liabilities
Dividends payable to shareholders                                       311,342        98,473        100,741
Payable for investment securities purchased                                 745       943,076          1,255
Accrued investment management services fee                                3,113         1,029            988
Accrued distribution fee                                                  2,077           886            663
Accrued transfer agency fee                                                 290           146            112
Accrued administrative services fee                                         265            87             84
Other accrued expenses                                                   63,909         3,942         16,689
                                                                         ------         -----         ------
Total liabilities                                                       381,741     1,047,639        120,532
                                                                        -------     ---------        -------
Net assets applicable to outstanding shares                        $241,305,344   $79,812,345    $76,760,901
                                                                   ============   ===========    ===========
Represented by
Shares of beneficial interest-- $.01 par value (Note 1)            $    492,733   $   157,762    $   151,298
Additional paid-in capital                                          246,743,996    82,408,496     78,024,463
Undistributed (excess of distributions over) net investment income          --          1,452              1
Accumulated net realized gain (loss) (Note 6)                        (5,500,955)   (1,602,130)    (1,825,754)
Unrealized appreciation (depreciation) on investments (Note 5)         (430,430)   (1,153,235)       410,893
                                                                       --------    ----------        -------
Total -- representing net assets applicable to outstanding shares   $241,305,344  $79,812,345    $76,760,901
                                                                    ============  ===========    ===========
Net assets applicable to outstanding shares:       Class A          $221,083,281  $63,364,724    $70,148,795
                                                   Class B          $ 20,222,063  $16,447,621    $ 6,612,106
Outstanding shares of beneficial interest:         Class A shares     45,143,734   12,524,921     13,826,650
                                                   Class B shares      4,129,569    3,251,271      1,303,196
Net asset value per share:                         Class A          $       4.90  $      5.06    $      5.07
                                                   Class B          $       4.90  $      5.06    $      5.07
                                                                    ------------  -----------    -----------

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

Statements  of assets and  liabilities
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                                   Minnesota       New York        Ohio
                                                                   Tax-Exempt     Tax-Exempt     Tax-Exempt
Dec. 31, 1999 (Unaudited)                                             Fund          Fund           Fund
Assets
Investments in securities, at value (Note 1)
<S>                                                               <C>           <C>            <C>
 (identified cost $403,718,446, $103,049,643 and $68,528,797)     $395,519,397  $103,725,013   $68,443,391
Cash in bank on demand deposit                                              --       148,910           --
Accrued interest receivable                                          7,883,631     1,930,672       947,518
Receivable for investment securities sold                               62,187            --        16,251
                                                                        ------      --------        ------
Total assets                                                       403,465,215   105,804,595    69,407,160

Liabilities
Disbursements in excess of cash on demand deposit                    3,330,615            --       128,884
Dividends payable to shareholders                                      575,394       276,417        90,810
Payable for investment securities purchased                              2,063         2,531            --
Accrued investment management services fee                               5,130         1,359           899
Accrued distribution fee                                                 3,721         1,009           621
Accrued transfer agency fee                                                668           175           110
Accrued administrative services fee                                        424           116            76
Other accrued expenses                                                  89,196        36,489        37,418
                                                                        ------        ------        ------
Total liabilities                                                    4,007,211       318,096       258,818
                                                                     ---------       -------       -------
Net assets applicable to outstanding shares                       $399,458,004  $105,486,499   $69,148,342
                                                                  ============  ============   ===========
Represented by
Shares of beneficial interest -- $.01 par value (Note 1)          $    807,268  $    217,721   $   136,789
Additional paid-in capital                                         415,214,306   107,549,145    70,887,689
Undistributed (excess of distributions over) net investment income      (1,186)           --            (1)
Accumulated net realized gain (loss) (Note 6)                       (8,267,259)   (2,838,288)   (1,732,318)
Unrealized appreciation (depreciation) on investments (Note 5)      (8,295,125)      557,921      (143,817)
                                                                    ----------       -------      --------
Total -- representing net assets applicable to outstanding shares $399,458,004  $105,486,499   $69,148,342
                                                                  ============  ============   ===========
Net assets applicable to outstanding shares:   Class A            $354,158,352  $ 91,596,576   $62,221,419
                                               Class B            $ 45,299,652  $ 13,889,923   $ 6,926,923
Outstanding shares of beneficial interest:     Class A shares       71,572,567    18,905,376    12,308,782
                                               Class B shares        9,154,258     2,866,692     1,370,147
Net asset value per share:                     Class A            $       4.95  $       4.85   $      5.06
                                               Class B            $       4.95  $       4.85   $      5.06
                                                                  ------------  ------------   -----------

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

Statements  of operations
AXP California  Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                                     California      Massachusetts      Michigan
                                                                     Tax-Exempt       Tax-Exempt       Tax-Exempt
Six months ended Dec. 31, 1999 (Unaudited)                              Fund            Fund              Fund
 Investment income
Income:
<S>                                                                <C>              <C>               <C>
Interest                                                           $   7,575,820    $  2,588,463      $  2,478,731
                                                                   -------------    ------------      ------------
Expenses (Note 2):
Investment management services fee                                       602,169         199,570           191,011
Distribution fee
   Class A                                                               294,470          85,137            93,145
   Class B                                                               104,905          83,960            33,823
Transfer agency fee                                                       49,169          24,533            18,940
Incremental transfer agency fee
   Class A                                                                 4,953           2,276             1,955
   Class B                                                                   998             791               313
Administrative services fees and expenses                                 52,333          16,854            16,101
Compensation of board members                                              3,745           3,746             3,745
Custodian fees                                                            10,491           3,752             6,636
Printing and postage                                                      11,242             --              2,932
Registration fees                                                         11,774           4,899            13,315
Audit fees                                                                 8,500           7,750             7,750
Other                                                                        267             413               483
                                                                             ---             ---               ---
Total expenses                                                         1,155,016         433,681           390,149
   Earnings credits on cash balances (Note 2)                             (6,356)         (9,344)           (3,267)
                                                                          ------          ------            ------
Total net expenses                                                     1,148,660         424,337           386,882
                                                                       ---------         -------           -------
Investment income (loss)-- net                                         6,427,160       2,164,126         2,091,849
                                                                       ---------       ---------         ---------
Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (Note 3)                                        252,454        (216,007)         (116,400)
   Financial futures contracts                                          (312,935)       (434,048)         (474,581)
                                                                        --------        --------          --------
Net realized gain (loss) on investments                                  (60,481)       (650,055)         (590,981)
Net change in unrealized appreciation (depreciation) on investments  (14,494,146)     (4,635,507)       (4,079,933)
                                                                     -----------      ----------        ----------
Net gain (loss) on investments                                       (14,554,627)     (5,285,562)       (4,670,914)
                                                                     -----------      ----------        ----------
Net increase (decrease) in net assets resulting from operations    $  (8,127,467)   $ (3,121,436)     $ (2,579,065)
                                                                   =============    ============      ============

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

Statements of operations
AXP  California  Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                                     Minnesota         New York            Ohio
                                                                     Tax-Exempt       Tax-Exempt        Tax-Exempt
Six months ended Dec. 31, 1999 (Unaudited)                              Fund             Fund              Fund
Investment income
Income:
<S>                                                                 <C>              <C>                <C>
Interest                                                            $ 14,097,894     $3,396,467         $ 2,269,333
                                                                    ------------     ----------         -----------
Expenses (Note 2):
Investment management services fee
                                                                       1,008,847        262,654             174,496
Distribution fee
   Class A                                                               491,227        122,900              83,496
   Class B                                                               231,354         67,231              37,278
Transfer agency fee                                                      113,927         29,951              18,832
Incremental transfer agency fee
   Class A                                                                11,421          2,925               1,913
   Class B                                                                 2,397            745                 357
Administrative services fees and expenses                                 88,535         22,364              14,661
Compensation of board members                                              4,107          3,745               3,746
Custodian fees                                                            11,170         11,373               2,613
Printing and postage                                                      16,808             --               2,977
Registration fees                                                         13,063         25,010              10,427
Audit fees                                                                 9,000          8,500               7,750
Other                                                                      2,849          4,418                 384
                                                                           -----          -----                 ---
Total expenses                                                         2,004,705        561,816             358,930
   Earnings credits on cash balances (Note 2)                            (23,461)        (3,666)             (1,496)
                                                                        -------         ------              ------
Total net expenses                                                     1,981,244        558,150             357,434
                                                                       ---------        -------             -------
Investment income (loss)-- net                                        12,116,650      2,838,317           1,911,899
                                                                      ----------      ---------           ---------

Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (Note 3)                                        543,263        338,477            (105,575)
   Financial futures contracts                                          (581,953)      (960,264)           (474,144)
                                                                        --------       --------            --------
Net realized gain (loss) on investments                                  (38,690)      (621,787)           (579,719)
Net change in unrealized appreciation (depreciation) on investments  (26,551,178)    (6,117,258)         (3,753,175)
                                                                     -----------     ----------          ----------
Net gain (loss) on investments                                       (26,589,868)    (6,739,045)         (4,332,894)
                                                                     -----------     ----------          ----------
Net increase (decrease) in net assets resulting from operations     $(14,473,218)   $(3,900,728)        $(2,420,995)
                                                                    ============    ===========         ===========

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

Statements  of changes in net assets
AXP  California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                          California Tax-Exempt Fund     Massachusetts Tax-Exempt Fund
                                                          Dec. 31, 1999 June 30, 1999     Dec. 31, 1999June 30, 1999
                                                          Six months ended Year ended     Six months ended Year ended
                                                                  (Unaudited)                   (Unaudited)
Operations and distributions
<S>                                                      <C>             <C>              <C>            <C>
Investment income (loss)-- net                           $    6,427,160  $  13,224,245    $  2,164,126   $  4,137,785
Net realized gain (loss) on investments                         (60,481)      (132,232)       (650,055)        35,026
Net change in unrealized appreciation
  (depreciation) on investments                             (14,494,146)    (8,521,862)     (4,635,507)    (2,888,857)
                                                            -----------     ----------      ----------     ----------
Net increase (decrease) in net assets
  resulting from operations                                  (8,127,467)     4,570,151      (3,121,436)     1,283,954
                                                             ----------      ---------      ----------      ---------
Distributions to shareholders from:
 Net investment income
   Class A                                                   (5,973,813)   (12,458,083)     (1,821,687)    (3,454,620)
   Class B                                                     (453,346)      (766,108)       (383,987)      (640,114)
   Net realized gain
      Class A                                                       --            --              (507)       (33,427)
      Class B                                                       --            --              (130)        (7,530)
                                                             ----------    -----------      ----------     ----------
Total distributions                                          (6,427,159)   (13,224,191)     (2,206,311)    (4,135,691)
                                                             ----------    -----------      ----------     ----------

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                                   18,083,701     42,285,590       7,356,465     16,960,957
   Class B shares                                             3,103,817      8,682,050       3,005,681      6,288,904
Reinvestment of distributions at net asset value
   Class A shares                                             3,967,722      8,430,940       1,444,109      2,675,840
   Class B shares                                               346,959        588,371         318,832        532,827
Payments for redemption
   Class A shares                                           (33,555,605)   (36,166,864)    (11,601,208)   (13,594,414)
   Class B shares (Note 2)                                   (2,981,027)    (2,589,325)     (2,746,639)    (2,358,655)
                                                             ----------     ----------      ----------     ----------
Increase (decrease) in net assets
  from share transactions                                   (11,034,433)    21,230,762      (2,222,760)    10,505,459
                                                            -----------     ----------      ----------     ----------
Total increase (decrease) in net assets                     (25,589,059)    12,576,722      (7,550,507)     7,653,722
Net assets at beginning of period                           266,894,403    254,317,681      87,362,852     79,709,130
                                                            -----------    -----------      ----------     ----------
Net assets at end of period                                $241,305,344   $266,894,403     $79,812,345    $87,362,852
                                                           ============   ============     ===========    ===========
Undistributed (excess of distributions over)
  net investment income                                    $        --    $         (1)    $     1,452    $    43,000
                                                           ------------   ------------     -----------    -----------

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

Statements  of changes  in net assets
AXP  California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                      Michigan Tax-Exempt Fund      Minnesota Tax-Exempt Fund
                                                     Dec. 31, 1999 June 30, 1999   Dec. 31, 1999June 30, 1999
                                                     Six months ended Year ended   Six months ended Year ended
                                                             (Unaudited)                   (Unaudited)
Operations and distributions
<S>                                                 <C>             <C>           <C>              <C>
Investment income (loss)-- net                      $  2,091,849    $  4,125,432  $  12,116,650    $  23,021,915
Net realized gain (loss) on investments                 (590,981)        460,666        (38,690)         399,217
Net change in unrealized appreciation
  (depreciation) on investments                       (4,079,933)     (3,039,567)   (26,551,178)     (13,019,298)
                                                      ----------      ----------    -----------      -----------
Net increase (decrease) in net assets
 resulting from operations                            (2,579,065)      1,546,531    (14,473,218)      10,401,834
                                                      ----------       ---------    -----------       ----------
Distributions to shareholders from:
Net investment income
    Class A                                           (1,940,720)     (3,880,954)   (10,993,113)     (21,267,346)
    Class B                                             (151,086)       (244,520)    (1,122,878)      (1,747,010)
   Net realized gain
    Class A                                               (4,302)       (295,764)          --              --
    Class B                                                 (408)        (21,598)          --              --
                                                            ----         -------        -------           -------
Total distributions                                   (2,096,516)     (4,442,836)   (12,115,991)     (23,014,356)
                                                      ----------      ----------    -----------      -----------

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                             6,144,580      10,840,031     34,107,248       81,903,764
   Class B shares                                      1,029,169       2,076,128      7,356,788       19,340,345
Reinvestment of distributions at net asset value
   Class A shares                                      1,399,829       3,033,680      8,501,793       16,537,485
   Class B shares                                        117,190         216,608        919,584        1,430,174
Payments for redemptions
   Class A shares                                     (9,735,851)    (11,501,402)   (70,439,472)     (66,199,264)
   Class B shares (Note 2)                              (720,628)       (620,911)    (5,790,676)      (5,079,371)
                                                        --------        --------     ----------       ----------
Increase (decrease) in net assets
   from share transactions                            (1,765,711)      4,044,134    (25,344,735)      47,933,133
                                                      ----------       ---------    -----------       ----------
Total increase (decrease) in net assets               (6,441,292)      1,147,829    (51,933,944)      35,320,611
Net assets at beginning of period                     83,202,193      82,054,364    451,391,948      416,071,337
                                                      ----------      ----------    -----------      -----------
Net assets at end of period                          $76,760,901     $83,202,193   $399,458,004     $451,391,948
                                                     ===========     ===========   ============     ============
Undistributed (excess of distributions over)
   net investment income                             $         1     $       (42)  $     (1,186)    $     (1,845)
                                                     -----------     -----------   ------------     ------------

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

Statements  of changes in net assets
AXP  California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                    New York Tax-Exempt Fund          Ohio Tax-Exempt Fund
                                                 Dec. 31, 1999   June 30, 1999   Dec. 31, 1999    June 30, 1999
                                               Six months ended    Year ended   Six months ended   Year ended
                                                         (Unaudited)                        (Unaudited)

Operations and distributions
<S>                                             <C>             <C>              <C>               <C>
Investment income (loss)-- net                  $   2,838,317   $   5,613,733    $  1,911,899      $  3,762,612
Net realized gain (loss) on investments              (621,787)        211,975        (579,719)           99,839
Net change in unrealized appreciation
 (depreciation) on investments                     (6,117,258)     (3,443,059)     (3,753,175)       (2,055,350)
                                                   ----------      ----------      ----------        ----------
Net increase (decrease) in net assets
 resulting from operations                         (3,900,728)      2,382,649      (2,420,995)        1,807,101
                                                   ----------       ---------      ----------         ---------
Distributions to shareholders from:
 Net investment income
    Class A                                        (2,539,642)     (5,126,805)     (1,746,295)       (3,477,589)
    Class B                                          (298,675)       (485,770)       (166,633)         (282,186)
                                                     --------        --------        --------          --------
Total distributions                                (2,838,317)     (5,612,575)     (1,912,928)       (3,759,775)
                                                   ----------      ----------      ----------        ----------

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                          7,117,704      13,763,495       5,409,184        12,196,295
   Class B shares                                   2,854,428       5,556,166         820,796         3,287,691
Reinvestment of distributions at net asset value
   Class A shares                                   1,784,695       3,536,147       1,218,013         2,533,703
   Class B shares                                     233,938         382,826         126,140           214,576
Payments for redemptions
   Class A shares                                 (13,811,811)    (17,500,028)     (9,351,666)      (11,351,271)
   Class B shares (Note 2)                         (1,899,721)     (1,828,945)     (1,359,403)         (820,294)
                                                   ----------      ----------      ----------          --------
Increase (decrease) in net assets
  from share transactions                          (3,720,767)      3,909,661      (3,136,936)        6,060,700
                                                   ----------       ---------      ----------         ---------
Total increase (decrease) in net assets           (10,459,812)        679,735      (7,470,859)        4,108,026
Net assets at beginning of period                 115,946,311     115,266,576      76,619,201        72,511,175
                                                  -----------     -----------      ----------        ----------
Net assets at end of period                      $105,486,499    $115,946,311     $69,148,342       $76,619,201
                                                 ============    ============     ===========       ===========
Undistributed (excess of distributions over)
  net investment income                          $         --    $         --     $        (1)      $     1,028
                                                   ----------      ----------     -----------       -----------

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

Notes to Financial Statements

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
(Unaudited as to Dec. 31, 1999)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AXP California  Tax-Exempt  Trust and AXP Special  Tax-Exempt  Series Trust were
organized as  Massachusetts  business  trusts.  AXP California  Tax-Exempt Trust
includes only AXP  California  Tax-Exempt  Fund. AXP Special  Tax-Exempt  Series
Trust  is a  "series  fund"  that is  currently  composed  of  individual  state
tax-exempt  funds  and one  insured  national  tax-exempt  fund,  including  AXP
Massachusetts  Tax-Exempt  Fund,  AXP Michigan  Tax-Exempt  Fund,  AXP Minnesota
Tax-Exempt Fund, AXP New York Tax-Exempt Fund, and AXP Ohio Tax-Exempt Fund (the
Funds). The Funds are non-diversified,  open-end management investment companies
as defined in the  Investment  Company Act of 1940 (as  amended).  Each Fund has
unlimited authorized shares of beneficial interest.

Each  Fund's  goal is to provide a high level of income  generally  exempt  from
federal income tax as well as from the respective  state and local income tax. A
portion of each Fund's assets may be invested in bonds whose interest is subject
to  the  alternative  minimum  tax  computation.  The  Funds  concentrate  their
investments in a single state and therefore may have more credit risk related to
the economic  conditions of the respective  state than Funds that have a broader
geographical diversification.

Each Fund offers Class A and Class B 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.

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

The Fund's significant accounting policies are summarized below:

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

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

Option transactions
To produce incremental earnings, protect gains and facilitate buying and selling
of securities for  investments,  the Funds 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 Funds
give  up  the  opportunity  for  profit  if the  market  price  of the  security
increases.  The risk in  writing a put option is that the Funds 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  Funds pay a premium  whether  or not the
option is exercised.  The Funds also have the additional risk of being unable to
enter into a closing  transaction if a liquid  secondary  market does not exist.
The  Funds  also  may  write  over-the-counter   options  where  completing  the
obligation depends upon the credit standing of the other party.

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

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

Upon entering into a futures contract,  the Funds are 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 Funds 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 Funds recognize a realized gain or loss when the contract is closed
or expires.

Securities purchased on a when-issued basis
Delivery and payment for  securities  that have been  purchased by the Fund on a
forward-commitment  or when-issued  basis can take place one month or more after
the transaction date. During this period,  such securities are subject to market
fluctuation,  and  they may  affect  the  Fund's  net  assets  the same as owned
securities.  The Fund  designates  cash or liquid  high-grade debt securities at
least  equal  to  the  amount  of its  commitment.  As of  Dec.  31,  1999,  AXP
Massachusetts  Tax-Exempt  Fund has  entered  into  outstanding  when-issued  or
forward commitments of $992,651.

Federal taxes
Each Fund's policy 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.  Each Fund is treated as a separate entity for federal income tax
purposes.

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

Dividends to shareholders
Dividends  from net  investment  income,  declared  daily and paid monthly,  are
reinvested  in  additional  shares of each 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.  Interest  income,  including  level-yield  amortization  of  premium  and
discount, is accrued daily.


2. EXPENSES AND SALES CHARGES
Each 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 each Fund's
average daily net assets in reducing percentages from 0.47% to 0.38% annually.

Under an  Administrative  Services  Agreement,  each  Fund  pays  AEFC a fee for
administration  and  accounting  services at a percentage of the Fund's  average
daily net assets in reducing  percentages from 0.04% to 0.02% annually.  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.  Each Fund pays
AECSC an annual fee per shareholder account for this service as follows:

o  Class A $19.50
o  Class B $20.50

Each Fund has  agreements  with American  Express  Financial  Advisors Inc. (the
Distributor)  for  distribution  and  shareholder  services.  Under  a Plan  and
Agreement of  Distribution,  each 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.
<PAGE>
Sales  charges  received  by  the  Distributor  for
distributing  the Funds'  shares for the six months ended Dec. 31, 1999,  are as
follows:

Fund                                          Class A                  Class B
California Tax-Exempt Fund                   $207,877                  $36,568
Massachusetts Tax-Exempt Fund                 145,052                   14,597
Michigan Tax-Exempt Fund                      125,967                    9,186
Minnesota Tax-Exempt Fund                     453,266                   37,152
New York Tax-Exempt Fund                       84,261                   19,550
Ohio Tax-Exempt Fund                           86,496                   20,843

During the six months  ended Dec. 31, 1999,  the Funds'  custodian  and transfer
agency fees were  reduced as a result of earnings  credits from  overnight  cash
balances as follows:

Fund                                        Reduction
California Tax-Exempt Fund                     $6,356
Massachusetts Tax-Exempt Fund                   9,344
Michigan Tax-Exempt Fund                        3,267
Minnesota Tax-Exempt Fund                      23,461
New York Tax-Exempt Fund                        3,666
Ohio Tax-Exempt Fund                            1,496

3. SECURITIES TRANSACTIONS
For the six months  ended Dec. 31, 1999,  cost of  purchases  and proceeds  from
sales  (other  than  short-term  obligations)  aggregated  for each  Fund are as
follows:

Fund                                        Purchases                 Proceeds
California Tax-Exempt Fund                $29,262,829               $45,481,802
Massachusetts Tax-Exempt Fund               5,626,285                 8,191,815
Michigan Tax-Exempt Fund                    5,636,038                 9,250,263
Minnesota Tax-Exempt Fund                  43,861,669                53,812,501
New York Tax-Exempt Fund                    7,342,016                11,896,778
Ohio Tax-Exempt Fund                        6,880,592                 9,151,980

Realized gains and losses are determined on an identified cost basis.

4. SHARE TRANSACTIONS
Transactions in shares of each Fund for the periods indicated are as follows:

                                               California Tax-Exempt Fund
                                             Six months ended Dec. 31, 1999
                                            Class A                     Class B
Sold                                       3,610,531                    615,261
Issued for reinvested distributions          790,360                     69,150
Redeemed                                  (6,691,941)                  (595,237)
                                          ----------                   --------
Net increase (decrease)                   (2,291,050)                    89,174

                                                  Year ended June 30, 1999
                                            Class A                     Class B
Sold                                       7,876,900                  1,618,457
Issued for reinvested distributions        1,573,110                    109,894
Redeemed                                  (6,741,823)                  (485,671)
                                          ----------                   --------
Net increase (decrease)                    2,708,187                  1,242,680


                                               Massachusetts Tax-Exempt Fund
                                              Six months ended Dec. 31, 1999
                                            Class A                     Class B
Sold                                       1,410,179                    576,053
Issued for reinvested distributions          276,871                     61,121
Redeemed                                  (2,233,070)                  (525,073)
                                          ----------                   --------
Net increase (decrease)                     (546,020)                   112,101

   Year ended June 30, 1999
                                            Class A                     Class B
Sold                                       3,046,475                  1,130,787
Issued for reinvested distributions          481,681                     95,959
Redeemed                                  (2,445,264)                  (425,397)
                                          ----------                   --------
Net increase (decrease)                    1,082,892                    801,349


                                                Michigan Tax-Exempt Fund
                                               Six months ended Dec. 31, 1999
                                            Class A                     Class B
Sold                                       1,183,433                    197,160
Issues for reinvested distributions          268,883                     22,505
Redeemed                                  (1,875,157)                  (139,195)
                                          ----------                   --------
Net increase (decrease)                     (422,841)                    80,470

                                                  Year ended June 30, 1999
                                            Class A                     Class B
Sold                                       1,952,027                    218,977
Issues for reinvested distributions          546,553                    194,235
Redeemed                                  (2,069,273)                  (111,961)
                                          ----------                   --------
Net increase (decrease)                      429,307                    301,251

                                                 Minnesota Tax-Exempt Fund
                                               Six months ended Dec. 31, 1999
                                            Class A                     Class B
Sold                                       6,685,752                  1,443,353
Issued for reinvested distributions        1,670,712                    180,816
Redeemed                                 (13,913,231)                (1,144,240)
                                         -----------                 ----------
Net increase (decrease)                   (5,556,767)                   479,929

                                                  Year ended June 30, 1999
                                            Class A                     Class B
Sold                                      15,143,882                  3,578,954
Issued for reinvested distributions        3,061,091                    264,909
Redeemed                                 (12,237,821)                  (942,705)
                                         -----------                   --------
Net increase (decrease)                    5,967,152                  2,901,158


                                                  New York Tax-Exempt Fund
                                               Six months ended Dec. 31, 1999
                                            Class A                     Class B
Sold                                       1,437,455                    575,197
Issued for reinvested distributions          358,241                     46,965
Redeemed                                  (2,788,407)                  (380,855)
                                          ----------                   --------
Net increase (decrease)                     (992,711)                   241,307

                                                  Year ended June 30, 1999
                                            Class A                     Class B
Sold                                       2,594,887                  1,048,359
Issued for reinvested distributions          667,318                     72,294
Redeemed                                  (3,294,574)                  (345,553)
                                          ----------                   --------
Net increase (decrease)                      (32,369)                   775,100


                                                    Ohio Tax-Exempt Fund
                                               Six months ended Dec. 31, 1999
                                            Class A                     Class B
Sold                                       1,046,375                    157,904
Issued for reinvested distributions          234,779                     24,321
Redeemed                                  (1,810,446)                  (261,834)
                                          ----------                   --------
Net increase (decrease)                     (529,292)                   (79,609)

                                                  Year ended June 30, 1999
                                            Class A                    C lass B
Sold                                       2,212,340                    596,770
Issued for reinvested distributions          460,278                     38,999
Redeemed                                  (2,061,123)                  (149,003)
                                          ----------                   --------
Net increase (decrease)                      611,495                    486,766

5. INTEREST RATE FUTURES CONTRACTS
Investments  in securities as of Dec. 31, 1999,  included  securities  that were
valued and pledged as collateral to cover initial margin deposits, (see "Summary
of significant accounting policies") as follows:

                                                                      Open
                                      Market value               purchase (sale)
Fund                                 of collateral                  contracts
California Tax-Exempt Fund            $   196,694                       (30)
Massachusetts Tax-Exempt Fund              81,750                        37
Michigan Tax-Exempt Fund                1,652,763                        40
Minnesota Tax-Exempt Fund                 195,156                        66
New York Tax-Exempt Fund                  231,728                        81
Ohio Tax-Exempt Fund                    1,513,920                        40

The market value of the open purchase  contracts  (sale contracts for California
Tax-Exempt Fund) as of Dec. 31, 1999, was as follows:

                                                                         Net
                                      Market value                   unrealized
Fund                                   of futures                    gain (loss)
California Tax-Exempt Fund             $2,774,063                  $       (745)
Massachusetts Tax-Exempt Fund           3,421,344                       (53,742)
Michigan Tax-Exempt Fund                3,698,750                       (58,222)
Minnesota Tax-Exempt Fund               6,102,938                       (96,076)
New York Tax-Exempt Fund                7,489,969                      (117,449)
Ohio Tax-Exempt Fund                    3,698,750                       (58,411)

The  Funds  maintain,  in a  segregated  account  with its  custodian,  advanced
refunded  bonds  with at least a market  value  equal to the  value of open long
futures contracts. Advanced refunded bonds are highly liquid, usually covered by
government securities, which will be refunded at the bond's first call date.

6. CAPITAL LOSS CARRYOVER
For federal income tax purposes,  capital loss  carryovers were as follows as of
June 30, 1999:

Fund                                    Carryover              Expiration date
California Tax-Exempt Fund              $1,940,553                  2006-2008
Massachusetts Tax-Exempt Fu                207,717                    2008
Michigan Tax-Exempt Fund                   233,234                    2008
Minnesota Tax-Exempt Fund                1,997,741                  2005-2008
New York Tax-Exempt Fund                 1,342,074                  2005-2008
Ohio Tax-Exempt Fund                       182,633                  2005-2008

It is unlikely  the board will  authorize  a  distribution  of any net  realized
capital gains for a Fund until the  respective  capital loss  carryover has been
offset or expires.

7. BANK BORROWINGS
Each Fund has a revolving credit  agreement with U.S. Bank,  N.A.,  whereby each
Fund is permitted to have bank borrowings for temporary or emergency purposes to
fund shareholder redemptions.  Each 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 each 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.  Each  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. Each Fund had no borrowings outstanding during the
six months ended Dec. 31, 1999.
<PAGE>
<TABLE>
<CAPTION>

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

AXP California Tax-Exempt Trust
AXP California Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa
                                                              Class  A                               Class B
<S>                                               <C>    <C>    <C>   <C>   <C>        <C>     <C>     <C>     <C>     <C>
                                                  1999b  1999   1998  1997  1996       1999b   1999    1998    1997    1996
Net asset value, beginning of period             $5.18  $5.35  $5.24 $5.15 $5.16      $5.18   $5.35   $5.24   $5.15   $5.16
Income from investment operations:
Net investment income (loss)                       .13    .27    .29   .29   .28        .11     .22     .25     .25     .24
Net gains (losses) (both realized and unrealized) (.28)  (.17)   .11   .10   .02       (.28)   (.17)    .11     .10     .02
Total from investment operations                  (.15)   .10    .40   .39   .30       (.17)    .05     .36     .35     .26
Less distributions:
Dividends from net investment income              (.13)  (.27)  (.29) (.29) (.28)      (.11)   (.22)   (.25)   (.25)   (.24)
Distributions from realized gains                   --     --     --  (.01) (.03)        --      --      --    (.01)   (.03)
Total distributions                               (.13)  (.27)  (.29) (.30) (.31)      (.11)   (.22)   (.25)   (.26)   (.27)
Net asset value, end of period                   $4.90  $5.18  $5.35 $5.24 $5.15      $4.90   $5.18   $5.35   $5.24   $5.15

Ratios/supplemental data
Net assets, end of period (in millions)           $221   $246   $239  $232  $234        $20     $21     $15     $10      $6
Ratio of expenses to average daily net assetsd    .84%c  .79%   .75%  .77%  .80%       1.60%c 1.53%   1.50%   1.52%   1.57%
Ratio of net investment income (loss)
to average daily net assets                      5.07%c 4.97%  5.24% 5.64% 5.40%       4.32%c 4.23%   4.50%   4.94%   4.64%
Portfolio turnover rate
(excluding short-term securities)                  12%    16%    15%   14%   15%         12%    16%     15%     14%     15%
Total returne                                   (3.04%) 1.80%  7.72% 7.77% 6.00%      (3.39%) 1.03%   6.94%   6.95%   5.19%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa
                                                              Class  A                                   Class B
                                                  1999b   1999   1998   1997  1996         1999b   1999    1998    1997    1996
<S>                                              <C>     <C>    <C>    <C>   <C>          <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of period             $5.39   $5.56  $5.42  $5.30 $5.27        $5.39   $5.56   $5.42   $5.30   $5.27
Income from investment operations:
Net investment income (loss)                       .14     .27    .29    .29   .28          .12     .23     .24     .25     .24
Net gains (losses) (both realized and unrealized) (.33)   (.17)    14    .12   .03         (.33)   (.17)    .14     .12     .03
Total from investment operations                  (.19)    .10    .43    .41   .31         (.21)    .06     .38     .37     .27
Less distributions:
Dividends from net investment income              (.14)   (.27)  (.29)  (.29) (.28)        (.12)   (.23)   (.24)   (.25)   (.24)
Net asset value, end of period                   $5.06   $5.39  $5.56  $5.42 $5.30        $5.06   $5.39   $5.56   $5.42   $5.30

 Ratios/supplemental data
Net assets, end of period (in millions)            $63     $70    $67    $67   $68          $16     $17     $13      $8      $6
Ratio of expenses to average daily net assetsd    .87%c   .81%   .82%   .84%  .86%        1.63%c  1.56%   1.57%   1.59%   1.63%
Ratio of net investment income (loss)
to average daily net assets                      5.25%c  4.99%  5.17%  5.32% 5.26%        4.49%c  4.25%   4.43%   4.58%   4.51%
Portfolio turnover rate
(excluding short-term securities)                   7%     5%      9%     8%    6%           7%      5%      9%      8%      6%
Total returne                                   (3.53%) 1.72%   8.13%  7.81% 5.96%       (3.90%)   .96%   7.32%   7.00%   5.19%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP Michigan Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa
                                                            Class  A                                   Class B
<S>                                             <C>    <C>    <C>    <C>    <C>          <C>     <C>     <C>     <C>     <C>
                                                1999b  1999   1998   1997   1996         1999b   1999    1998    1997    1996
Net asset value, beginning of per iod          $5.38  $5.57  $5.44  $5.36  $5.39        $5.38   $5.57   $5.44   $5.36   $5.39
Income from investment operations:
Net investment income (loss)                     .14    .28    .29    .29    .30          .12     .24     .25     .25     .25
Net gains (losses)
(both realized and unrealized)                  (.31)  (.17)   .13    .08    .04         (.31)   (.17)    .13     .08     .04
Total from investment operations                (.17)   .11    .42    .37    .34         (.19)    .07     .38     .33     .29
Less distributions:
Dividends from net investment income            (.14)  (.28)  (.29)  (.29)  (.30)        (.12)   (.24)   (.25)   (.25)   (.25)
Distributions from realized gains                --    (.02)    --     --   (.07)          --    (.02)     --     --     (.07)
Total distributions                             (.14)  (.30)  (.29)  (.29)  (.37)        (.12)   (.26)   (.25)   (.25)   (.32)
Net asset value, end of period                 $5.07  $5.38  $5.57  $5.44  $5.36        $5.07   $5.38   $5.57   $5.44   $5.36

Ratios/supplemental data
Net assets, end of period (in millions)          $70    $77    $77    $77    $79           $7      $7      $5      $4      $3
Ratio of expenses to average daily net assetsd  .90%c  .83%   .82%   .81%   .82%        1.66%c  1.59%   1.57%   1.56%   1.59%
Ratio of net investment income
(loss) to average daily net assets             5.24%c 5.00%  5.19%  5.38%  5.37%        4.49%c  4.25%   4.44%   4.65%   4.63%
Portfolio turnover rate
(excluding short-term securities)                 7%    20%    10%    21%    29%           7%     20%     10%     21%     29%
Total returne                                 (3.18%) 1.92%  7.66%  7.12%  6.30%       (3.57%)  1.17%   6.86%   6.32%   5.57%

a For a share outstanding throughout the period.  Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP Minnesota Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa
                                                            Class  A                               Class B
<S>                                             <C>    <C>    <C>     <C>    <C>       <C>    <C>     <C>     <C>     <C>
                                                1999b  1999   1998    1997   1996      1999b  1999   1998    1997    1996
Net asset value, beginning of period           $5.26  $5.41  $5.30   $5.20  $5.19     $5.26  $5.41  $5.30   $5.20   $5.19
Income from investment operations:
Net investment income (loss)                     .14    .29    .30     .31    .30       .12    .25    .26     .27     .26
Net gains (losses)
(both realized and unrealized)                  (.31)  (.15)   .11     .10    .01      (.31)  (.15)   .11     .10     .01
Total from investment operations                (.17)   .14    .41     .41    .31      (.19)   .10    .37     .37     .27
Less distributions:
Dividends from net investment income            (.14)  (.29)  (.30)   (.31)  (.30)     (.12)  (.25)  (.26)   (.27)   (.26)
Net asset value, end of period                 $4.95  $5.26  $5.41   $5.30  $5.20     $4.95  $5.26  $5.41   $5.30   $5.20

Ratios/supplemental data
Net assets, end of period (in millions)         $354   $406   $385    $376   $393       $45    $46    $31     $22     $16
Ratio of expenses to average daily net assetsd  .83%c  .78%   .75%    .75%   .80%     1.59%c 1.54%  1.50%   1.50%   1.57%
Ratio of net investment income (loss)
to average daily net assets                    5.60%c 5.37%  5.61%   5.81%  5.66%     4.85%c 4.61%  4.86%   5.05%   4.94%
Portfolio turnover rate
(excluding short-term securities)                10%    13%     8%     14%    13%       10%    13%     8%     14%     13%
Total returne                                 (3.20%) 2.62%  7.96%   8.06%  5.99%    (3.57%) 1.85%  7.17%   7.23%   5.20%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP New York Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa
                                                              Class A                            Class B
<S>                                               <C>    <C>   <C>   <C>   <C>      <C>     <C>    <C>   <C>   <C>
                                                  1999b  1999  1998  1997  1996     1999b   1999   1998  1997  1996
Net asset value, beginning of period             $5.15  $5.29 $5.15 $5.06 $5.09    $5.15   $5.29  $5.15 $5.06 $5.09
Income from investment operations:
Net investment income (loss)                       .13    .25   .27   .28   .29      .11     .21    .23   .25   .25
Net gains (losses) (both realized and unrealized) (.30)  (.14)  .14   .09  (.03)    (.30)   (.14)   .14   .09  (.03)
Total from investment operations                  (.17)   .11   .41   .37   .26     (.19)    .07    .37   .34   .22
Less distributions:
Dividends from net investment income              (.13)  (.25) (.27) (.28) (.29)    (.11)   (.21)  (.23) (.25) (.25)
Net asset value, end of period                   $4.85  $5.15 $5.29 $5.15 $5.06    $4.85   $5.15  $5.29 $5.15 $5.06

 Ratios/supplemental data
Net assets, end of period (in millions)            $92   $102  $105  $108  $115      $14     $14    $10    $8    $5
Ratio of expenses to average daily net assetsd    .92%c  .82%  .79%  .81%  .82%    1.65%c  1.57%  1.55% 1.56% 1.59%
Ratio of net investment income (loss)
to average daily net assets                      5.17%c 4.93% 5.22% 5.55% 5.51%    4.44%c  4.20%  4.47% 4.81% 4.79%
Portfolio turnover rate
(excluding short-term securities)                   7%     8%   10%   12%    9%       7%      8%    10%   12%    9%
Total returne                                   (3.28%) 2.04% 8.20% 7.60% 5.23%   (3.65%)  1.28%  7.35% 6.80% 4.40%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP Ohio Tax-Exempt Fund

Fiscal period ended June 30,
Per share income and capital changesa
                                                              Class  A                                 Class B
<S>                                               <C>    <C>    <C>    <C>    <C>        <C>     <C>     <C>     <C>     <C>
                                                  1999b  1999   1998   1997   1996       1999b   1999    1998    1997    1996
Net asset value, beginning of period             $5.36  $5.50  $5.38  $5.28  $5.28      $5.36   $5.50   $5.38   $5.28   $5.28
Income from investment operations:
Net investment income (loss)                       .14    .27    .29    .29    .29        .12     .23     .24     .25     .24
Net gains (losses) (both realized and unrealized) (.30)  (.14)   .12    .10    .01       (.30)   (.14)    .13     .10     .01
Total from investment operations                  (.16)   .13    .41    .39    .30       (.18)    .09     .37     .35     .25
Less distributions:
Dividends from net investment income              (.14)  (.27)  (.29)  (.29)  (.29)      (.12)   (.23)   (.25)   (.25)   (.24)
Distributions from realized gains                   --     --     --     --   (.01)        --      --      --      --    (.01)
Total distributions                               (.14)  (.27)  (.29)  (.29)  (.30)      (.12)   (.23)   (.25)   (.25)   (.25)
Net asset value, end of period                   $5.06  $5.36  $5.50  $5.38  $5.28      $5.06   $5.36   $5.50   $5.38   $5.28

Ratios/supplemental data
Net assets, end of period (in millions)            $62    $69    $67    $67    $72         $7      $8      $5      $4      $2
Ration of expenses to average daily net assetsd   .89%c  .88%    83%   .83%   .85%      1.65%c  1.63%   1.59%   1.59%   1.59%
Ratio of net investment income (loss)
to average daily net assets                      5.23%c 5.02%  5.22%  5.46%  5.35%      4.47%c  4.27%   4.47%   4.74%   4.63%
Portfolio turnover rate
(excluding short-term securities)                  10%     5%    10%     9%    24%        10%      5%     10%      9%     24%
Total returne                                   (3.10%) 2.50%  7.79%  7.43%  5.76%     (3.49%)  1.75%   6.98%   6.62%   4.96%

a For a share outstanding throughout the period.  Rounded to the nearest cent.
b Six months ended Dec. 31, 1999 (Unaudited).
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Investments in Securities

AXP California Tax-Exempt Fund
Dec. 31, 1999 (Unaudited)

(Percentages represent value of investments compared to net assets)

Municipal bonds (96.8%)
Name of issuer and title of issue(b,c)                       Coupon            Principal            Value(a)
rate  amount
ABAG Financial Authority for Nonprofit Corporations
   Certificate of Participation International School
   Series 1996
<S>                                                           <C>             <C>                  <C>
      05-01-26                                                7.38%           $2,200,000           $2,252,932
Alhambra City Elementary School District
   Los Angeles County Election of 1999
   General Obligation Bonds Zero Coupon
   Series 1999A (FSA Insured)
      09-01-22                                                5.95            1,055,000(e)            261,471
Alta Loma School District Unlimited Tax
   Capital Appreciation General Obligation Bonds
   Zero Coupon Series 1999A (FGIC Insured)
      08-01-23                                                5.69            2,600,000(e)            607,646
Anaheim Public Finance Authority
   Capital Appreciation Improvement Revenue Bonds
   Zero Coupon Series 1997C (FSA Insured)
      09-01-25                                                5.61            2,170,000(e)            448,257
Anaheim Public Finance Authority
   Revenue Bonds Electric Utilities
   San Juan Series 2 (FGIC Insured)
      10-01-22                                                5.75           11,100,000            10,824,053
Brea Public Financing Authority Water Refunding Bonds
   (FGIC Insured)
      07-01-21                                                4.75            1,000,000               835,300
Brea Redevelopment Agency Tax Allocation Refunding Bonds
   Redevelopment Project AB (MBIA Insured)
      08-01-17                                                5.50            1,800,000             1,716,084
Burbank Redevelopment Agency Tax Allocation Bonds
   Golden State Series 1993A
      12-01-23                                                6.00            2,000,000             1,938,240
Chapman College Educational Facilities Authority
   Revenue Bonds Series 1991B
      01-01-18                                                7.50              500,000               526,395
Clearlake Redevelopment Agency
   Highlands Park Community Development
   Tax Allocation Bonds Series 1993
      10-01-23                                                6.40            1,420,000             1,378,380
Community Development Authority Health Facilities
   Unihealth America Certificate of Participation
   Series 1993 Inverse Floater (AMBAC Insured)
      10-01-11                                                7.77            5,000,000(f)          5,387,500
Contra Costa County Residential Rent Facility
   Multi-family Housing Revenue Bonds Cypress Meadows
   Series 1998E A.M.T.
      09-01-28                                                7.00            2,000,000             1,736,240
Corona Community Facilities District 90-1
   Special Tax Refunding Bonds Series 1998A
      09-01-20                                                4.70            1,905,000             1,586,484
East Bay Municipal Utility District
   Water Systems Revenue Bonds
   (MBIA Insured)
      06-01-28                                                4.75            2,695,000             2,182,788
Eastern Municipal Water District Riverside County
   Water & Sewer Pre-refunded Revenue
   Certificates of Participation Series 1991 (FGIC Insured)
      07-01-20                                                6.50            3,000,000             3,149,850
Eastern Municipal Water District Riverside County
   Water & Sewer Revenue Certificates of Participation
   Series 1991
      07-01-23                                                6.00            1,000,000             1,042,310
El Centro Financial Authority Water & Wastewater
   Revenue Bonds Series 1997A (AMBAC Insured)
      10-01-27                                                5.13            1,200,000             1,046,580
El Monte Department Public Social Services Facility
   Certificates of Participation (AMBAC Insured)
      06-01-30                                                4.75            1,500,000             1,202,160
Encinitas Unified School District
   Unlimited General Obligation Bonds
   Zero Coupon Series 1996 (MBIA Insured)
      08-01-15                                                5.85            2,500,000(e)          1,010,225
      08-01-16                                                5.85            1,000,000(e)            375,170
Folsom Special Tax  Refunding Bonds
   Community Facilities District 10
      09-01-24                                                7.00            3,000,000             2,948,460
Fontana Redevelopment Agency
   Refunding Certificate of Participation
   Police Facility Series 1993
      04-01-16                                                5.63            4,500,000             4,285,530
Fontana Unified School District
   San Bernardino County General Obligation
   Convertible Capital Appreciation Bonds
   Series 1995C (FGIC Insured)
      05-01-20                                                6.15            3,470,000             3,529,753
Fontana Unified School District
   Unlimited Tax General Obligation Bonds
   Zero Coupon Series D (FGIC Insured)
      05-01-22                                                6.28            2,000,000(g)          1,868,180
Foothill/Eastern Transportation Corridor Agency
   Toll Road Senior Lien Revenue Bonds Series 1995A
      01-01-34                                                6.00            1,775,000             1,900,368
Fresno Unified School District
   Fresno County Refunding General Obligation
   Bonds Series 1999C (MBIA Insured)
      08-01-22                                                5.90            2,000,000             2,004,840
Garden Grove Agency Community Development
   Tax Allocation Refunding Bonds
   Garden Grove Community
      10-01-23                                                5.88            3,000,000             2,791,440
Garden Grove Certificates of Participation
   Bahia Village/Emerald Isle
   (FSA Insured)
      08-01-23                                                5.70            2,660,000             2,566,980
Hemet Redevelopment Agency Tax Allocation
   Bonds Series 1999A (AMBAC Insured)
      09-15-28                                                4.75            2,390,000             1,933,414
Huntington Beach Certificate of Participation Revenue Bonds
   Civic Center Refinancing (AMBAC Insured)
      08-01-16                                                5.50            1,715,000             1,664,116
Infrastructure & Economic Development Bank
   Revenue Bonds American Center for Wine, Foods & Arts
   (ACA Insured)
      12-01-19                                                5.70            2,500,000             2,348,750
Inglewood Redevelopment Agency Revenue Bonds
   Series 1998A (AMBAC Insured)
      05-01-23                                                5.25            1,100,000               993,190
Intercommunity Hospital Finance Authority
   Certificate of Participation (ACA Insured)
      11-01-19                                                5.25            4,000,000             3,536,040
Irwindale Redevelopment Agency Sub Lien
   Tax Allocation Bonds Series 1996
      12-01-19                                                7.00            1,700,000             1,766,300
Janesville Union School District
   Lassen County General Obligation Bonds
   Series 1996
      08-01-21                                                6.45              865,000(d)            850,702
La Mirada Redevelopment Agency Special Tax
  Refunding Revenue Bonds Community Facilities
   District 89-1 Series 1998
      10-01-20                                                5.70            1,000,000               898,340
Lake Elsinore Public Finance Authority
   Local Agency Revenue Bonds Series 1997F
      09-01-20                                                7.10            3,000,000             3,033,780
Lake Elsinore Public Finance Authority
   Tax Allocation Revenue Bonds Series 1999A
      09-01-30                                                5.50            2,500,000             2,128,425
Lake Elsinore Redevelopment Agency
   Community Facilities District 90
   Tuscany Hills Public Improvements
   Special Tax Parity Bonds Series 1999A
      10-01-24                                                6.05            2,000,000             1,815,120
Lake Elsinore School Finance Authority
   Revenue Bonds Series 1997
      09-01-19                                                6.13            1,235,000             1,194,492
Las Virgenes Unified School District
   Los Angeles County Capital Appreciation
   General Obligation Bonds Zero Coupon Series 1997B
   (FSA Insured)
      11-01-21                                                5.67            1,800,000(e)            470,574
      11-01-22                                                5.68            2,300,000(e)            564,213
      11-01-23                                                5.68            2,945,000(e)            677,733
Los Angeles County Schools Regionalized
   Business Services Pooled Financing Program
   Certificate of Participation Series 1999A
   (AMBAC Insured)
      08-01-27                                                5.97            2,410,000               436,282
Los Angeles Department of Airports Revenue Bonds
   Los Angeles International Airport Series 1995D
   (FGIC Insured) A.M.T.
      05-15-15                                                5.50            1,000,000               966,720
Los Angeles Department of Water & Power
   Waterworks Refunding Revenue Bonds
   Series 2 (Secondary FGIC Insured)
      05-15-18                                                4.50            3,000,000             2,473,830
Los Angeles Multi-family Housing Revenue Bonds
   Park Parthenia Series 1986A
   (GNMA Insured) A.M.T.
      01-20-22                                                7.40            1,000,000             1,017,340
LosAngeles  Single Family Home Mortgage  Revenue Bonds
   Series 1991A (GNMA & FNMA
   Insured) A.M.T.
      06-01-25                                                6.88              745,000               759,095
Los Angeles State Harbor Revenue Bonds
   Escrowed to Maturity
      10-01-18                                                7.60            1,000,000             1,200,170
Los Angeles State Harbor Revenue Bonds
   Series 1996B (MBIA Insured) A.M.T.
      11-01-19                                                5.38            2,000,000             1,821,460
      11-01-23                                                5.38            1,300,000             1,158,391
Los Angeles Wastewater System
   Refunding Revenue Bonds Series D (FGIC Insured)
      11-01-17                                                4.70            1,000,000               854,450
Los Angeles Water & Power
   Electric Plant Revenue Bonds Series 1990
      05-15-30                                                7.13            6,500,000             6,697,989
Millbrae Residential Facility Revenue Bonds
   Magnolia of Millbrae Series 1997A A.M.T.
      09-01-27                                                7.38            2,500,000             2,473,450
Modesto Irrigation District Finance Authority
   Refunding Revenue Bonds Domestic Water
   Series 1998D (AMBAC Insured)
      09-01-22                                                4.75            2,000,000             1,659,900
Mount Diablo Hospital District Hospital
   Pre-refunded Revenue Bonds
   Series 1990A (AMBAC Insured)
      12-01-17                                                7.00            3,000,000             3,140,220
North City West Community School Facility
   Authority Special Tax Refunding Revenue Bonds
   Series 1995B (CGIC Insured)
      09-01-15                                                5.75            1,000,000             1,006,690
Northern California Transmission Agency
   California-Oregon Transmission
   Pre-refunded Revenue Bonds
   Series 1990A (MBIA Insured)
      05-01-24                                                7.00            2,000,000             2,049,780
Northern California Transmission Select Auction
   Variable Rate Security & Residual Interest
   Revenue Bonds Inverse Floater (MBIA Insured)
      04-29-24                                                5.50            4,500,000(f)          4,191,840
Novato Community Facility District 1 Vintage Oaks
   Public Improvement Special Tax Refunding Bonds
      08-01-21                                                7.25            2,000,000             2,061,380
Orange County  Special Tax Community  Facilities Bonds
   Aliso Veijo District 88-1 Series 1992A
      08-15-18                                                7.35            3,000,000             3,265,560
Oxnard Certificates of Participation
   Series 1999 (AMBAC Insured)
      06-01-28                                                4.75            1,250,000             1,009,588
Pittsburg Infrastructure Finance Authority
   Reassessment Revenue Improvement Bonds
   Series 1998A
      09-02-24                                                5.60            1,465,000             1,251,652
Pittsburg Redevelopment Agency Tax Allocation Bonds
   Los Medanos Community Development Zero Coupon
   (AMBAC Insured)
      08-01-24                                                6.05            2,100,000(e)            459,249
Pleasanton Joint Powers Financing Authority Reassessment
   Revenue Bonds Series 1993A
      09-02-12                                                6.15            1,765,000             1,784,980
Port of Oakland Refunding Revenue Bonds
   Series 1997G (MBIA Insured) A.M.T.
      11-01-25                                                5.38            3,080,000             2,750,902
Poway Unified School District Special Tax
   Refunding Bonds Community Facilities
   District 1 (MBIA Insured)
      10-01-23                                                4.75            2,500,000             2,063,000
Rancho Mirage Joint Powers Finance Authority
   Certificate of Participation Eisenhower Memorial Hospital
      03-01-22                                                7.00            4,250,000             4,546,310
Redding Redevelopment Agency Tax Allocation
   Refunding Bonds Canby Hilltop Cypress
   Series D (CGIC Insured)
      09-01-23                                                5.00            4,700,000             4,056,523
Redwood City Elementary School District Capital
   Appreciation General Obligation Bonds
   San Mateo County Zero Coupon
   Series 1997 (FGIC Insured)
      08-01-20                                                5.65            5,475,000(e)          1,564,262
Richmond Elementary School District
   Lassen County General Obligation Bonds
   Series 1996
      08-01-21                                                6.50              649,000               651,492
Richmond Joint Powers Financing Authority
   Leases and Gas Tax Refunding Revenue Bonds
   Series 1995A
      05-15-13                                                5.25            2,000,000             1,905,640
Riverside County Certificates of Participation
   (MBIA Insured)
      12-01-21                                                5.00            1,530,000             1,332,951
Rural Home Mortgage Financing Authority
    Single Family Mortgage Revenue Bonds
    3rd Series 1997A (GNMA Insured) A.M.T.
      09-01-29                                                7.00            1,425,000             1,527,657
Rural Home Mortgage Financing Authority
 Single Family Mortgage Revenue Bonds
 4th Series 1998B (FNMA/GNMA Insured) A.M.T.
     12-01-29                                                 5.75            1,455,000             1,452,978
Sacramento Cogeneration Authority
   Pre-refunded Revenue Bonds
   Procter & Gamble
      07-01-10                                                6.38              500,000               546,395
Sacramento Cogeneration Authority
   Unrefunded Revenue Bonds
   Procter & Gamble
      07-01-10                                                6.38              500,000               520,055
Sacramento County Certificates of Participation
   Refunding Bonds Public Facilities (AMBAC Insured)
      10-01-27                                                4.75            2,000,000             1,619,360
Sacramento Municipal Utility District Pre-refunded Bonds
   Series Y (MBIA Insured)
      09-01-19                                                6.75            3,400,000             3,593,970
Sacramento Power Authority Cogeneration
   Revenue Bonds Campbell Soup Series 1995
      07-01-22                                                6.00            1,000,000               936,840
San Diego Community Facilities District 1
   Special Tax (MBIA Insured)
      09-01-20                                                4.75            2,000,000             1,678,880
San Diego County Capital Asset Lease
   Certificate of Participation
   Series 1993 Inverse Floater (AMBAC Insured)
      09-01-07                                                7.47            3,200,000(f)          3,444,000
San Diego County Water Authority
   Revenue Bonds Certificates of Participation
   Series 1998A (FGIC Insured)
      05-01-24                                                4.50            2,500,000             1,964,225
San Francisco City & County Airport Commission
   International Airport Revenue Bonds Issue 15B
   2nd Series 1998 (MBIA Insured)
      05-01-20                                                4.90            2,000,000             1,720,260
      05-01-25                                                4.50            1,500,000             1,179,375
San Francisco City & County Airport Commission
   International Airport Refunding Revenue Bonds Issue 20
   2nd Series 1998
      05-01-26                                                4.50            6,250,000             4,892,563
San Jose Redevelopment Agency Merged Area
   Redevelopment Tax Allocation Bonds
   Series 1993 (MBIA Insured)
      08-01-24                                                4.75            3,055,000             2,509,591
San Jose Redevelopment Agency Merged Area
   Redevelopment Tax Allocation Bonds
   Series 1999 (AMBAC Insured)
      08-01-23                                                4.75            3,000,000             2,477,370
San Jose Redevelopment Agency Merged Area
   Tax Allocation Bonds Series 1993 Inverse Floater
   (MBIA Insured)
      08-01-14                                                7.41            3,000,000(f)          2,850,000
San Juan Unified School District
   Unlimited Tax General Obligation Bonds
   Zero Coupon Series 1999
      08-01-21                                                5.68              820,000(e)            213,184
      08-01-23                                                5.70            1,820,000(e)            415,743
      08-01-24                                                5.78            1,810,000(e)            387,431
San Rafael Redevelopment Agency Tax Allocation
   Capital Appreciation Bonds Zero Coupon
   (AMBAC Insured)
      12-01-18                                                5.58            1,440,000(e)            458,698
      12-01-19                                                5.58            1,440,000(e)            428,458
      12-01-20                                                5.60            1,440,000(e)            399,902
      12-01-21                                                5.60            1,440,000(e)            374,544
San Ysidro School District General Obligation Bonds
   San Diego County Series 1997 (AMBAC Insured)
      08-01-21                                                6.13            1,000,000             1,023,250
Santa Clara County Mountain View
   Los Altos Union High School District Unlimited Tax
   General Obligation Bonds Series A
      08-01-15                                                5.75            1,200,000             1,208,724
Santa Cruz Certificate of Participation
      08-01-07                                                8.38            1,050,000             1,063,703
Santa Monica-Malibu Unified School District
   Capital Appreciation General Obligation Bonds
   Los Angeles County Zero Coupon Series 1999 (FGIC Insured)
      08-01-22                                                5.38            7,300,000(e)          1,834,490
Santa Nella County Water District Improvement
   Limited Obligation Refunding Improvement Bonds
   Series 1998
      09-02-28                                                6.25            2,450,000             2,224,282
Saratoga School District Capital Appreciation
   Unlimited Tax General Obligation Bonds
   Zero Coupon Series 1999B (MBIA Insured)
      09-01-20                                                5.90            1,370,000(e)            386,326
Sierra Madre Finance Authority Water & Sewer
   Refunding Revenue Bonds Series 1998A (MBIA Insured)
      11-01-18                                                5.00            2,010,000             1,791,111
South Tahoe Joint Powers Financing Authority
   Refunding Revenue Bonds Series 1995B
      10-01-20                                                6.25            2,700,000             2,626,344
Southern California Home Financing Authority
   Single Family Mortgage Revenue Bonds 1990B
   (GNMA Insured) A.M.T.
      03-01-24                                                7.75              335,000               343,841
Southern California Metropolitan Water District
   Waterworks Revenue Bonds Series 1998A
      07-01-22                                                4.75            3,750,000             3,102,900
Southern California Public Power Authority Transmission
   Special Bonds
      07-01-12                                                6.00            2,700,000             2,773,737
State Department Water Resource
   Water Systems Revenue Bonds Center Valley
   Series 1995O
      12-01-18                                                4.75            2,000,000             1,705,300
State Department Water Resource
   Water Systems Revenue Bonds Central Valley
   Series L
      12-01-23                                                5.50            3,000,000             2,799,840
State Department Water Resources
   Water Systems Refunding Revenue Bonds
   Central Valley Series 1997S
      12-01-22                                                5.00            1,000,000               866,230
State Education Facility Authority
   Revenue Bonds Pomona College
      02-15-17                                                6.00            3,000,000             3,024,750
State Education Facility Authority
   Revenue Bonds Series 1997B
      04-01-21                                                6.30            1,000,000               996,860
State Public Works Board California Community
   Colleges Lease Pre-refunded Revenue Bonds
   Series 1994B
      03-01-19                                                7.00            2,000,000             2,214,420
State Public Works Board Lease Revenue Bonds
   Department of Correction Substance Abuse Treatment
   Facility & State Prison at Corcoran Series 1996A
   (AMBAC Insured)
      01-01-21                                                5.25            1,870,000             1,701,719
State Public Works Board University of California Lease
   Pre-refunded Revenue Bonds Series 1990A
      09-01-15                                                7.00            2,250,000             2,339,258
State University Refunding Revenue Bonds
   Series C (AMBAC Insured)
      09-01-23                                                5.00            2,000,000             1,728,420
State Unlimited Tax General Obligation Bonds
      12-01-28                                                4.75            1,000,000               803,820
State Unlimited Tax General Obligation Bonds
   (Secondary FGIC Insured)
      09-01-23                                                4.75            1,325,000             1,093,761
State Unlimited Tax General Obligation Refunding Bonds
      02-01-21                                                5.00            3,000,000             2,614,470
Statewide Community Development Authority
   Revenue Certificate of Participation
   St. Joseph Health System Group
      07-01-15                                                6.50            5,500,000             6,007,704
Stockton Single Family Mortgage Revenue Bonds
   Series 1990A (GNMA Insured) A.M.T.
      02-01-23                                                7.50               90,000                91,070
Upland Certificate of Participation Water System
   Refunding Bonds (FGIC Insured)
      08-01-16                                                6.60            1,000,000             1,045,940
Vallejo Certificates of Participation Touro University
      06-01-29                                                7.38            2,000,000             1,975,440
West Sacramento Financing Authority
   Special Tax Revenue Bonds Series 1999F
      09-01-29                                                6.10            3,000,000             2,668,110

Total municipal bonds
(Cost: $233,966,885)
                                                                                                 $233,537,200

Orange County Improvement District 88
   Societe Generale V.R.
      09-02-18                                               4.25             3,500,000             3,500,000
State Health Facilities St. Joseph Health Systems
   V.R. Series 1991B
      07-01-09                                               4.20               900,000               900,000

Total municipal notes
(Cost: $4,400,000)                                                                                 $4,400,000

Total investments in securities
(Cost: $238,366,885)(i)                                                                          $237,937,200
</TABLE>
<PAGE>
Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
     statements.
(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
     identify the insurer of the issue:

ACA     -- ACA  Financial  Guaranty  Corporation
AMBAC   -- American  Municipal  Bond Association Corporation
BIG     -- Bond Investors Guarantee
CGIC    -- Capital Guaranty Insurance  Company
FGIC    -- Financial  Guarantee  Insurance  Corporation
FHA     -- Federal Housing Authority
FNMA    -- Federal National  Mortgage  Association
FSA     -- Financial  Security Assurance
GNMA    -- Government  National Mortgage  Association
MBIA    -- Municipal Bond Investors  Assurance

(c) The following  abbreviations may be used in the portfolio descriptions:
A.M.T.  -- Alternative Minimum Tax -- As of Dec. 31, 1999, the value of
           securities subject to alternative  minimum tax represented
           6.67% of net assets.
B.A.N.  -- Bond Anticipation Note
C.P.    -- Commercial Paper
R.A.N.  -- Revenue Anticipation Note
T.A.N.  -- Tax Anticipation Note
T.R.A.N.-- Tax & Revenue Anticipation Note
V.R.    -- Variable Rate
V.R.D.B.-- Variable Rate Demand Bond
V.R.D.N.-- Variable Rate Demand Note

(d) Partially pledged as initial margin deposit on the following open interest
rate futures contracts  (see Note 5 to the financial statements):

Type of security                                              Notional Amount
Sales contracts
Municipal Bonds, March 2000                                      $3,000,000

(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.
(f)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases (decreases) in the same magnitude as, or in a
multiple of, a decline (increase) in market short-term rates. Interest rate
disclosed is the rate in effect on Dec. 31, 1999. Inverse floaters in the
aggregate represent 6.57% of the Fund's net assets as of Dec. 31, 1999.
(g) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed represents the annualized  effective yield from the date
of acquisition to interest reset date disclosed.
(h) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor, if indicated in parentheses, after a day or a week's  notice.  The
maturity date disclosed  represents  the final  maturity. Interest rate varies
to reflect current market conditions; rate shown is the effective rate on
Dec. 31, 1999.
(i) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately  $238,367,000  and  the  approximate  aggregate  gross unrealized
appreciation and depreciation  based on that cost was:

Unrealized appreciation                          $8,788,000
Unrealized depreciation                          (9,218,000)
                                                 ----------
Net unrealized depreciation                       $(430,000)
<PAGE>
<TABLE>
<CAPTION>

AXP Massachusetts Tax-Exempt Fund
Dec. 31, 1999 (Unaudited)

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.7%)
Name of issuer and title of issue(b,c)                    Coupon            Principal            Value(a)
                                                           rate               amount
Bay Transportation Authority
   General Transportation System
   Refunding Bonds Series 1992B
<S>                                                        <C>               <C>                <C>
      03-01-16                                             6.20%             $1,500,000         $1,570,290
Bay Transportation Authority
   Pre-refunded Revenue Bonds
   Series 1992B (FSA Insured)
      03-01-21                                             5.50                  15,000             15,351
Bay Transportation Authority
   Unrefunded Revenue Bonds
   Series 1992B (FSA Insured)
      03-01-21                                             5.50                 485,000            448,998
Boston City Hospital Pre-refunded Revenue Bonds
   Series A (FHA Insured)
      02-15-21                                             7.63               1,000,000          1,037,900
Boston City Hospital Refunding Revenue Bonds
   Series B (FHA Insured)
      02-15-23                                             5.75               3,000,000          2,776,259
Boston General Obligation Bonds
   Series 1991A (MBIA Insured)
      07-01-11                                             6.75                 500,000            525,495
Boston General Obligation Refunding Bonds
   Series 1993A (AMBAC Insured)
      02-01-09                                             5.65               1,500,000          1,531,680
Boston Industrial Development Financing Authority
   Revenue Bonds Massachusetts College of Pharmacy
   Series 1993A (Connie Lee Insured)
      10-01-26                                             5.25               1,000,000            863,790
Boston Water & Sewer Commission
   General Pre-refunded Revenue Bonds
   Senior Series 1991A (FGIC Insured)
      11-01-18                                             7.00               1,000,000(d)       1,061,690
Boston Water & Sewer Commission
   General Revenue Bonds
   Series 1998D (FGIC Insured)
      11-01-22                                             4.75               1,000,000            815,660
Haverhill City Unlimited Tax General Obligation Bonds
   Series 1997 (FGIC Insured)
      06-15-17                                             5.00                 250,000            223,173
Health & Educational Facilities Authority
   Pre-refunded Bonds Northeastern University
   Series E (MBIA Insured)
      10-01-22                                             6.55               1,000,000          1,029,880
Health & Educational Facilities Authority
   Pre-refunded Revenue Bonds
   Stonehill College Series 1990D (AMBAC Insured)
      07-01-20                                             7.70               1,000,000          1,037,640
Health & Educational Facilities Authority
   Pre-refunded Revenue Bonds
   Wentworth Institute of Technology
   Series A (AMBAC Insured)
      04-01-10                                             7.40                 750,000            770,985
Health & Educational Facilities Authority
   Refunding Revenue Bonds
   Beth Israel Hospital Series 1989E
      07-01-09                                             7.00                 300,000            304,449
      07-01-14                                             7.00                 250,000            252,058
Health & Educational Facilities Authority
   Revenue Bonds Berkshire Health Systems
   Series C
      10-01-11                                             5.90               1,000,000            940,940
Health & Educational Facilities Authority
   Revenue Bonds Brigham & Women's Hospital
   Series 1991D
      07-01-24                                             6.75               1,000,000          1,050,550
Health & Educational Facilities Authority
   Revenue Bonds Cape Cod Health System
   Series 1993A (Connie Lee Insured)
      11-15-21                                             5.25               2,500,000          2,177,075
Health & Educational Facilities Authority
   Revenue Bonds Charlton Memorial Hospital
   Series 1991B
      07-01-13                                             7.25               1,750,000          1,846,548
Health & Educational Facilities Authority
   Revenue Bonds Holyoke Hospital
   Series B
      07-01-15                                             6.50               1,000,000            965,600
Health & Educational Facilities Authority
   Revenue Bonds New England Deaconess Hospital
   Series 1992D
      04-01-12                                             6.63               1,000,000          1,059,450
Health & Educational Facilities Authority
   Revenue Bonds Newton Wellesley Hospital
   Series 1991D (MBIA Insured)
      07-01-15                                             7.00               1,000,000          1,053,980
Health & Educational Facilities Authority
   Revenue Bonds South Shore Hospital
   Series 1992D (MBIA Insured)
      07-01-22                                             6.50               1,000,000          1,019,470
Health & Educational Facilities Authority
   Revenue Bonds Suffolk University
   Series B (Connie Lee Insured)
      07-01-22                                             6.35               2,495,000          2,509,122
Industrial Finance Agency Assumption College
   Revenue Bonds Series 1996 (Connie Lee Insured)
      07-01-26                                             6.00               1,000,000            975,410
Industrial Finance Agency Hampshire College
   Revenue Bonds Series 1997
      10-01-17                                             5.80               1,105,000          1,011,506
Industrial Finance Agency Pollution Control
   Refunding Revenue Bonds Eastern Edison
   Series 1993
      08-01-08                                             5.88               2,000,000          1,937,100
Industrial Finance Agency Resource Recovery
   Revenue Bonds SEMASS Series 1991A
      07-01-15                                             9.00               1,500,000          1,604,850
Leominster General Obligation Bonds (MBIA Insured)
      04-01-09                                             7.50               1,000,000          1,028,230
Mansfield General Obligation Bonds (AMBAC Insured)
      11-15-11                                             6.70               1,000,000          1,058,570
Municipal Wholesale Electric Power
   Supply System Pre-refunded Revenue Bonds
   Series 1992B
      07-01-17                                             6.75               1,395,000          1,488,605
Municipal Wholesale Electric Power
   Supply System Refunding Revenue Bonds
   Series 1994B (MBIA Insured)
      07-01-11                                             4.75               1,750,000          1,611,155
Municipal Wholesale Electric Power
   Supply System Revenue Bonds
   Special Parts & Inflows (AMBAC Insured)
      07-01-18                                             5.45               1,600,000          1,478,912
Nantucket General Obligation Bonds
      12-01-11                                             6.80               1,000,000          1,059,530
North Andover General Obligation Bonds (MBIA Insured)
      09-15-08                                             7.35                 310,000            325,717
North Attleborough Unlimited General Obligation Bonds
   Series 1997 (AMBAC Insured)
      03-01-17                                             5.25               1,000,000            927,290
Port Authority Revenue Bonds
   Series 1990A (FGIC Insured) A.M.T.
      07-01-20                                             7.50               1,000,000          1,033,360
Southeastern University Building Refunding Revenue Bonds
   Series A (AMBAC Insured)
      05-01-16                                             5.75               1,250,000          1,238,150
Southern Berkshire Regional School District Unlimited Tax
   General Obligation Pre-refunded Bonds (AMBAC Insured)
      04-15-10                                             7.55               1,000,000          1,029,760
State Development Finance Agency
   Private School Revenue Bonds
   Series 1998
      11-01-18                                             5.88                 500,000            431,290
State Development Finance Agency
   Revenue Bonds 1st Mortgage
   Berkshire Retirement Community
   Lennox Series 1999
      07-01-29                                             5.63               1,500,000          1,228,170
State Development Finance Agency
   Revenue Bonds Boston University
   Series 1999P
      05-15-29                                             6.00               1,500,000          1,445,805
State Development Finance Agency
   Revenue Bonds Landmank School
   Series 1999 (Asset Guaranty)
      06-01-29                                             5.25               1,000,000            830,150
State Development Finance Agency
   Revenue Bonds Massachusetts College of Pharmacy
   Series 1999B
      07-01-20                                             6.63               1,000,000(e)         981,340
State Development Finance Agency
   Revenue Bonds Suffolk University
   Series 1999
      07-01-29                                             5.85               1,000,000            904,650
State Development Finance Agency
   Revenue Bonds The May Institute Issue
   Series 1999 (Asset Guaranty)
      09-01-29                                             5.75               1,000,000            910,320
State Development Finance Authority
   Revenue Bonds Boston Biomedical Research Institute
      02-01-29                                             5.75               1,000,000            836,380
State Education Loan Authority
   Educational  Loan Revenue Bonds
   Issue E Series B
   (AMBAC Insured) A.M.T.
      01-01-12                                             6.00                 750,000            758,430
State General Obligation Consolidated Loan Bonds
   Series 1991A (FGIC Insured)
      06-01-11                                             6.00               1,095,000          1,117,699
State Health & Education Facilities Authority
   College Revenue Bonds Brandeis University
   Series 1998I (MBIA Insured)
      10-01-28                                             4.75               2,000,000          1,592,680
State Health & Education Facilities Authority
   Hospital Revenue Bonds Harvard Pilgrim Health
   Series 1998A (FSA Insured)
      07-01-22                                             4.75               1,000,000            797,600
State Health & Education Facilities Authority
   Hospital Revenue Bonds Milford-Whitinsville
   Regional Hospital Series 1998C
      07-15-28                                             5.38               1,065,000            839,934
State Health & Education Facilities Authority
   Pre-refunded Revenue Bonds Boston College
   Series 1991J (FGIC Insured)
      07-01-21                                             6.63               1,940,000          2,033,721
State Health & Education Facilities Authority
   Pre-refunded Revenue Bonds Melrose-Wakefield
   Hospital Series 1992B
      07-01-16                                             6.38               1,000,000          1,057,130
State Health & Education Facilities Authority
   Refunding Revenue Bonds Caritas Christi
   Obligated Group Series 1999A
      07-01-15                                             5.70               1,000,000            869,680
State Health & Education Facilities Authority
   Revenue Bonds Boston College Series L
      06-01-31                                             4.75               1,000,000            783,110
State Health & Education Facilities Authority
   Revenue Bonds North Adams Regional Hospital
   Series C
      07-01-18                                             6.63               1,000,000            962,530
State Health & Education Facilities Authority
   Revenue Bonds South Shore Hospital
   Series 1999F
      07-01-29                                             5.75               1,000,000            886,650
State Health & Education Facilities Authority
   Revenue Bonds Southcoast Health System
   Series 1998A (MBIA Insured)
      07-01-27                                             4.75               1,000,000            777,980
State Health & Education Facilities Authority
   Revenue Bonds Valley Regional Health System
   Series 1994C (Connie Lee Insured)
      07-01-18                                             5.75               1,000,000            961,500
State Health & Education Facilities Authority
   Unrefunded Revenue Bonds Boston College
   Series 1991J (FGIC Insured)
      07-01-21                                             6.63                  60,000             62,371
State Health & Educational Facilities Authority
   Refunding Revenue Bonds Christopher House Series 1999A
      01-01-29                                             6.88               1,000,000            923,760
State Health & Educational Facilities Authority
   Revenue Bonds Learning Center for Deaf Children
   Series 1999C
      07-01-29                                             6.18               1,000,000            867,050
State Housing Authority Residential
   Development Bonds Series 1992A (FNMA Insured)
      11-15-11                                             6.88               1,000,000          1,053,410
State Industrial Finance Agency Assisted Living
   Facility Revenue Bonds Marina Bay LLC
   Series 1997 A.M.T.
      12-01-27                                             7.50               1,000,000          1,005,450
State Industrial Finance Agency Assisted Living
   Facility Revenue Bonds Newton Group Properties LLC
   Series 1997 A.M.T.
      09-01-27                                             8.00               1,160,000          1,210,100
State Industrial Finance Agency College Revenue
   Bonds Tufts University Series 1998H (MBIA Insured)
      02-15-28                                             4.75               1,000,000            798,000
State Industrial Finance Agency Miscellaneous
   Revenue Bonds Cambridge Friends School
   Series 1998
      09-01-28                                             5.80                 700,000            620,599
State Industrial Finance Agency School Bonds
   St. John's High School of Worcester County
   Series 1998
      06-01-28                                             5.35                 500,000            416,850
State Turnpike Authority Metro Highway System
   Senior Lien Revenue Bonds Toll Road
   Series 1997A (MBIA Insured)
      01-01-37                                             5.00               2,000,000          1,641,040
State Water Resource Authority Revenue Bonds
   Series 1992A (Secondary MBIA Insured)
      07-15-22                                             5.50               1,100,000          1,122,649
Taunton General Obligation Refunding Notes
   (FSA Insured)
      05-01-19                                             4.75               1,000,000            826,100
University of Massachusetts Building Authority
   Revenue Bonds Escrowed to Maturity
      05-01-11                                             7.50                 105,000            117,430
Water Resource Authority General
   Pre-refunded Revenue Bonds Series 1990A
      04-01-14                                             7.63                 500,000            514,265
Water Resource Authority General
   Pre-refunded Revenue Bonds Series 1991A
      12-01-19                                             6.50               1,000,000          1,054,650
Water Resource Authority General
   Revenue Bonds Series B (MBIA Insured)
      03-01-22                                             5.00               1,000,000            852,090

Total municipal bonds
(Cost: $79,888,234)                                                                            $78,788,741

Total investments in securities
(Cost: $79,888,234)(f)                                                                         $78,788,741
</TABLE>
<PAGE>

Notes to investments in securities
(a)  Securities  are valued by  procedures  described in Note 1 to the financial
     statements.
(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
     identify the insurer of the issue:
ACA     -- ACA  Financial  Guaranty  Corporation
AMBAC   -- American  Municipal  Bond Association Corporation
BIG     -- Bond Investors Guarantee
CGIC    -- Capital Guaranty Insurance  Company
FGIC    -- Financial  Guarantee  Insurance  Corporation
FHA     -- Federal Housing Authority
FNMA    -- Federal National  Mortgage  Association
FSA     -- Financial  Security Assurance
GNMA    -- Government  National Mortgage  Association
MBIA    -- Municipal Bond Investors  Assurance

(c) The following  abbreviations may be used in the portfolio descriptions:
A.M.T.  --  Alternative Minimum Tax -- As of Dec. 31, 1999, the value of
            securities subject to alternative  minimum tax represented
            5.02% of net assets.
B.A.N.  --  Bond Anticipation Note
C.P.    --  Commercial Paper
R.A.N.  --  Revenue Anticipation Note
T.A.N.  --  Tax Anticipation Note
T.R.A.N.--  Tax & Revenue Anticipation Note
V.R.    --  Variable Rate
V.R.D.B.--  Variable Rate Demand Bond
V.R.D.N.--  Variable Rate Demand Note
(d) Partially pledged as initial deposit on the following open interest rate
futures contracts  (see Note 5 to the financial
statements):

Type of security                                          Notional Amount
Purchase contracts
Municipal Bonds, March 2000                                  $3,700,000
(e) At Dec. 31, 1999, the cost of securities purchased, including interest
purchased, on a when-issued basis  was $992,651.
(f) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately   $79,888,000  and  the  approximate  aggregate  gross  unrealized
appreciation and depreciation  based on that cost was:
Unrealized  appreciation                                     $2,345,000
Unrealized depreciation                                      (3,444,000)
                                                             ----------
Net unrealized depreciation                                 $(1,099,000)
<PAGE>
<TABLE>
<CAPTION>

AXP Michigan Tax-Exempt Fund
Dec. 31, 1999 (Unaudited)

(Percentages represent value of investments compared to net assets)

Municipal bonds (96.4%)
Name of issuer and title of issue(b,c)                        Coupon            Principal            Value(a)
                                                               rate              amount
Allegan Hospital Finance Authority
   Refunding Revenue Bonds Allegan General Hospital
<S>                                                            <C>              <C>                   <C>
      11-15-21                                                 7.00%           $1,000,000            $958,420
Auburn Hills Limited Tax General Obligation
   Street Improvement Bonds
      05-01-04                                                 6.00               200,000(e)          203,092
Battle Creek Calhoun County Downtown
   Development Authority Pre-refunded Bonds
   Series 1994
      05-01-22                                                 7.65             1,250,000           1,401,325
Belding Area Schools Unlimited Tax General
   Obligation Refunding Bonds Series 1998
   (AMBAC Insured)
      05-01-26                                                 5.00               750,000             632,145
Buena Vista School District Saginaw County
   School Building & Site Unlimited Tax
   General Obligation Pre-refunded Bonds Series 1991
      05-01-16                                                 7.20             1,500,000           1,581,030
Central University Revenue Bonds
   Series 1997 (FGIC Insured)
      10-01-26                                                 5.50               750,000             777,285
Central University Revenue Bonds
   Series 1998 (FGIC Insured)
      10-01-27                                                 5.00             1,000,000             837,300
Chippewa County Hospital Financial Authority
   Hospital Refunding Revenue Bonds
   Chippewa County War Memorial Hospital
   Series 1997B
      11-01-14                                                 5.63               500,000             440,700
Chippewa Valley School District Unlimited Tax
   General Obligation Bonds (FGIC Insured)
      05-01-21                                                 5.00             1,000,000             863,220
Concord Academy Certificate of Participation Series 1998
      10-01-19                                                 7.00             1,000,000             906,140
Detroit Downtown Development Authority
   Development Area Project 1 Junior Lien
   Tax Increment Refunding Bonds Series 1996D
      07-01-25                                                 6.50             1,000,000           1,094,250
Detroit Sewer Disposal
   Pre-refunded Revenue Bonds
   (FGIC Insured)
      07-01-23                                                 5.70             1,600,000           1,656,416
Detroit Sewer Disposal
   Unrefunded Revenue Bonds
   (FGIC Insured)
      07-01-23                                                 5.70               400,000             378,728
Detroit Unlimited Tax General Obligation Bonds
   Series 1995A
      04-01-15                                                 6.80             1,000,000(e)        1,095,450
Detroit Water Supply System Second Lien
   Revenue Bonds Series 1995A (MBIA Insured)
      07-01-25                                                 5.50             1,500,000           1,368,120
East Lansing School District School Building & Site
   Unlimited Tax General Obligation
   Pre-refunded Bonds Series 1991
      05-01-14                                                 6.63             1,000,000           1,046,370
Eaton Rapids Public Schools
   Unlimited Tax General Obligation Refunding Bonds
   (MBIA Insured)
      05-01-25                                                 4.75             1,000,000             808,230
Edwardsburg Public Schools
   Unlimited General Obligation Bonds
   (FGIC Insured)
      05-01-24                                                 4.75             1,000,000             811,460
Farmington Hills Hospital Finance Authority
   Revenue Bonds Botsford General Hospital
   Series 1992A (MBIA Insured)
      02-15-22                                                 6.50             1,500,000           1,583,820
Ferris State University Board of Trustees
   General Refunding Revenue Bonds
   Series 1995 (MBIA Insured)
      10-01-20                                                 5.25             1,000,000             893,050
Forest Hills School District Unlimited Tax
   General Obligation Pre-refunded Bonds
      05-01-15                                                 7.38             1,000,000           1,020,670
Fowlerville Community Schools
   Unlimited Tax General Obligation Refunding Bonds
   (FSA Insured)
      05-01-26                                                 4.75             2,810,000           2,259,521
Garden City Hospital Finance Authority
   Hospital Revenue Bonds Series 1998
      09-01-17                                                 5.75             1,000,000             828,390
Genesee County General Obligation Bonds
   Sewer Disposal System Series A (AMBAC Insured)
      04-01-15                                                 5.40             1,400,000           1,345,876
Gogebic County Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Grandview Health System Series 1999
      10-01-16                                                 5.88             1,000,000             861,670
Grand Ledge Public Schools Unlimited Tax General Obligation
   Refunding Bonds Eaton, Clinton & Ionia Counties
   Series 1995 (MBIA Insured)
      05-01-24                                                 5.38             2,000,000           1,807,840
Grand Rapids Community College Limited Tax
   General Obligation Bonds Series 1996 (MBIA Insured)
      05-01-19                                                 5.38             1,000,000             927,880
Grand Rapids Sanitary Sewer System
   Refunding Revenue Bonds
   Series 1998A (FGIC Insured)
      01-01-28                                                 4.75             1,000,000             797,290
Grand Rapids Tax Increment Revenue Bonds
   Series 1994 (MBIA Insured)
      06-01-24                                                 6.88               380,000             405,426
Inkster School  District  Unlimited Tax General
Obligation
   Pre-refunded Bonds (AMBAC Insured)
      05-01-18                                                 7.00               450,000             461,016
Iosco County Water Supply System Limited Tax
   General Obligation Bonds (AMBAC Insured)
      05-01-08                                                 5.50               175,000             178,700
      05-01-09                                                 5.50               200,000             204,162
      05-01-10                                                 5.50               200,000             204,116
Lake Orion School District General Obligation Bonds
   (AMBAC Insured)
      05-01-20                                                 5.50             1,000,000             938,280
Lincoln Park School District Wayne County School Building
   & Site Unlimited Tax General Obligation Bonds
   (FGIC Insured)
      05-01-26                                                 5.90             1,000,000           1,058,420
Monroe County Pollution Control Revenue Bonds
   Detroit Edison Fermi Plants Series
   1990I (FGIC Insured) A.M.T.
      09-01-20                                                 7.65             1,000,000           1,038,300
Northville Public Schools Unlimited Tax
   General Obligation Bonds Series 1991B
      05-01-08                                                 7.00             1,500,000           1,576,545
Ovid-Elsie School District Unlimited Tax
   General Obligation Bonds (Secondary MBIA Insured)
      05-01-21                                                 5.60             1,000,000           1,043,500
Plymouth Educational Center Certificates of Participation
      07-01-29                                                 7.00             1,250,000           1,170,838
Redford General Obligation Bonds (MBIA Insured)
      04-01-16                                                 5.25             1,450,000           1,387,244
Richmond Limited Obligation Refunding Revenue Bonds
   K mart Series A
      01-01-07                                                 6.63               530,000             529,120
Rockford Public Schools Kent County Unlimited Tax
   General Obligation Pre-refunded Revenue Bonds
      05-01-19                                                 7.38             1,000,000           1,020,400
Romulus Township School District Unlimited Tax
   General Obligation Refunding Bonds (FGIC Insured)
      05-01-22                                                 5.75             2,500,000           2,408,549
Schoolcraft Community School District
   Kalamazoo County School Building
   & Site Unlimited General Obligation Bonds
   Series 1996 (FGIC Insured)
      05-01-26                                                 5.38             1,000,000           1,022,410
South Lake District Unlimited Tax General Obligation
   Pre-refunded Bonds
      05-01-10                                                 6.80               355,000             370,854
South Redford School District Unlimited General Obligation
   Bonds Series 1996 (FGIC Insured)
      05-01-22                                                 5.50             1,000,000           1,004,170
State Building Authority Refunding Revenue Bonds
   Series 1991I
      10-01-20                                                 6.25             2,200,000           2,215,774
State Hospital Finance Authority
   Hospital Pre-refunded Revenue Bonds
   McLaren Obligated Group Series 1991A
      09-15-21                                                 7.50             1,750,000           1,866,043
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Detroit Medical Center Series 1988A
      08-15-12                                                 8.13                40,000              40,235
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Detroit Medical Center Series A
      08-15-13                                                 6.25             1,200,000           1,095,156
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Memorial Healthcare Center
   Obligated Group Series 1999
      11-15-21                                                 5.88             1,000,000             883,000
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Sinai Hospital of Greater Detroit Series 1995
      01-01-26                                                 6.70             1,000,000             920,780
State Hospital Finance Authority
   Pre-refunded Revenue Bonds
   Henry Ford Hospital Series 1990A
      07-01-10                                                 7.00             1,000,000           1,034,160
State Hospital Finance Authority
   Pre-refunded Revenue Bonds
   Oakwood Hospital Group Series 1990A (FGIC Insured)
      07-01-18                                                 7.10             1,000,000           1,034,630
State Hospital Finance Authority
   Refunding Revenue Bonds
   Presbyterian Villages Obligated Group Series 1995
      01-01-25                                                 6.50             1,000,000             936,900
State Public Power Agency Belle River
   Refunding Revenue Bonds Series A
      01-01-18                                                 5.25             1,000,000             911,970
State Hospital Finance Authority
   Revenue Bonds Central Michigan Community Hospital
      10-01-27                                                 6.25             1,000,000             894,100
State Hospital Finance Authority
   Revenue Bonds Presbyterian Villages of Michigan
   Obligated Group Series 1997
      01-01-25                                                 6.38               700,000             647,143
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Detroit Edison
   Series 1990BB (MBIA Insured)
      07-15-08                                                 7.00             1,000,000           1,127,890
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Detroit Edison
   Series 1992BB (FGIC Insured)
      02-15-16                                                 6.50             1,500,000           1,562,445
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Ford Motor
   Series 1991A
      02-01-06                                                 7.10             1,650,000(e)        1,826,451
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Oxford Institute
   Escrowed to Maturity
      08-15-05                                                 7.88               135,000             144,698
State Strategic Fund Nursing Home
   Revenue Bonds Holland Home Series 1998
     11-15-28                                                  5.75             1,000,000             786,650
State Trunk Line Bonds Series 1998A (MBIA Insured)
      11-01-20                                                 4.75             1,000,000             826,500
State Trunk Line Bonds Series A  (FGIC Insured)
      11-15-20                                                 5.75             1,065,000           1,126,280
State University Revenue Bonds Series A
      08-15-22                                                 5.50               560,000             571,312
Strategic Fund Limited Obligation Refunding
   Revenue Bonds Great Lakes Pulp & Fibre
   Series 1994 A.M.T.
      12-01-27                                                 5.00               683,822             464,999
Summit Academy Certificates of Participation
   Junior High School Facility Series 1999
      09-01-29                                                 7.00               695,000             627,453
Summit Academy Certificates of Participation
   Series 1998
      09-01-18                                                 7.00             1,110,000           1,018,403
Troy City Downtown Development Authority
   County of Oakland Development Bonds
   Series 1995A (Asset Guaranty)
      11-01-18                                                 6.38             1,500,000           1,527,090
Van Buren Township Tax Increment Revenue Bonds
   Series 1994
      10-01-16                                                 8.40             1,000,000           1,090,500
Wayne County Charter Airport
   Revenue Bonds Detroit Metropolitan Airport
   Series 1998B (MBIA Insured)
      12-01-23                                                 4.88             1,000,000             819,750
Wayne County Charter Airport
 Revenue Bonds Detroit  Metropolitan  Airport
 Series 1998A (MBIA Insured) A.M.T.
      12-01-28                                                 5.00             1,000,000             815,460
Wayne County Charter Airport
 Revenue Bonds Detroit  Metropolitan  Airport
 Series 1990A (AMBAC Insured) A.M.T.
   12-01-20                                                    7.00             1,080,000           1,120,630
Wayne State University Revenue Bonds
   University Board of Governors (FGIC Insured)
      11-15-29                                                 5.13             1,000,000             852,250

Total municipal bonds
(Cost: $73,527,275)                                                                               $73,996,390

1999 Municipal notes (0.4%)
Issuer(c,d)                                                  Effective        Amount payable         Value(a)
                                                              yield            at maturity
Royal Oak (William Beaumont Hospital)
   V.R. Series 1997L
      01-01-27                                                 4.80%            $100,000             $100,000
University of Michigan Refunding Revenue Bonds
   (University Hospital) V.R. Series 1998A
      12-01-21                                                 4.80              200,000              200,000

Total municipal notes
(Cost: $300,000)                                                                                     $300,000

Total investments in securities
(Cost: $73,827,275)(f)                                                                            $74,296,390
</TABLE>
<PAGE>

Notes to investments in securities
(a)  Securities  are valued by  procedures  described in Note 1 to the financial
     statements.
(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
     identify the insurer of the issue:
ACA     -- ACA  Financial  Guaranty  Corporation
AMBAC   -- American  Municipal  Bond Association Corporation
BIG     -- Bond Investors Guarantee
CGIC    -- Capital Guaranty Insurance  Company
FGIC    -- Financial  Guarantee  Insurance  Corporation
FHA     -- Federal Housing Authority
FNMA    -- Federal National  Mortgage  Association
FSA     -- Financial  Security Assurance
GNMA    -- Government  National Mortgage  Association
MBIA    -- Municipal Bond Investors  Assurance

(c) The following  abbreviations may be used in the portfolio descriptions:
A.M.T   -- Alternative Minimum Tax -- As of Dec.31,1999, the value of securities
         subject to alternative  minimum tax represented 4.48% of net assets.
B.A.N.  -- Bond Anticipation Note
C.P.    -- Commercial Paper
R.A.N.  -- Revenue Anticipation Note
T.A.N.  -- Tax Anticipation Note
T.R.A.N.-- Tax & Revenue Anticipation Note
V.R.    -- Variable Rate
V.R.D.B -- Variable Rate Demand Bond
V.R.D.N -- Variable Rate Demand Note

(d) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies to
reflect current market conditions; rate shown is the effective rate
on Dec. 31, 1999.
(e) Partially pledged as initial deposit on the following open interest rate
futures contracts
(see Note 5 to the financial statements):

Type of security                                             Notional Amount
Purchase contracts
Municipal Bonds, March 2000                                      $4,000,000
(f) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately   $73,827,000  and  the  approximate  aggregate  gross  unrealized
appreciation and depreciation  based on that cost was:
Unrealized  appreciation                                         $3,151,000
Unrealized depreciation                                          (2,682,000)
                                                                 ----------
Net unrealized appreciation                                        $469,000
<PAGE>
<TABLE>
<CAPTION>

AXP Minnesota Tax-Exempt Fund
Dec. 31, 1999 (Unaudited)

(Percentages represent value of investments compared to net assets)

Municipal bonds (99.0%)
Name of issuer and title of issue(b,c)                       Coupon            Principal            Value(a)
                                                              rate              amount
Albert Lea Independent School District 241
   Unlimited Tax General Obligation Bonds
   Series 1998 (MBIA Insured)
<S>                                                           <C>              <C>                 <C>
      02-01-16                                                4.80             2,555,000           2,245,666
Anoka County Housing & Redevelopment Authority
   Revenue Bonds Epiphany Assisted Living LLC
      12-01-29                                                7.40             3,560,000           3,443,481
Becker Pollution Control Revenue Bonds Northern
   States Power Sherburne County Generating Station
   Units 1 & 2 Series 1987A
      12-01-05                                                7.25             2,000,000           2,003,920
Becker Solid Waste Disposal Facility Revenue Bonds
  Liberty Paper Series 1994B A.M.T.
      08-01-15                                                9.00             3,825,000           3,903,680
Bemidji Hospital Facilities 1st Mortgage Pre-refunded
   Revenue Bonds North Country Health Services
   Series 1991
      09-01-21                                                7.00             1,755,000           1,851,894
Bemidji Independent School District 31
   Unlimited General Obligation Bonds
   (FSA Insured)
      04-01-19                                                5.00             2,000,000           1,768,720
Bloomington Housing & Redevelopment Authority
   Housing Revenue Bonds Senior Summerhouse
   Bloomington
      05-01-35                                                6.13             3,400,000           2,866,064
Brooklyn Center Tax Credit Investor Refunding
   Revenue Bonds Four Courts Apartments
   Series 1995B A.M.T.
      06-01-09                                                7.58             2,450,000           2,431,944
Buffalo Independent School District 877 Unlimited
   Tax General Obligation Refunding Bonds
   (MBIA Insured)
      02-01-18                                                4.80             1,710,000           1,450,798
Burnsville Multi-family Housing Refunding Revenue
   Bonds Summit Park Apartments Series 1993
   (FHA Insured)
      07-01-33                                                6.00             4,000,000           3,876,680
Chaska Multi-family Housing Revenue Bonds West
   Suburban Housing Partners A.M.T.
      09-01-19                                                5.75               175,000             159,446
      03-01-31                                                5.88             2,115,000           1,875,244
Columbia Heights Multi-family Housing Pre-refunded
   Revenue Bonds Crestview Lutheran Home Royce
   Place Series 1991 (FHA Insured)
      06-01-32                                                7.75             2,695,000           2,885,051
Columbia Heights Multi-family Housing Revenue
   Bonds Crestview Lutheran Home Royce Place
   Series 1991
      06-01-32                                               10.00               530,000             587,664
Duluth Economic Development Authority Health Care
   Facilities Revenue Bonds BSM Properties
   Series 1998A
      12-01-28                                                5.88               500,000             410,540
Eden Prairie Housing Development Authority
   Refunding Revenue Bonds Eden Commons
   Series 1990 (FHA Insured)
      03-01-25                                                8.25             5,995,000           6,016,522
Eden Prairie Multi-family Housing Refunding
   Revenue Bonds Sterling Ponds Series 1999A A.M.T.
      12-01-29                                                6.25             5,335,000           4,835,964
Eden Prairie Multi-family Housing Refunding
   Revenue Bonds Sterling Ponds Series 1999B A.M.T.
      12-01-29                                                6.25               745,000             675,313
Edina Multi-family Housing Revenue Bonds Walker
   Assisted Living Series 1991
      09-01-31                                                9.00             6,605,000           7,231,088
Faribault Rice & Goodhue Counties Independent
   School District 656 General Obligation School
   Building Bonds Series 1995 (FSA Insured)
      06-01-15                                                5.75             6,900,000           7,149,435
Faribault Single Family Housing Mortgage Refunding
   Revenue Bonds Series 1991A
      12-01-11                                                7.50               795,000             815,376
Farmington Independent School District 192
   Unlimited Tax General Obligation Capital
   Appreciation School Building Bonds Zero Coupon
   Series 1998B (FSA Insured)
      02-01-15                                                5.30             2,070,000(e)          846,133
Fergus Falls Health Care Facilities Revenue Bonds
   LRHC Long-term Care Facility Series 1995
      12-01-25                                                6.50             1,500,000           1,460,535
Fridley Senior Housing Revenue Bonds
   Banfill Crossing Homes Series 1999
      09-01-34                                                6.75             3,090,000           2,876,172
Golden Valley Governmental Facilities
   Local Government Information Systems Association
   Revenue Bonds
      12-01-17                                                6.10             1,125,000           1,045,159
Golden Valley Revenue Bonds Covenant Retirement
   Communities Series 1999A
      12-01-29                                                5.50             6,250,000           5,237,125
Harmony Multi-family Housing Refunding
   Revenue Bonds Zedakah Foundation Series 1997A
      09-01-20                                                5.95             1,240,000           1,185,961
Hastings Healthcare Tax-Exempt Nursing Home
   Revenue Bonds Regina Medical Center
   (ACA Insured)
      09-15-28                                                5.30             4,100,000           3,414,029
Hennepin County Lease Revenue Certificates of
   Participation Series 1991
      05-15-17                                                6.80             7,250,000           7,542,755
Hopkins Pre-refunded Revenue Bonds Blake School
      09-01-24                                                6.70             3,120,000           3,351,473
Hubbard County Solid Waste Disposal Revenue
   Bonds Potlatch Series 1989 A.M.T.
      08-01-13                                                7.38             5,610,000           5,728,034
International Falls Solid Waste Disposal Refunding
   Revenue Bonds Boise Cascade A.M.T.
      12-01-29                                                6.85             4,000,000           3,932,760
International Falls Solid Waste Disposal Revenue
   Bonds Boise Cascade Series 1990 A.M.T.
      01-01-15                                                7.75             4,000,000           4,071,760
Little Canada Multi-family Housing Revenue Bonds
   Housing Alternatives Development Company
   Series 1997A
      12-01-27                                                6.25             4,900,000           4,541,614
Little Canada Multi-family Housing Revenue Bonds
   Little Canada Series 1996 A.M.T.
      02-01-27                                                7.00             3,790,000           3,693,734
Mahtomedi Multi-family Housing Revenue Bonds
   Briarcliff A.M.T.
      06-01-36                                                7.35             2,235,000           2,212,427
Maplewood Elder Care Facilities Revenue Bonds Care
   Institute Series 1994
      01-01-24                                                7.75             3,830,000           3,711,117
Maplewood Multi-family Housing Refunding Revenue
   Bonds Carefree Cottages of Maplewood III
   Series 1995 A.M.T.
      11-01-32                                                7.20             2,895,000           2,775,871
Minneapolis & St. Paul Housing & Redevelopment
   Authority Health Care System Revenue Bonds
   Group Health Plan Series 1992
      12-01-13                                                6.75            10,500,000          10,521,314
Minneapolis & St. Paul Housing & Redevelopment
   Authority Health Care System Revenue Bonds
   Healthspan Series 1993A (AMBAC Insured)
      11-15-18                                                4.75            13,500,000(f)       11,260,214
Minneapolis & St. Paul Metropolitan Airports Commission
   Airport Revenue Bonds Series 1999B (FGIC Insured)
      01-01-25                                                5.13             2,595,000           2,246,076
Minneapolis Community Development Agency
   Limited Tax Supported Development General
   Obligation Bonds Common Bond Fund Series 1997A
      06-01-12                                                5.50               250,000             242,983
Minneapolis Community Development Agency
   Limited Tax Supported Development Revenue
   Bonds Common Bond Fund 1st Series 1996
      06-01-11                                                6.00               980,000             980,461
Minneapolis Community Development Agency
   Limited Tax Supported Development Revenue
   Bonds Common Bond Fund 2nd Series 1998A
   A.M.T.
      06-01-16                                                5.20               290,000             254,617
      06-01-19                                                5.25               500,000             441,120
Minneapolis Community Development Agency
   Limited Tax Supported Development Revenue
   Bonds Common Bond Fund 5th Series 1997
      12-01-27                                                5.70               680,000             614,652
Minneapolis General Obligation Bonds Sports Arena
   Series 1996
      10-01-24                                                5.20             4,940,000           4,405,393
Minneapolis Nursing Home Revenue Bonds Walker
   Cityview & Southview Series 1992
      07-01-22                                                8.50             5,280,000           5,862,542
Minneapolis Parking Ramp
   Unlimited General Obligation Bonds
      12-01-26                                                4.75             2,660,000           2,169,948
Minneapolis Special School District 1 Certificates of
   Participation Series 1997A (MBIA Insured)
      02-01-17                                                5.38             2,400,000           2,282,736
Minneapolis Special School District 1 Certificates of
   Participation Series 1998A (FGIC Insured)
      02-01-19                                                4.75             2,000,000           1,664,300
Minnetonka Senior Housing Revenue Bonds
   Westridge Senior Housing
      09-01-17                                                6.75               650,000             610,454
      09-01-27                                                7.00               500,000             477,085
Moorhead Economic Development Authority
   Multi-family Housing Development Refunding
   Revenue Bonds Eventide Senior Housing
   Series 1999B
      06-01-19                                                5.90               500,000             426,070
      06-01-29                                                6.00             1,400,000           1,167,712
NewBrighton Tax Credit  Investor  Revenue Bonds
 Polynesian  Village  Apartments Series 1995B A.M.T.
      07-15-09                                                7.75             2,355,000           2,351,750
New Hope Housing & Healthcare Facilities Revenue
   Bonds Minnesota Masonic Home North Ridge
   Series 1999
      03-01-19                                                5.90             2,000,000           1,705,940
      03-01-29                                                5.88             7,000,000           5,736,990
North St. Paul & Maplewood Independent School
   District 622 General Obligation Refunding Bonds
   Series 1996A
      02-01-25                                                5.13             6,310,000           5,504,087
Northern Minnesota Municipal Power Agency
   Electric System Refunding Revenue Bonds
   Series 1998B (AMBAC Insured)
      01-01-20                                                4.75             4,500,000           3,726,450
Oakdale Multi-family Housing Refunding
   Revenue Bonds Oakdale Village Apartments
   Series 1998 A.M.T.
      11-01-28                                                6.00             3,650,000           3,282,628
Olmsted County Health Care Facilities Refunding
   Revenue Bonds Olmsted Medical Center
      07-01-19                                                5.55             1,125,000             941,468
Park Rapids Independent School District 309
   Unlimited Tax General Obligation Bonds
   Series 1999 (MBIA Insured)
      02-01-21                                                4.75             3,000,000           2,519,820
Plymouth Multi-family Housing Revenue Bonds
   Harbor Lane Apartments Series 1993
   (Asset Guaranty) A.M.T.
      09-01-13                                                5.90             2,325,000           2,330,324
Richfield Independent School District 280 Unlimited
   Tax General Obligation School Building Bonds
   Series 1993C Inverse Floater (FGIC Insured)
      02-01-10                                                5.88             3,300,000(g)        3,242,250
      02-01-12                                                5.98             2,510,000(g)        2,400,188
Richfield Multi-family Housing Refunding Revenue
   Bonds Village Shores Apartments Series 1996
      08-01-31                                                7.63             2,970,000           2,900,502
Robbinsdale Multi-family Housing Revenue Bonds
   Copperfield Hill Series 1996A
      12-01-31                                                7.35             3,260,000           3,121,091
Rochester Health Care Facilities Revenue Bonds
   Mayo Foundation Series 1992A
      11-15-19                                                4.95             5,000,000           4,251,150
Rochester Multi-family Housing Development
   Revenue Bonds Civic Square Series 1991
   (FHA Insured) A.M.T.
      07-15-31                                                7.45             4,305,000           4,439,574
Rochester Multi-family Housing Development
   Revenue Bonds Wedum Shorewood Campus
      06-01-36                                                6.60             5,000,000           4,567,100
Roseville Housing Facilities Nursing Home
   Refunding Revenue Bonds College Properties
   Series 1998
      10-01-28                                                5.88             5,000,000           4,111,700
Sartell Health Care & Housing Facilities Revenue Bonds
   The Foundation for Health Care Continuums
   Series 1999A
      09-01-29                                                6.63             3,000,000           2,730,090
Shoreview Senior Housing Revenue Bonds
   Series 1996
      02-01-26                                                7.25             3,200,000           3,056,000
Southeastern Minnesota Multi-county
   Housing & Redevelopment Authority
   Revenue Bonds Goodhue County Apartments
   Series 1999B
      01-01-31                                                5.75             2,415,000           2,250,466
Southeastern Minnesota Multi-county Housing &
   Redevelopment Authority Winona County Unlimited
   Tax General Obligation Bonds Series 1997
      01-01-28                                                5.35             1,170,000           1,026,301
Southern Minnesota Municipal Power Agency
   Power Supply System Revenue Bonds
   Zero Coupon Series 1994A (MBIA Insured)
      01-01-22                                                6.88            12,000,000(e)        3,092,040
      01-01-24                                                6.08             5,150,000(e)        1,167,608
Southern Minnesota Municipal Power Agency
   Revenue Bonds (Secondary MBIA Insured)
      01-01-16                                                4.75             9,165,000           7,811,879
Southern Minnesota Municipal Power Agency
   Unrefunded Balance Revenue Bonds Series 1992A
      01-01-18                                                5.75             1,895,000           1,811,184
Southern Minnesota Municipal Power Agency Power
   Supply System Pre-refunded Revenue Bonds
   Series 1992A Escrowed to Maturity
   (Secondary MBIA Insured)
      01-01-18                                                5.75             1,970,000           1,963,814
Southern Minnesota Municipal Power Agency Power
   Supply System Revenue Bonds Zero Coupon
   Series 1994A (MBIA Insured)
      01-01-19                                                6.67            19,500,000(e)        6,123,585
Spring Park Health Care Facilities Revenue Bonds
   Twin Birch Health Care Center Series 1991
      08-01-11                                                8.25             1,780,000           1,906,807
St. Cloud Certificates of Participation
      12-01-17                                                5.90               400,000             384,180
St. Cloud Hospital Facility Pre-refunded Revenue
   Bonds St. Cloud Hospital Series 1990B
   (AMBAC Insured)
      07-01-20                                                7.00             5,000,000           5,270,650
St. Cloud Hospital Facility Refunding Revenue
   Bonds Series 1993C (AMBAC Insured)
      10-01-20                                                5.30             1,515,000           1,351,365
St. Louis Park Health Care Facilities
   Revenue Bonds Healthsystem Minnesota
   Obligated Group Series 1993
   (AMBAC Insured)
      07-01-23                                                5.20             5,000,000           4,333,500
St. Louis Park Health Care Facilities
   Revenue Bonds Healthsystem Minnesota
   Obligated Group Series 1993B Inverse Floater
   (AMBAC Insured)
      07-01-13                                                5.48             7,000,000(g)        6,133,750
St. Louis Park Multi-family Housing Refunding
   Revenue Bonds Park Boulevard Towers
   Series 1996A
      04-01-31                                                7.00             3,940,000           3,865,928
St. Paul Housing & Redevelopment Authority Health
   Care Facilities Revenue Bonds Lyngblomsten
   Care Center Series 1993A
      11-01-06                                                7.13               830,000             819,774
      11-01-17                                                7.13             1,820,000           1,798,961
St. Paul Housing & Redevelopment Authority Health
   Care Facilities Revenue Bonds Lyngblomsten
   Multi-family Rental Housing Series 1993B
      11-01-24                                                7.00             1,870,000           1,787,327
St. Paul Housing & Redevelopment Authority Health
   Care Facilities Revenue Bonds Regions Hospital
   Series 1998
      05-15-28                                                5.30             4,125,000           3,244,106
St. Paul Housing & Redevelopment Authority Sales
   Tax Revenue Bonds Civic Center
      11-01-13                                                5.45             1,870,000           1,865,344
St. Paul Housing & Redevelopment Authority Sales
   Tax Revenue Bonds Civic Center Escrowed
   to Maturity (Secondary MBIA Insured)
      11-01-23                                                5.55             7,500,000           7,156,500
St. Paul Housing & Redevelopment Authority Single
   Family Housing Mortgage Refunding Revenue
   Mortgage-backed Bonds Middle Income Phase II
   (FNMA Insured)
      03-01-28                                                6.80             3,345,000           3,462,510
St. Paul Independent School District 625 Certificates of
   Participation Series 1999A
      02-01-19                                                4.75             1,000,000             838,920
St. Paul Port Authority Revenue Bonds
   Hotel Facilities Radisson Kellogg 2nd Series 1999
      08-01-29                                                7.38             3,500,000           3,395,070
St. Paul Port Authority Unlimited Tax General
   Obligation Bonds
      03-01-24                                                5.13             4,770,000           4,159,583
State Agricultural & Economic Development Board
   Health Care Facilities Refunding Revenue Bonds
   Benedictine Health System-St. Mary's Health System
   Duluth Clinic Obligated Group Series 1999A
   (MBIA Insured)
      02-15-23                                                5.00             4,795,000           4,077,141
State Agricultural & Economic Development Board
   Health Care Facilities Refunding Revenue Bonds
   Fairview Hospital & Healthcare Services
   Series 1997A (MBIA Insured)
      11-15-26                                                5.75             2,000,000           1,910,460
State Agricultural & Economic Development Board
   Health Care Facilities Revenue Bonds
   Benedictine Health Series 1999A
   (MBIA Insured)
      02-15-16                                                4.75             1,000,000             860,780
State General Obligation Various Purpose
   Pre-refunded Bonds Series 1991
      08-01-11                                                6.70             8,000,000           8,266,879
State Higher Education Facilities Authority
   Augsburg College Mortgage Revenue Bonds
   4th Series 1999Y
      10-01-27                                                5.30             1,200,000           1,022,400
State Higher Education Facilities Authority
   Augsburg College Mortgage Revenue Bonds
   Series 4-F1
      05-01-23                                                6.25             1,750,000           1,695,593
State Higher Education Facilities Authority
   Gustavus Adolphus College Revenue Bonds
   4th Series 1998X
      10-01-24                                                4.80             2,340,000           1,897,646
State Higher Education Facilities Authority
   Macalester College Revenue Bonds 4th Series 1997J
      03-01-17                                                5.55             1,000,000             971,270
State Higher Education Facilities Authority
   Northwestern College of Chiropractic Mortgage
   Revenue Bonds 4th Series 1999Z
      10-01-13                                                5.20               275,000             255,302
State Higher Education Facilities Authority
   University of St. Thomas Revenue Bonds
   4th Series 1997P
      04-01-23                                                5.40               580,000             519,790
State Housing Finance Agency Single Family
   Housing Mortgage Bonds Series 1991A
   A.M.T.
      07-01-22                                                7.45             1,195,000           1,223,572
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1992A
      07-01-16                                                6.95             2,105,000(f)        2,176,696
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1994L
   A.M.T.
      07-01-20                                                6.70               800,000             812,200
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1996J
   A.M.T.
      07-01-21                                                5.60               465,000             426,438
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1997D
   A.M.T.
      07-01-19                                                5.85             2,465,000           2,365,463
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1997E
   A.M.T.
      01-01-26                                                5.75             2,935,000           2,719,278
      07-01-29                                                5.90             8,630,000           8,115,134
State Public Facilities Authority Drinking Water
   Revenue Bonds Series 1999B
      03-01-19                                                5.13             1,000,000             900,100
State Public Facilities Authority Water Pollution
   Control Revenue Bonds Series 1998A
      03-01-16                                                4.75             2,500,000           2,181,600
State University Board of Regents General Obligation
   Bonds Inverse Floater Series 1993A
      08-15-03                                                5.87             5,000,000(g)        5,050,000
State University Board of Regents General Obligation
   Bonds Series 1996A
      07-01-21                                                5.50            12,500,000          11,880,749
State University Board of Regents Refunding
   Revenue Bonds Series 1986A Escrowed to Maturity
      02-01-11                                                6.00             4,625,000           4,631,891
Vadnais Heights Multi-family Housing Refunding
   Revenue Bonds Cottages of Vadnais Heights
   Series 1995 A.M.T.
      12-01-31                                                7.00             3,110,000           2,976,426
Vadnais Heights Multi-family Housing Tax Credit
   Revenue Bonds Series 1997 A.M.T.
      07-15-09                                                7.00             1,080,000           1,047,179
Washington County Housing & Redevelopment
   Authority Refunding Revenue Bonds Woodbury
   Multi-family Housing Series 1996
      12-01-23                                                6.95             1,940,000           1,876,310
Western Minnesota Municipal Power Agency
   Refunding Revenue Bonds Series 1987A
      01-01-15                                                5.50             5,000,000           4,745,500
Western Minnesota Municipal Power Agency
   Refunding Revenue Bonds Series 1987A
   (Secondary MBIA Insured)
      01-01-15                                                5.50             6,250,000           6,069,938
Western Minnesota Municipal Power Agency
   Revenue Bonds Escrowed to Maturity
   (AMBAC Insured)
      01-01-16                                                6.75             5,935,000           6,156,910
Windom Independent School District 177
   Unlimited Tax General Obligation Bonds
   Series 1999
      02-01-24                                                4.75             2,695,000           2,212,326
Woodbury Senior Housing Revenue Bonds
   Summer House of Woodbury Series 1999
      07-01-34                                                6.40             5,145,000           4,795,346

Total municipal bonds
(Cost: $403,718,446)                                                                            $395,519,397

Total investments in securities
(Cost: $403,718,446)(h)                                                                         $395,519,397
</TABLE>
<PAGE>

Notes to investments in securities
(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.
(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:
ACA      -- ACA  Financial  Guaranty  Corporation
AMBAC    -- American  Municipal  Bond Association Corporation
BIG      -- Bond Investors Guarantee
CGIC     -- Capital Guaranty Insurance  Company
FGIC     -- Financial  Guarantee  Insurance  Corporation
FHA      -- Federal Housing Authority
FNMA     -- Federal National  Mortgage  Association
FSA      -- Financial  Security Assurance
GNMA     -- Government  National Mortgage  Association
MBIA     -- Municipal Bond Investors  Assurance

(c) The following  abbreviations may be used in the portfolio descriptions:
A.M.T.   --  Alternative Minimum Tax -- As of Dec. 31, 1999, the value of
           securities subject to alternative  minimum tax represented 17.29% of
           net assets.
B.A.N.   --  Bond Anticipation Note
C.P.     --  Commercial Paper
R.A.N.   --  Revenue Anticipation Note
T.A.N.   --  Tax Anticipation Note
T.R.A.N. --  Tax & Revenue Anticipation Note
V.R.     --  Variable Rate
V.R.D.B. --  Variable Rate Demand Bond
V.R.D.N. --  Variable Rate Demand Note

(d) The Fund is entitled to receive principal amount from issuer or corporate
guarantor, if indicated in parentheses, after a day or a week's notice. The
maturity date disclosed represents the final maturity. Interest rate varies
to reflect current market conditions; rate shown is the effective rate on
Dec. 31, 1999.
(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.
(f) Partially pledged as initial deposit on the following open interest rate
futures contracts  (see Note 5 to the financial statements):

Type of security                                                Notional Amount
Purchase contracts
Municipal Bonds, March 2000                                        $6,600,000

(g)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases (decreases) in the same magnitude as, or in a
multiple of, a decline (increase) in market short-term rates. Interest rate
disclosed is the rate in effect on Dec. 31, 1999. Inverse floaters in the
aggregate represent 4.21% of the Fund's net assets as of Dec. 31, 1999.
(h) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately  $403,718,000  and  the  approximate  aggregate  gross  unrealized
appreciation and depreciation  based on that cost was:

Unrealized appreciation                                            $9,515,000
Unrealized depreciation                                           (17,714,000)
                                                                  -----------
Net unrealized depreciation                                       $(8,199,000)
<PAGE>

<TABLE>
<CAPTION>

AXP New York Tax-Exempt Fund
Dec. 31, 1999 (Unaudited)

(Percentages represent value of investments compared to net assets)

Municipal bonds (97.6%)
Name of issuer and title of issue(b,c)                  Coupon            Principal            Value(a)
                                                         rate               amount
Albany County Airport  Authority Airport Revenue
 Bonds Series 1997 (FSA Insured) A.M.T.
<S>                                                       <C>            <C>                  <C>
      12-15-19                                            5.50%          $250,000(d)          $231,728
Broome County Certificates of Participation
   Public Safety Facilities Series 1994 (MBIA Insured)
      04-01-22                                            5.25          2,650,000            2,368,597
Buffalo Municipal Water Finance Authority Water
   System Revenue Bonds Series 1995 (FGIC Insured)
      07-01-25                                            5.00          1,000,000              849,510
Buffalo Unlimited Tax General Obligation School
   Bonds Series 1997B (AMBAC Insured)
      02-01-16                                            5.38            500,000              471,460
Erie County Unlimited Tax General Obligation Bonds
   Series 1995B (FGIC Insured)
      06-15-25                                            5.50            700,000              644,350
Erie County Water Authority Water Works System
   Revenue Bonds Series 1990A Escrowed to Maturity
   (AMBAC Insured)
      12-01-08                                            6.00          1,765,000            1,838,901
Fallsburg Sullivan Counties Unlimited Tax General
   Obligation Pre-refunded Improvement Bonds
   Series 1991 (AMBAC Insured)
      04-01-11                                            7.05            325,000              341,643
      04-01-12                                            7.05            325,000              341,643
      04-01-13                                            7.05            325,000              341,643
      04-01-14                                            7.05            325,000              341,643
Huntington Housing Authority Senior Housing
   Facilities Revenue Bonds Gurwin Jewish Senior
   Residences Series 1999A
      05-01-39                                            6.00          1,750,000            1,478,155
Kenmore Housing Authority
   Multi-family Housing Revenue Bonds
   State University Buffalo Student Apartments
   Series 1999A (Asset Guaranty)
      08-01-24                                            5.50          1,000,000              893,730
Metropolitan Transportation Authority Commuter
   Facilities Revenue Bonds Series 1997B
   (AMBAC Insured)
   07-01-24                                               5.13          1,000,000              867,720
Metropolitan Transportation Authority Commuter
   Facilities Revenue Bonds Series 1998A
   (MBIA Insured)
      07-01-24                                            4.75          1,500,000            1,226,160
Metropolitan Transportation Authority Commuter
   Facilities Service Contract Refunding Bonds
   5th Series 1987
      07-01-16                                            6.50          1,775,000            1,812,950
Metropolitan Transportation Authority
   Dedicated Tax Revenue Bonds Series 1998A
   (FGIC Insured)
      04-01-28                                            4.75          1,000,000              804,330
Monroe County Airport Authority
   Airport Refunding Revenue Bonds
   Greater Rochester International Airport
   (MBIA Insured)
      01-01-16                                            5.88          1,500,000            1,517,880
Mount Vernon Industrial Development Agency Civic
   Facilities Revenue Bonds Wartburg Senior Housing
   Incorporated Meadowview
      06-01-29                                            6.20          1,000,000              857,940
New York & New Jersey Port Authority Special
   Obligation Revenue Bonds KIAC Partners
   4th Series 1996 A.M.T.
      10-01-19                                            6.75          1,500,000            1,518,045
New York City Industrial Development Agency
   Civic Facilities Refunding Revenue & Improvement
   Bonds Lighthouse International Series 1998
   (MBIA Insured)
      07-01-23                                            4.50            200,000              156,568
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Riverdale Country
   School Series 1997 (MBIA Insured)
      06-01-17                                            5.25          1,000,000              916,560
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Rockefeller
   Foundation Series 1993
      07-01-23                                            5.38          2,000,000            1,834,180
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Touro College
   Series 1999A
      06-01-29                                            6.35          1,000,000              926,570
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Trinity Episcopal
   School Series 1997 (MBIA Insured)
      06-15-27                                            5.25          1,000,000              873,030
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds YMCA Series 1997
      08-01-16                                            5.80          1,000,000              954,280
New York City Municipal Water Finance Authority
   Water & Sewer System Revenue Bonds
   Series 1994B Inverse Floater (MBIA Insured)
      06-15-09                                            7.07          2,000,000(e)         1,952,500
New York City Municipal Water Finance Authority
   Water & Sewer System Revenue Bonds
   Series 1996B (MBIA Insured)
      06-15-26                                            5.75            500,000              476,830
New York City Transitional Finance Authority
   Future Secured Sales Tax Revenue Bonds Series 1998B
      11-15-23                                            4.75          1,500,000            1,224,330
New York City Transitional Finance Authority
   Future Secured Sales Tax Revenue Bonds Series 1999C
      05-01-29                                            5.00          1,000,000              835,130
New York City Unlimited Tax General Obligation
   Bonds Series 1996G
      02-01-17                                            5.75          1,500,000            1,452,405
New York City Unlimited Tax General Obligation
   Bonds Series 1996J
      02-15-19                                            5.88          1,000,000              971,430
New York City Unlimited Tax General Obligation
   Bonds Series 1999I (MBIA Insured)
      04-15-29                                            5.00          1,000,000              834,050
New York City Unlimited Tax General Obligation
   Pre-refunded Bonds Series 1994B-1
      08-15-16                                            7.00          1,500,000            1,647,945
North Hempstead Unlimited Tax General Obligation
   Various Purpose Bonds Series 1998A
   (FGIC Insured)
      01-15-23                                            4.75          1,000,000              822,330
Oneida County Industrial Development Agency Civic
   Facilities Revenue Bonds Mohawk Valley
   Handicapped Services (ACA Insured)
      03-15-19                                            5.30            500,000              443,985
State Dormitory Authority College Revenue Bonds
   Barnard College Series 1996 (AMBAC Insured)
      07-01-16                                            5.25          1,140,000            1,060,246
State Dormitory Authority College Revenue Bonds
   Consolidated City University System Series 1993A
      07-01-13                                            5.75          3,000,000            3,008,400
State Dormitory Authority College Revenue Bonds
   Cooper Union Series 1996 (AMBAC Insured)
      07-01-20                                            5.38            860,000              789,489
State Dormitory Authority College Revenue Bonds
   Culinary Institute of America Series 1997
   (MBIA Insured)
      07-01-17                                            5.00            500,000              442,815
State Dormitory Authority College Revenue Bonds
   Long Island University Series 1999
   (Asset Guaranty)
      09-01-28                                            5.25          1,400,000            1,192,884
State Dormitory Authority College Revenue Bonds
   St. Thomas Aquinas College Series 1998
   (Asset Guaranty)
      07-01-14                                            5.00          1,125,000            1,013,029
State Dormitory Authority Pre-refunded College
   Revenue Bonds Consolidated City University
   System 3rd General Resolution 2nd Series 1994
   (MBIA Insured)
      07-01-19                                            6.25          1,500,000            1,588,965
State Dormitory Authority Revenue Bonds
   Pratt Institute Series 1999 (Asset Guaranty)
      07-01-20                                            6.00          1,500,000            1,462,065
State Dormitory Authority Revenue Bonds
   Frances Schervier Home Series 1997
   (Asset Guaranty)
      07-01-17                                            5.50          1,000,000              931,940
State Dormitory Authority Revenue Bonds
   NYACK Hospital Series 1996
      07-01-13                                            6.25          1,000,000              958,200
State Dormitory Authority Revenue Bonds
   St. Francis Hospital Series 1999A
   (MBIA Insured)
      07-01-29                                            5.50          1,000,000              904,490
State Dormitory Authority State University Educational
   Facilities Pre-refunded Revenue Bonds Series 1990A
      05-15-12                                            7.70          1,750,000            1,807,908
State Dormitory Authority State University Educational
   Facilities Refunding Revenue Bonds Series 1990B
      05-15-11                                            7.50          1,900,000            2,160,547
State Dormitory Authority State University Educational
   Facilities Refunding Revenue Bonds Series 1993A
   (Secondary AMBAC Insured)
      05-15-15                                            5.25          1,000,000              953,270
      05-15-19                                            5.50          2,000,000            1,912,660
State Energy Research & Development Authority
   Gas Facilities Revenue Bonds Brooklyn Union Gas
   Series 1996 (MBIA Insured)
      01-01-21                                            5.50          2,000,000            1,863,440
State Energy Research & Development Authority
   Pollution Control Refunding Revenue Bonds
   Rochester Gas & Electric Series 1992B
   (MBIA Insured) A.M.T.
      05-15-32                                            6.50          2,500,000            2,532,875
State Energy Research & Development Authority
   Solid Waste Disposal Revenue Bonds New York
   State Electric & Gas Company Series 1993A
   (MBIA Insured) A.M.T.
      12-01-28                                            5.70          3,000,000            2,777,340
State Environmental Facilities State Water Revolving
   Fund Pollution Control Revenue Bonds Series 1990A
      06-15-12                                            7.50          3,000,000            3,100,770
State Local Government Assistance Pre-refunded
   Sales Tax Revenue Bonds Series 1991A
      04-01-16                                            7.00          4,000,000            4,200,519
State Local Government Assistance Sales Tax
   Refunding Revenue Bonds Series 1997B
   (MBIA Insured)
      04-01-20                                            4.88          1,000,000              846,220
State Local Government Assistance Sales Tax
   Revenue Bonds Series 1992C
      04-01-22                                            5.50          1,500,000            1,379,100
State Medical Care Facilities Finance Agency Mental
   Health Services Refunding Revenue Bonds
   Series 1993F (Secondary FSA Insured)
      02-15-14                                            5.38          1,000,000              959,330
State Medical Care Facilities Finance Agency Mental
   Health Services Revenue Bonds Series 1994A
   (Secondary FSA Insured)
      08-15-23                                            5.25          1,500,000            1,317,645
State Mortgage Agency Homeowner Mortgage
   Refunding Revenue Bonds Series 1991TT
      04-01-15                                            7.50          4,000,000            4,143,519
State Mortgage Agency Homeowner Mortgage
   Revenue Bonds 27th Series 1992
      04-01-15                                            6.90          3,000,000            3,165,360
State Thruway Authority Local Highway & Bridge
   Service Contract Pre-refunded Revenue Bonds
   Series 1991
      01-01-11                                            6.00          2,500,000            2,545,350
State Urban Development Capital Correctional
   Facilities Refunding Revenue Bonds Series 1994A
      01-01-21                                            5.25          2,500,000            2,180,850
State Urban Development Capital Correctional
   Facilities Revenue Bonds 5th Series 1995
   (MBIA Insured)
      01-01-25                                            5.50            750,000              689,063
State Urban Development Higher Education Applied
   Technology Grants Revenue Bonds Series 1995
   (MBIA Insured)
      04-01-15                                            5.75          1,000,000              995,880
Suffolk County Industrial Development Agency
   Continuing Care Retirement Revenue Bonds
   Jeffersons Ferry 1st  Series 1999A
      11-01-28                                            7.25          1,500,000            1,462,665
Triborough Bridge & Tunnel Authority General
   Purpose Pre-refunded Revenue Bonds Series 1990S
      01-01-21                                            7.00          3,000,000            3,126,390
Triborough Bridge & Tunnel Authority Special
   Obligation Refunding Revenue Bonds Series 1991B
   (Secondary FGIC Insured)
      01-01-15                                            6.88          2,000,000            2,081,200
Troy Municipal Assistance General Obligation
   Revenue Bonds Series 1996A (MBIA Insured)
      01-15-22                                            5.00          1,250,000            1,076,388
Ulster County Independent Development Agency Civic
   Facilities Revenue Bonds Benedictine Hospital
   Series 1999A
      06-01-24                                            6.45          1,950,000            1,745,991
United Nations Development Senior Lien
   Pre-refunded Revenue Bonds Series 1992A
      07-01-26                                            6.00          4,500,000            4,763,294
Utica Industrial Development Agency Civic Facilities
   Revenue Bonds Munson-Williams-Proctor
   Series 1996A (MBIA Insured)
      07-15-16                                            5.50            750,000              714,765
Total municipal bonds
(Cost: $102,249,643)                                                                      $102,925,013

Municipal notes (0.8%)
Issuer(b,c,f)                                           Effective       Amount payable           Value(a)
                                                          yield          at maturity
Long Island Power Authority Electric Systems
   Revenue Bonds V.R.
      05-01-33                                            4.70%          $700,000             $700,000
New York City V.R. Series 1994B2
      08-15-11                                            4.75            100,000              100,000
Total municipal notes
(Cost: $800,000)                                                                              $800,000

Total investments in securities
(Cost: $103,049,643)(g)                                                                   $103,725,013
</TABLE>
<PAGE>
Notes to investments in securities
(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.
(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:
ACA      -- ACA  Financial  Guaranty  Corporation
AMBAC    -- American  Municipal Bond Association Corporation
BIG      -- Bond Investors Guarantee
CGIC     -- Capital Guaranty Insurance  Company
FGIC     -- Financial  Guarantee  Insurance  Corporation
FHA      -- Federal Housing Authority
FNMA     -- Federal National  Mortgage  Association
FSA      -- Financial  Security Assurance
GNMA     -- Government  National Mortgage  Association
MBIA     -- Municipal Bond Investors  Assurance

(c) The following  abbreviations may be used in the portfolio descriptions:
A.M.T.   -- Alternative Minimum Tax -- As of Dec. 31, 1999, the value of
            securities subject to alternative  minimum tax represented 6.69% of
            net assets.
B.A.N.   -- Bond Anticipation Note
C.P.     -- Commercial Paper
R.A.N.   -- Revenue Anticipation Note
T.A.N.   -- Tax Anticipation Note
T.R.A.N .-- Tax & Revenue Anticipation Note
V.R.     -- Variable Rate
V.R.D.B. -- Variable Rate Demand Bond
V.R.D.N. -- Variable Rate Demand Note

(d) Partially pledged as initial deposit on the following open interest rate
futures contracts  (see Note 5 to the financial statements):
Type of security                                               Notional Amount
Purchase contracts
Municipal Bonds, March 2000                                       $8,100,000
(e)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases (decreases) in the same magnitude as, or in a multiple of, a decline
(increase) in market short-term rates. Interest rate disclosed is the rate in
effect on Dec. 31, 1999. Inverse floaters in the aggregate represent 1.85% of
the Fund's net assets as of Dec. 31, 1999.
(f) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor, if indicated in parentheses, after a day or a week's  notice.  The
maturity date disclosed  represents  the final  maturity. Interest rate varies
to reflect current market conditions; rate shown is the effective rate on
Dec. 31, 1999.
(g) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately  $103,050,000  and  the  approximate  aggregate  gross  unrealized
appreciation and depreciation  based on that cost was:

Unrealized  appreciation                                             $3,908,000
Unrealized depreciation                                              (3,233,000)
                                                                     ----------
Net unrealized appreciation                                            $675,000
<PAGE>
<TABLE>
<CAPTION>

AXP Ohio Tax-Exempt Fund
Dec. 31, 1999 (Unaudited)

(Percentages represent value of investments compared to net assets)

Municipal bonds (99.0%)
Name of issuer and title of issue(b,c)                      Coupon            Principal            Value(a)
rate  amount
Akron Bath Copley Joint Township Hospital District
   Revenue Bonds Summa Hospital Series 1998A
<S>                                                          <C>          <C>                  <C>
      11-15-24                                               5.38%        $1,500,000           $1,207,095
Barberton Limited Tax Various Purpose General
   Obligation Bonds 1st Series 1989
      12-01-09                                               7.35            700,000              715,596
Bellefontaine Hospital Facility Refunding Revenue
   Bonds Mary Rutan Health Association of Logan
   County Series 1993
      12-01-13                                               6.00          1,000,000              920,240
Buckeye Valley Local School District School
   Improvement Unlimited Tax General Obligation
   Bonds Series 1995A (MBIA Insured)
      12-01-20                                               5.25          1,000,000              907,930
Butler County Hospital Facility Improvement
   Refunding Revenue Bonds Fort Hamilton-Hughes
   Memorial Center  Series 1991
      01-01-10                                               7.50          1,750,000            1,811,128
Carroll Water & Sewer District
   Unlimited Tax General Obligation Bonds
      12-01-10                                               6.25            445,000              441,057
Carroll Water & Sewer District Unlimited Tax
   General Obligation Bonds Water System
   Improvement
      12-01-10                                               6.25            955,000              956,356
Celina Local School District Unlimited General
   Obligation Bonds Series 1996 (FGIC Insured)
      12-01-20                                               5.25          1,000,000              911,240
Clermont County Hospital Facility Revenue Bonds
   Mercy Health System Province of Cincinnati
   Series 1989A (AMBAC Insured)
      09-01-19                                               7.50            170,000              177,891
Cleveland Airport Systems Revenue Bonds
   Series 1990A (MBIA Insured) A.M.T.
      01-01-17                                               5.13          1,000,000              888,980
Cleveland Waterworks Improvement 1st Mortgage
   Refunding Revenue Bonds Series F 1992B
   (AMBAC Insured)
      01-01-16                                               6.25          1,000,000            1,021,360
Columbus Tax Increment Finance Revenue Bonds
   Easton Series 1999 (AMBAC Insured)
      12-01-24                                               4.88          1,000,000              827,420
Coshocton County Solid Waste Disposal Refunding
   Revenue Bonds Stone Container Series 1992
      08-01-13                                               7.88          1,000,000            1,038,380
Cuyahoga County Health Care Facilities Refunding
   Revenue Bonds Judson Retirement Community
   Series A
      11-15-18                                               7.25          1,000,000              982,760
Cuyahoga County Hospital Improvement Revenue
   Bonds Mount Sinai Medical Center Series 1991
   (AMBAC Insured)
      11-15-21                                               6.63            600,000              633,426
Cuyahoga County Hospital Improvement Revenue
   Bonds University Hospitals Health System
   Series 1992 (AMBAC Insured)
      01-15-11                                               6.50            500,000              527,060
      01-15-19                                               5.40          1,000,000              926,860
Cuyahoga County Hospital Refunding Revenue
   Bonds Cleveland Clinic Foundation Series 1992
      11-15-11                                               5.50          1,500,000            1,505,610
Cuyahoga County Hospital Revenue Bonds Meridia
   Health Series 1991
      08-15-23                                               7.00          1,000,000            1,056,740
Cuyahoga County Limited Tax General
   Obligation Bonds
      05-15-13                                               5.60            500,000              507,970
Delaware County Sewer Improvement Limited Tax
   General Obligation Bonds
      12-01-15                                               5.25          1,000,000              937,360
Dover Limited Tax Improvement General Obligation
   Bonds Municipal Sewer System
      12-01-09                                               7.10          1,000,000            1,030,850
Erie County Hospital Improvement Refunding
   Revenue Bonds Firelands Community Hospital
   Series 1992
      01-01-15                                               6.75          2,000,000(d)         2,037,740
Franklin County Convention Facilities Authority
   Tax & Lease Revenue Anticipation Pre-refunded
   Bonds (MBIA Insured)
      12-01-19                                               7.00          1,500,000            1,568,715
Franklin County Health Care Facilities Refunding
   Revenue Bonds Lutheran Senior City Incorporated
   Series 1999
      12-15-28                                               6.13          1,250,000            1,057,600
Franklin County Multi-family Housing Refunding
   Revenue Bonds Jefferson Chase Apartments
   Series 1998B A.M.T.
      11-01-35                                               6.40          1,000,000              898,740
Franklin County Multi-family Housing Refunding
   Revenue Bonds West Bay Apartments A.M.T.
      12-01-25                                               6.38          1,000,000              929,020
Greater Cleveland Regional Transit Authority
   General Obligation Bonds Series R
   (FGIC Insured)
      12-01-16                                               4.75          1,000,000              861,570
Hamilton County Sales Tax Revenue Bonds
  Hamilton County Football Series 1998A
   (MBIA Insured)
      12-01-17                                               4.75          1,000,000              849,210
Hamilton County Sales Tax Revenue Bonds
   Hamilton County Football Series 1998B
   (MBIA Insured)
      12-01-27                                               5.00          1,000,000              841,600
Hilliard County School District Unlimited Tax
   General Obligation Bonds Series A (FGIC Insured)
      12-01-20                                               5.00          1,000,000              876,280
Jackson County Hospital Facilities Revenue Bonds
   Consolidated Health System Jackson Hospital
   (Asset Guaranty)
      10-01-20                                               6.13          1,000,000              976,380
Lakota Local School District Unlimited Tax
   Improvement General Obligation Bonds
    (AMBAC Insured)
      12-01-14                                               6.25          2,000,000            2,140,301
Lorain County Hospital Facilities Refunding
   Revenue Bonds EMH Regional Medical Center
   Series 1995 (AMBAC Insured)
      11-01-21                                               5.38          2,000,000            1,792,860
Lorain County Independent Living & Hospital
   Facilities Refunding Revenue Bonds Elyria United
   Methodist Series 1996C
      06-01-22                                               6.88          1,000,000              982,550
Mahoning Valley Sanitary District Water
   Refunding Revenue Bonds (FSA Insured)
      11-15-18                                               5.75          1,300,000            1,273,532
Marion County Health Care Facilities Improvement
   Refunding Revenue Bonds United Church Homes
   Series 1993
      11-15-10                                               6.38            945,000              912,284
Marysville  Sewer System 1st Mortgage  Revenue  Bonds
 Series 1988 (BIG  Insured) A.M.T.
      02-15-08                                               7.85            370,000              371,006
Marysville Water System Mortgage Revenue Bonds
   Series 1991 (MBIA Insured)
      12-01-21                                               7.05          1,000,000            1,055,420
Montgomery County Health Facilities Refunding
   Revenue Bonds Friendship Village Dayton
   Series 1990A
      02-01-16                                               9.25          1,000,000            1,023,930
Montgomery County Hospital Facilities Refunding
   Revenue Bonds Kettering Medical Center
      04-01-22                                               6.75          1,000,000              947,130
Montgomery County Hospital Facility Refunding
   Revenue & Improvement Bonds Ketter Medical
   Center Series 1996 (MBIA Insured)
      04-01-26                                               5.50          1,000,000              910,930
Montgomery County Water Revenue Bonds Greater
   Moraine-Beavercreek District (FGIC Insured)
      11-15-17                                               6.25          1,000,000           1,023,800
North Olmstead County General Obligation Bonds
    (AMBAC Insured)
      12-01-16                                               5.00          1,500,000           1,356,675
      12-01-21                                               5.00            200,000             173,806
Oak Hills Local School District Unlimited Tax
   General Obligation Bonds Series 1997
   (MBIA Insured)
      12-01-25                                               5.13          1,000,000             869,350
Orrville Electric System Refunding Revenue &
   Improvement Mortgage Bonds Series 1997
   (AMBAC Insured)
      12-01-17                                               5.10          1,000,000             906,750
Pickerington Local School District Unlimited Tax
  General Obligation Pre-refunded Bonds
   (AMBAC Insured)
      12-01-13                                               7.00          1,000,000           1,045,810
Rural Loraine County Water Authority Water
   Resource Improvement Pre-refunded Revenue
   Bonds Series 1991 (AMBAC Insured)
      10-01-11                                               7.00          1,000,000           1,050,260
Stark County Health Care Facilities Refunding
   Revenue Bonds Rose Lane (GNMA/FHA Insured)
      07-20-33                                               5.45            215,000             188,903
State Air Quality Development Authority Refunding
   Revenue Bonds JMG Funding Limited Partnership
  (AMBAC Insured) A.M.T.
   04-01-29                                                  6.38            500,000             503,065
State Air Quality Development Authority Refunding
   Revenue Bonds Series 1994 (AMBAC Insured)
   A.M.T.
      01-01-29                                               6.38          2,000,000           2,012,260
State Air Quality Development Authority Revenue
   Bonds Columbus & Southern Series A
   (FGIC Insured)
      12-01-20                                               6.38          1,000,000           1,017,910
State Department of Administrative Services
  Certificate of Participation Ohio Center Series 1998
   (AMBAC Insured)
      07-15-28                                               5.00            550,000             462,941
State Higher Educational Facility Commission Revenue Bonds
   John Carroll University Project
      04-01-20                                               5.85          1,000,000             962,060
State Housing Finance Agency Mortgage Revenue
   Bonds Aristocrat South Board & Care Series 1991A
   (FHA Insured) A.M.T.
      08-01-31                                               7.30          1,500,000           1,533,120
State Housing Finance Agency Single Family
   Mortgage Revenue Bonds Series 1990A
   (GNMA Insured) A.M.T.
      03-01-30                                               7.80            210,000             213,975
State Housing Finance Agency Single Family
   Mortgage Revenue Bonds Series 1990C
   (GNMA Insured) A.M.T.
      09-01-21                                               7.85            420,000             432,566
State Municipal Electric Generation Agency
   Revenue Bonds Joint Venture 5 (AMBAC Insured)
      02-15-24                                               5.38          2,000,000           1,817,940
State Turnpike Commission Revenue Bonds Series 1998B
   (FGIC Insured)
      02-15-28                                               4.75            800,000             642,320
State Turnpike Commission Revenue Bonds Series A
      02-15-24                                               5.75          1,000,000           1,053,070
State Turnpike Commission Revenue Bonds Series A
   (MBIA Insured)
      02-15-26                                               5.50          1,000,000           1,044,540
State Valley School District School Improvement
   Unlimited Tax General Obligation Bonds Counties
   of Adams & Highland Series 1995 (MBIA Insured)
      12-01-21                                               5.25          2,000,000           1,800,340
State Water & Air Quality Development Authority
   Pollution Control Refunding Revenue Bonds
   Cleveland Electric Illuminating Series 1995
      08-01-25                                               7.70          1,000,000           1,062,580
State Water & Air Quality  Development  Authority
  Pollution  Control  Refunding Revenue Bonds
  Toledo Edison Series 1994A A.M.T.
      10-01-23                                               8.00          1,000,000           1,068,930
State Water & Air Quality Development Authority
   Water Development Refunding Revenue Bonds
   Pure Water (AMBAC Insured)
      12-01-18                                               5.50            750,000             711,128
State Water & Air Quality Development Authority
   Solid Waste Disposal Revenue Bonds Northstar
   BHP Steel LLC-Cargill
   Series 1995 A.M.T.
      09-01-20                                               6.30           500,000(d)           495,050
University of Cincinnati Certificates of Participation
   Student Recreation Center (MBIA Insured)
      06-01-24                                               5.13          1,000,000             869,560
University of Toledo General Receipt
   College Revenue Bonds Series 1998
   (FGIC Insured)
      06-01-20                                               4.75          1,000,000             833,310
University of Toledo General Receipt Pre-refunded
   Bonds Series 1990 (MBIA Insured)
      06-01-20                                               7.13            500,000             516,160
Warren County Various Purpose Limited Tax
   General Obligation Bonds Series 1992
      12-01-12                                               6.10            500,000             535,105
Total municipal bonds
(Cost: $68,528,797)                                                                          $68,443,391

Total investments in securities
(Cost: $68,528,797)(e)                                                                       $68,443,391
</TABLE>
<PAGE>
Notes to investments in securities
(a)  Securities  are valued by  procedures  described in Note 1 to the financial
     statements.
(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
     identify the insurer of the issue:
ACA     -- ACA  Financial  Guaranty  Corporation
AMBAC   -- American  Municipal  Bond Association Corporation
BIG     -- Bond Investors Guarantee
CGIC    -- Capital Guaranty Insurance  Company
FGIC    -- Financial  Guarantee  Insurance  Corporation
FHA     -- Federal Housing Authority
FNMA    -- Federal National  Mortgage  Association
FSA     -- Financial  Security Assurance
GNMA    -- Government  National Mortgage  Association
MBIA    -- Municipal Bond Investors  Assurance

(c) The following  abbreviations may be used in the portfolio descriptions:
A.M.T.  -- Alternative Minimum Tax -- As of Dec. 31, 1999, the value of
             securities subject to alternative  minimum tax represented 13.52%
             of net assets.
B.A.N.  -- Bond Anticipation Note
C.P.    -- Commercial Paper
R.A.N.  -- Revenue Anticipation Note
T.A.N.  -- Tax Anticipation Note
T.R.A.N -- Tax & Revenue Anticipation Note
V.R.    -- Variable Rate
V.R.D.B -- Variable Rate Demand Bond
V.R.D.N -- Variable Rate Demand Note

(d) Partially pledged as initial deposit on the following open interest rate
futures contracts  (see Note 5 to the financial statements):
Type of security                                               Notional Amount
Purchase contracts
Municipal Bonds, March 2000                                      $4,000,000
(e) At Dec. 31, 1999, the cost of securities for federal income tax purposes was
approximately $68,529,000 and the approximate aggregate gross unrealized
appreciation and depreciation based on that cost was:

Unrealized appreciation                                            $1,864,000
Unrealized depreciation                                            (1,950,000)
                                                                   ----------
Net unrealized depreciation                                          $(86,000)

<PAGE>

   PART C.    OTHER INFORMATION

   Item 23.   Exhibits

(a)      Declaration  of  Trust,  dated  April 7,  1986,  filed as  Exhibit 1 to
         Registration Statement No. 33-5103, is incorporated by reference.

(b)      Amended By-laws, dated June 8, 1989, filed as Exhibit 2 to Registrant's
         Post-Effective  Amendment No. 23 to Registration Statement 33-5103, are
         incorporated by reference.

(c)      Certificate  for shares of beneficial  interest,  filed as Exhibit 4 to
         Pre-Effective  Amendment No. 1 to Registration Statement No. 33-5103 is
         incorporated by reference.

(d)      Investment   Management   Services  Agreement  between  Registrant  and
         American Express Financial Corporation,  dated March 20, 1995, filed as
         Exhibit  5  to   Registrant's   Post-Effective   Amendment  No.  23  to
         Registration Statement 33-5103, is incorporated by reference.

(e)      Distribution  Agreement  between AXP  Utilities  Income Fund,  Inc. and
         American  Express  Financial  Advisors Inc.  dated July 8, 1999,  filed
         electronically as Exhibit (e) to Registrant's  Post-Effective Amendment
         No.  22 File No.  33-20872  filed  on or  about  August  26,  1999,  is
         incorporated by reference.  Registrant's Distribution Agreement differs
         from the one incorporated by reference only by the fact that Registrant
         is one executing party.

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

(g)      Custodian  Agreement  between  Registrant  and First  National  Bank of
         Minneapolis,  dated July 23, 1986, filed electronically as Exhibit 8 to
         Registrant's Post Effective Amendment No. 23 to Registration  Statement
         No. 33-5103, is incorporated by reference.

(h)(1)   Administrative  Services  Agreement  between  Registrant  and  American
         Express Financial  Corporation,  dated March 20, 1995, filed as Exhibit
         9(c) to  Registrant's  Post-Effective  Amendment No. 23 to Registration
         Statement 33-5103, is incorporated by reference.

(h)(2)   License  Agreement,  dated  January 25, 1988,  filed as Exhibit 9(d) to
         Registrant's  Post-Effective Amendment No. 23 to Registration Statement
         33-5103, is incorporated by reference.

(h)(3)   License Agreement, dated June 17, 1999, between American Express Funds
         and American  Express  Company filed  electronically  on or about
         Sept.  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.

(h)(4)   Class Y Shareholder Service Agreement between IDS Precious Metals Fund,
         Inc. and American Express Financial Advisors., dated May 9, 1997, filed
         electronically on or about May 27, 1997 as Exhibit 9(e) to IDS Precious
         Metals  Fund Inc.'s  Post-Effective  Amendment  No. 30 to  Registration
         Statement No. 2-93745, is incorporated by reference. Registrant's Class
         Y Shareholder  Service  Agreement  differs from the one incorporated by
         reference only by the fact that Registrant is one executing party.

(h)(5)   Transfer  Agency  Agreement  between  Registrant  and American  Express
         Client Service Corporation, dated March 9, 2000 is filed electronically
         herewith.


<PAGE>



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

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

(k)      Omitted Financial Statements: Not applicable.

(l)      Initial Capital Agreements: Not applicable.

(m)(1)   Plan and Agreement of Distribution dated July 1, 1999 between AXP
         Discovery Fund,  Inc.  and  American   Express   Financial   Advisors
         Inc.,  is incorporated  by reference to Exhibit (m) to AXP Discovery
         Fund, Inc. Post-Effective  Amendment No. 36 to Registration Statement
         No. 2-72174 filed on or about July 30, 1999.

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

(n)      Rule 18f-3 Plan,  dated March 2000 is  incorporated by reference to
         Exhibit (n) to  AXP  Bond  Fund  Inc.'s  Post-Effective  Amendment  No.
         51 to Registration  Statement  File No.  2-51586  filed on or about
         June 26, 2000.

(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)   Trustees' Power of Attorney to sign Amendments to this Registration
         Statement, dated Jan. 13, 2000 is filed electronically herewith as
         Exhibit (q)(1).

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

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

                  None.
<PAGE>

   Item 25. Indemnification

   The  Declaration  of Trust of the  registrant  provides  that the Trust shall
   indemnify  any  person  who was or is a party or is  threatened  to be made a
   party,  by reason of the fact  that he or she is or was a  trustee,  officer,
   employee  or agent of the Trust,  or is or was  serving at the request of the
   Trust  as  a  trustee,   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
   Trust may purchase liability insurance and advance legal expenses, all to the
   fullest extent  permitted by the laws of the State of  Massachusetts,  as now
   existing or hereafter  amended.  The By-laws of the  registrant  provide that
   present or former  trustees  officers of the Trust 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 Trust to
   the full extent  authorized by the laws of the Commonwealth of Massachusetts,
   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 trustees,  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 trustee,  officer or controlling
   person of the  registrant in the  successful  defense of any action,  suit or
   proceeding)  is asserted by such trustee,  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 trustees,  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 California Tax-Exempt Trust certifies that it meets
   the requirements for the  effectiveness of this Amendment to its 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 State of Minnesota on the 14th day of June, 2000.

   AXP CALIFORNIA TAX-EXEMPT TRUST


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


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


   Pursuant to the  requirements  of the  Securities  Act, this Amendment to the
   Registration  Statement has been signed below by the following persons in the
   capacities indicated on the 14th day of June, 2000.

   Signature                                         Capacity

                                                     Trustee
       Peter J. Anderson

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

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

   /s/ Lynne V. Cheney*                              Trustee
       Lynne V. Cheney

   /s/ David R. Hubers*                              Trustee
       David R. Hubers

   /s/ Heinz F. Hutter*                              Trustee
       Heinz F. Hutter


<PAGE>


   Signature                                         Capacity

   /s/ Anne P. Jones*                                Trustee
       Anne P. Jones

   /s/ William R. Pearce*                            Trustee
       William R. Pearce

   /s/ Alan K. Simpson*                              Trustee
       Alan K. Simpson

   /s/ John R. Thomas*                               Trustee
       John R. Thomas

   /s/ C. Angus Wurtele*                             Trustee
       C. Angus Wurtele


*Signed  pursuant to  Trustees'  Power of  Attorney,  dated 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. 27 TO REGISTRATION  STATEMENT NO.
33-5103


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

   The facing sheet.

   Part A.

         The prospectus.

   Part B.

         Statement of Additional Information.

         Financial Statements.

   Part C.

         Other information.

         Exhibits.

   The signatures.




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