AXP SPECIAL TAX-EXEMPT SERIES TRUST, 485APOS, 1999-06-28

AXP SPECIAL TAX-EXEMPT SERIES TRUST
485APOS, 1999-06-28

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<PAGE>

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. 31 (File No. 33-5102) [X]
----

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 32 (File No. 811-4647) [X]
----

AXP SPECIAL TAX-EXEMPT SERIES TRUST
IDS Tower 10
Minneapolis, Minnesota 55440-0010

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)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on Aug. 27, 1999 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485

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

<PAGE>

AXPSM Insured Tax-Exempt Fund

PROSPECTUS
Aug. 27, 1999

AXPSM Insured Tax-Exempt Fund seeks to provide shareholders with a high level of
income generally exempt from federal income tax and preservation of
shareholders' capital.

Please note that this Fund:
o is not a bank deposit
o is not federally insured
o is not endorsed by any bank or government agency
o is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund
Goal
Investment Strategy
Risks
Past Performance
Fees and Expenses
Management

Buying and Selling Shares
Valuing Fund Shares
Investment Options
Purchasing Shares
Sales Charges
Exchanging/Selling Shares

Distributions and Taxes

Personalized Shareholder Information

About the Company

Quick Telephone Reference

Financial Highlights

Appendix

<PAGE>

FUND INFORMATION KEY

icon of magnifying glass Goal and Investment Strategy
The Fund's particular investment goal and
the strategies it intends to use in pursuing
its goal.

icon of die Risks
The major risk factors associated with the
Fund.

icon of checkbook Fees and Expenses
The overall costs incurred by an investor in
the Fund, including sales charges and annual
expenses.

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

icon of stack of dollar bills Financial Highlights
Tables showing the Fund's financial
performance.

<PAGE>

The Fund

GOAL
AXP Insured Tax-Exempt Fund (the Fund) seeks to provide shareholders with a high
level of income generally exempt from federal income tax and preservation of
shareholders' capital. Because any investment involves risk, achieving this goal
cannot be guaranteed.

INVESTMENT STRATEGY
The Fund's assets primarily are invested in a diversified portfolio of
securities exempt from federal income tax, with principal and interest either
fully insured by private insurers or guaranteed by an agency or instrumentality
of the U.S. government. Under normal market conditions, the Fund will invest at
least 80% of its net assets in securities issued by or on behalf of state of
local governments. At least 65% of its total assets will be invested in bonds
and in other debt obligations that are privately insured and have a maturity of
more than one year. 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. The Fund also may invest up to 20% of its net assets in debt obligations
whose interest is subject to the alternative minimum tax computation.

Although the Fund invests in securities that are privately insured, the Fund's
shares are not insured or guaranteed in any respect.

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

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

o Considering opportunities and risks given current and expected interest
rates.
o Identifying obligations in states or sectors which, due to supply and
demand, are offering higher yields than comparable instruments.
o Identifying obligations that:
- are high quality,
- are lower quality provided that they are insured,
- 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,
- 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, the Fund also may invest in
derivative instruments, money market securities and other short-term tax-exempt
securities.

During weak or declining markets, the Fund may invest more of its assets in
money market securities or certain taxable investments. Although the Fund
primarily will invest in these securities to avoid losses, this type of
investing also could reduce the benefit from any improvement in the market.
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 Fund's Statement of
Additional Information (SAI) and the annual/semiannual reports.

<PAGE>

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

Market Risk
Interest Rate Risk
Legal/Legislative Risk

Market Risk

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

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).

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.

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

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

o how the Fund's average annual total returns compare to a recognized index.

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

Class A Performance (based on calendar years)
- ------------------------------------------------------------------------

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

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

- -----------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- -----------------------------------------------------------------------------

During the period shown in the bar chart, the highest return for a calendar
quarter was ___% (quarter ending __ 19__) and the lowest return for a calendar
quarter was ___% (quarter ending __ 19__).

The 5% sales charge applicable to Class A shares of the Fund is not reflected in
the bar chart; if reflected, returns would be lower than those shown. The
performance of Class B and Class Y may vary from that shown above because of
differences in sales charges and fees.

<PAGE>

The Fund's year to date return as of June 30, 1999 was _____%.

Average Annual Total Returns (as of Dec. 31, 1998)

1 year 5 years 10 years Since inception

Insured Tax-Exempt:

Class A -

Class B - - a

Class Y - - a

Lehman Brothers b
Municipal Bond Index

a Inception date was March 20, 1995.
b Measurement period started April 1, 1995.

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

For purposes of this calculation we assumed:
o a sales charge of 5% for Class A shares,
o sales at the end of the period and deduction of the applicable contingent
deferred sales charge (CDSC) for Class B shares,
o no sales charge for Class Y shares, and
o no adjustments for taxes paid by an investor on the reinvested income and
capital gains.

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 by the Fund.

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

Shareholder Fees (fees paid directly from your investment)

Class A Class B Class Y
Maximum sales charge
(load) imposed on purchasesa
(as a percentage
of offering price) 5% none none
..............................................................................
Maximum deferred sales
charge (load) imposed on
sales (as a percentage
of offering price at time of purchase) none 5% none
..............................................................................

<PAGE>

Annual Fund operating expenses (expenses that are deducted from Fund assets)
<TABLE>
<CAPTION>
<S> <C> <C> <C>

As a percentage of average daily net assets: Class A Class B Class Y
- ----------------------------------------------- -------------------- -------------------- -------------------
Management fees % % %
- ----------------------------------------------- -------------------- -------------------- -------------------
- ----------------------------------------------- -------------------- -------------------- -------------------
Distribution (12b-1) fees % % %
- ----------------------------------------------- -------------------- -------------------- -------------------
- ----------------------------------------------- -------------------- -------------------- -------------------
Other expensesb % % %
- ----------------------------------------------- -------------------- -------------------- -------------------
- ----------------------------------------------- -------------------- -------------------- -------------------
Total % % %
- ----------------------------------------------- -------------------- -------------------- -------------------
</TABLE>

a This charge may be reduced depending on your total investments in American
Express funds. See "Sales Charges."
b Other expenses include an administrative services fee, a shareholder services
fee, a transfer agency fee and other nonadvisory expenses. Effective Feb. 1,
1999, the transfer agency fee for Class A and Class B increased $4 per
shareholder account. Effective April 1, 1999, the transfer agency fee for Class
Y increased $2 per shareholder account. As of these dates, the new annual fee
per shareholder account is $19.50, $20.50, and $17.50 for Class A, Class B and
Class Y, respectively. The percentages above reflect these increases in transfer
agency fees.

Example

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

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

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d
Class Y $ $ $ $

a Includes a 5% sales charge.
b Assumes you sold your Class B shares at the end of the period and incurred the
applicable CDSC.
c Assumes you did not sell your Class B shares at the end of
the period.
d Based on conversion of Class B shares to Class A shares in the
ninth year of ownership.

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

MANAGEMENT
Paul Hylle, portfolio manager, joined AEFC in 1993. He also serves as portfolio
manager 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.

Buying and Selling Shares

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

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

<PAGE>

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. Since the Fund's investment policies permit it to invest in
securities 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.

2. Class B shares are sold to the public with a CDSC and an annual
distribution (12b-1) fee.

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

Investment options summary:

Class A

Maximum sales charge of 5%

Initial sales charge waived or reduced for certain purchases

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

Lower annual expenses than Class B shares

Class B

No initial sales charge

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

CDSC waived in certain circumstances

Shares convert to Class A in ninth year of ownership

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

Higher annual expenses than Class A shares

<PAGE>

Class Y

No initial sales charge

No annual distribution fee

Service fee of 0.10% of average daily net assets

Available only to certain qualifying institutional investors

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

Should you purchase Class A or Class B shares?

If your investments in American Express funds total $250,000 or more, Class A
shares may be the better option. 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 an additional annual distribution fee of 0.75% and a
CDSC for six years. To help you determine what is best for you, consult your
financial advisor.

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.

PURCHASING SHARES
If you do not have a mutual fund account, you need to establish one. Your
financial advisor will help you fill out and submit an application. Once your
account is set up, you can choose among several convenient ways to invest.

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

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

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

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

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

o criminal penalties for falsifying information.

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

<PAGE>

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

Individual or joint account The individual or one of the individuals listed on
the joint account
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------

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

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

An irrevocable trust, The legal entity
pension trust or estate (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 The organization
tax-exempt organization
- ------------------------------------------------------- -----------------------------------------------------
</TABLE>

For details on TIN requirements, ask your financial advisor or contact your
local American Express Financial Advisors office to obtain a copy of federal
Form W-9, "Request for Taxpayer Identification Number and Certification."

Three ways to invest

(1) By mail:

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

American Express Financial Advisors Inc.
P.O. Box 74
Minneapolis, MN 55440-0074

Minimum amounts
Initial investment: $2,000
Additional investments: $100
Account balances: $300

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

<PAGE>

(2) By scheduled investment plan:

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

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

Minimum amounts
Initial investment: $100
Additional investments: $100/mo.
Account balances: none (on active plans with monthly payments)

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

(3) By wire or electronic funds transfer:

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

Norwest Bank Minnesota
Routing Transit No. 091000019

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

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

Minimum amounts
Each wire investment: $1,000

If you are in a wrap fee program sponsored by AEFA and your balance falls below
the required program minimum or your program is terminated, your shares will be
sold and the proceeds will be mailed to you.

<PAGE>

- -----------------------------------------------------------------------------
SALES CHARGES
Class A -- initial sales charge alternative

When you purchase Class A shares, you pay a 5% sales charge on the first $50,000
of your total investment and less on investments after the first $50,000:

Total investment Sales charge as percentage of:a
Public offering Net amount
priceb invested
Up to $50,000 5.0% 5.26%
- -----------------------------------------------------------------------------
Next $50,000 4.5 4.71
Next $400,000 3.8 3.95
Next $500,000 2.0 2.04
$1,000,000 or more 0.0 0.00
- -----------------------------------------------------------------------------

a To calculate the actual sales charge on an investment greater than $50,000
and less than $1,000,000, you must total the amounts of all increments that
apply.

b Offering price includes a 5% sales charge.

The sales charge on Class A shares may be lower than 5%, depending on the total
amount:

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

Other Class A sales charge policies:

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

o if you intend to invest $1 million 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 see the SAI.

Waivers of the sales charge for Class A shares Sales charges do not apply to:

o current or retired board members, officers or employees of the Fund or AEFC
or its subsidiaries, their spouses or domestic partners and unmarried
children under 21.

o current or retired American Express financial advisors, their spouses or
domestic partners and unmarried children under 21.

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

<PAGE>

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

o shareholders who have at least $1 million invested in American Express
funds. If the investment is sold in the first year after purchase, a CDSC
of 1% will be charged. The CDSC will be waived only in the circumstances
described for waivers for Class B shares.

o purchases made within 30 days after a sale of shares (up to the amount
sold):

- of a product distributed by AEFA in a qualified plan subject to a
deferred sales charge, or

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

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

o purchases made:

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

- through or under a wrap fee product sponsored by AEFA,

- 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,

- with the proceeds from IDS Life Real Estate Variable Annuity surrenders,
or

- through or under a subsidiary of AEFC offering Personal Trust Services'
Asset

- Based pricing alternative.

Class B -- contingent deferred sales charge (CDSC) alternative

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

If the sale is The CDSC
made during the: percentage rate is:
First year 5%
Second year 4%
Third year 4%
Fourth year 3%
Fifth year 2%
Sixth year 1%
Seventh year 0%

<PAGE>

If the amount you are selling causes the value of your investment in Class B
shares to fall below the cost of the shares you have purchased during the last
six years including the current year, the CDSC is based on the lower of the cost
of those shares purchased or market value.

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.

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 rate on your sale will be based on your
oldest purchase payment. The CDSC on the next amount sold will be based on the
next oldest purchase payment.

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

- 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 in a product distributed by AEFA, or a custodian
-to-custodian transfer to a product not distributed by AEFA, the CDSC
will not be waived) or
- selling under an approved substantially equal periodic payment
arrangement.

EXCHANGING/SELLING SHARES
Exchanges

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

You may make up to three exchanges within any 30-day period, with each limited
to $300,000. These limits do not apply to scheduled exchange programs and
certain employee benefit plans or other arrangements through which one
shareholder represents the interests of several. Exceptions may be allowed with
pre-approval of the Fund.

Other exchange policies:

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

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

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

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

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

<PAGE>

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

Selling Shares

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

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

You can change your mind after requesting a sale and use all or part of the
proceeds to purchase new shares in the same account from which you sold. If you
reinvest in Class A, you will purchase the new shares at NAV rather than the
offering price on the date of a new purchase. If you reinvest in Class B, any
CDSC you paid on the amount you are reinvesting also will be reinvested. To take
advantage of this option, send a request within 30 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.

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

The Fund reserves the right to redeem in kind.

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.)

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

Two ways to request an exchange or sale of shares

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

Regular mail:
American Express Client Service Corporation
Attn: Transactions
P.O. Box 534
Minneapolis, MN 55440-0534

Express mail:
American Express Client Service Corporation
Attn: Transactions
733 Marquette Ave.
Minneapolis, MN 55402

<PAGE>

(2) By telephone:
American Express Financial Advisors
Telephone Transaction Service
800-437-3133

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

Minimum sale amount: $100

Maximum sale amount: $50,000

Three ways to receive payment when you sell shares

(1) By regular or express mail:
o Mailed to the address on record.
o Payable to names listed on the account.

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

(2) By wire or electronic funds transfer:
o Minimum wire: $1,000.
o Request that money be wired to your bank.
o Bank account must be in the same ownership as the American Express fund
account.

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

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

Distributions and Taxes

As a shareholder you are entitled to your share of the Fund's net income and 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 DISTRIBUTION
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. Net short-term capital gains are included in net investment income.
Long-term capital gains are realized when a security is held for more than one
year. The Fund offsets any net realized capital gains by any available capital
loss carryovers. Net realized long-term capital gains, if any, are distributed
by the end of the calendar year as capital gain distributions.

<PAGE>

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

o you request distributions in cash, or
o you direct the Fund to invest your distributions in the same class of any
publicly offered American Express 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 other income earned
and capital gain distributions 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 borrowed money 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 will 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 is taxable.

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 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 sell shares for less than their cost, the difference is a
capital loss. If you buy Class A shares of another American Express fund and
within 91 days exchange into this Fund, you may not include the sales charge in
your calculation of tax gain or loss on the sale of the first fund you
purchased. The sales charge may be included in the calculation of your tax gain
or loss on a subsequent sale of this Fund.

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

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

Personalized Shareholder Information

To help you track and evaluate the performance of your investments, AECSC
provides these individualized reports:

QUARTERLY STATEMENTS
List your holdings and transactions during the previous three months, as well as
individualized return information.

<PAGE>

YEARLY TAX STATEMENTS
Feature average-cost-basis reporting of capital gains or losses if you sell your
shares, along with distribution information to simplify tax calculations.

PERSONALIZED MUTUAL FUND PROGRESS REPORTS
Detail returns on your initial investment and cash-flow activity in your
account. This report calculates a total return reflecting your individual
history in owning Fund shares and is available from your financial advisor.

About the Company

BUSINESS STRUCTURE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
---------------------
Shareholders
---------------------

---------------------
Your American
Express financial
advisor and other
servicing agents

May receive a fee
for their sales
efforts and ongoing
service.
---------------------

- ----------------------- --------------------- --------------------- ---------------------
Transfer Agent: Administrative Distributor and
American Express Services Agent: Shareholder
Client Service American Express Services Agent:
Corporation Financial American Express
Corporation Financial Advisors
Maintains shareholder
accounts and records Provides Markets and
for the Fund; administrative and distributes shares;
receives a fee based accounting services receives a portion
on the number of for the Fund; of the sales charge
accounts it services. receives a fee or CDSC and
based on average The Fund distribution fee.
daily net assets. Also provides a
variety of ongoing
shareholder
services.
- ----------------------- --------------------- ---------------------

--------------------- ---------------------
Investment Manager: Custodian:
American Express U.S. Bank National
Financial Association
Corporation
Provides
Manages the Fund's safekeeping of
investments and assets; receives a
receives a fee fee that varies
based on average based on the number
daily net assets.* of securities held.
--------------------- --------------------- ---------------------
</TABLE>

* The Fund pays AEFC a fee for managing its assets. Under the Investment
Management Services Agreement, the fee for the most recent fiscal year was
____% of its average daily net assets. Under the Agreement, the Fund also
pays taxes, brokerage commissions and nonadvisory expenses.

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 $__ billion for all 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 $___ billion.

<PAGE>

AEFA serves individuals and businesses through its nationwide network of more
than ___ offices and more than ____ advisors.

AEFC, located at IDS Tower 10, Minneapolis, MN 55440-0010, 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.

YEAR 2000
The Fund could be adversely affected if the computer systems used by AEFC and
the Fund's other service providers do not properly process and calculate
date-related information from and after Jan. 1, 2000. While Year 2000-related
computer problems could have a negative effect on the Fund, AEFC is working to
avoid such problems and to obtain assurances from service providers that they
are taking similar steps.

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

Quick Telephone Reference

AMERCIAN EXPRESS FINANCIAL ADVISORS
Telephone Transaction Service
Sales and exchanges, dividend payments or reinvestments and automatic payment
arrangements: 800-437-3133

AMERICAN EXPRESS CLIENT SERVICE CORPORATION
Fund performance, fund prices, account values, recent account transactions and
account inquiries: 800-862-7919

TTY SERVICE
For the hearing impaired: 800-846-4852

<PAGE>

Financial Highlights

[insert financial highlights here from Accounting]

<PAGE>

Appendix

1999 federal tax-exempt and taxable equivalent yield calculation

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

[Federal tax tables to be inserted here in typeset by Accounting.]

<PAGE>

AMERICAN
EXPRESS
Financial
Advisors

This Fund, along with the other American Express funds, is distributed by
American Express Financial Advisors Inc. and 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 American Express Client Service Corporation.

American Express Client Service Corporation
P.O. Box 534, Minneapolis, MN 55440-0534
800-862-7919 TTY: 800-846-4852
Web site address:
http://www.americanexpress.com/advisors

You may review and copy information about the Fund, including the SAI, at the
Securities and Exchange Commission's (Commission) Public Reference Room in
Washington, D.C. (for information about the public reference room call
1-800-SEC-0330). Reports and other information about the Fund are available on
the Commission's Internet site at http://www.sec.gov. Copies of this information
may be obtained by writing and paying a duplicating fee to the Public Reference
Section of the Commission, Washington, D.C. 20549-6009.

Investment Company Act File #811-4647

TICKER SYMBOL

Class A: IINSX Class B: IINBX Class Y: NA

<PAGE>

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

PROSPECTUS
Aug 27, 1999

Each Fund seeks to provide shareholders 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:
o is not a bank deposit
o is not federally insured
o is not endorsed by any bank or government agency
o is not guaranteed to achieve its goal

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Funds
Goal
Investment Strategy
Risks
Past Performance
Fees and Expenses
Management

Buying and Selling Shares
Valuing Fund Shares
Investment Options
Purchasing Shares
Sales Charges
Exchanging/Selling Shares

Distributions and Taxes

Personalized Shareholder Information

About the Company

Quick Telephone Reference

Financial Highlights

Appendix

<PAGE>

FUND INFORMATION KEY

icon of magnifying glass Goal and Investment Strategy
Each Fund's
particular investment goal and
the strategies it intends to use
in pursuing its goal.

icon of die Risks
The major risk factors associated
with each Fund.

icon of checkbook Fees and Expenses
The overall costs incurred by an
investor in each Fund, including
sales charges and annual
expenses.

icon of folder Management
The individual or group
designated by the investment
manager to handle each Fund's
day-to-day management.

icon of stack of dollar bills Financial Highlights
Tables showing each Fund's
financial performance.

<PAGE>

The Funds

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 Fund 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:

o Considering opportunities and risks given current and expected
interest rates.
o Identifying obligations in sectors which, due to supply and demand, are
offering higher yields than comparable instruments.
o Identifying obligations that:
-are high and medium quality,
-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 an attempt to ensure that lower
credit ratings are justified based on higher yields.

In evaluating whether to sell a security, AEFC considers, among other factors,
whether:
-the security is overvalued,
-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
derivative instruments, debt securities sold at a deep discount, money market
securities and other short-term tax-exempt securities.

<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 reduce
the benefit from any improvement in the market. 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.

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

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).

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. They have greater price fluctuations and are more
likely to experience a default.

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.

<PAGE>

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).

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.

In addition to such factors, 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. Please see the SAI for additional details.

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

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

o how each Fund's average annual total returns compare to a recognized index.

How each Fund has performed in the past does not indicate how the Fund will
perform in the future.
<TABLE>
<CAPTION>
California - Class A Performance* (based on calendar years)
- ---------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- ---------------------------------------------------------------------------------------------------
</TABLE>
During the period shown in the bar chart, the highest return for a calendar
quarter was ___% (quarter ending __ 19__) and the lowest return for a calendar
quarter was ___% (quarter ending __ 19__).

The Fund's year to date return as of June 30, 1999 was ____%.

<PAGE>

Massachusetts - Class A Performance* (based on calendar years)
- ---------------------------------------------------------------------------------------------------

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

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- ---------------------------------------------------------------------------------------------------
</TABLE>
During the period shown in the bar chart, the highest return for a calendar
quarter was ___% (quarter ending __ 19__) and the lowest return for a calendar
quarter was ___% (quarter ending __ 19__).

The Fund's year to date return as of June 30, 1999 was ____%.
<TABLE>
<CAPTION>
Michigan - Class A Performance* (based on calendar years)
- ---------------------------------------------------------------------------------------------------

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

The Fund's year to date return as of June 30, 1999 was ____%.
<TABLE>
<CAPTION>
Minnesota - Class A Performance* (based on calendar years)
- ---------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- ---------------------------------------------------------------------------------------------------
</TABLE>
During the period shown in the bar chart, the highest return for a calendar
quarter was ___% (quarter ending __ 19__) and the lowest return for a calendar
quarter was ___% (quarter ending __ 19__).

The Fund's year to date return as of June 30, 1999 was ____%.

New York - Class A Performance* (based on calendar years)
- ---------------------------------------------------------------------------------------------------

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

The Fund's year to date return as of June 30, 1999 was ____%.
<TABLE>
<CAPTION>
Ohio - Class A Performance* (based on calendar years)
- ---------------------------------------------------------------------------------------------------

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

The Fund's year to date return as of June 30, 1999 was ____%.

*The 5% 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 may vary from that shown above because of differences in
sales charges and fees.

The Fund's year to date return as of June 30, 1999 was _____%.

Average Annual Total Returns (as of Dec. 31, 1998)

1 year 5 years 10 years Since inception

California:

Class A % % % --%

Class B % --% --% %*

Massachusetts:

Class A % % % --%

Class B % --% --% %*

<PAGE>

Michigan:

Class A % % % --%

Class B % --% --% %*

Minnesota:

Class A % % % --%

Class B % --% --% %*

New York:

Class A % % % --%

Class B % --% --% %*

Ohio:

Class A % % % --%

Class B % --% --% %*

Lehman Brothers % % % %**
Municipal Bond
Index

* Inception date was March 20, 1995.
** Measurement period started April 1, 1995.

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.

For purposes of this calculation we assumed:
o a sales charge of 5% for Class A shares,
o sales at the end of the period and deduction of the applicable contingent
deferred sales charge (CDSC) for Class B shares, and
o no adjustments for taxes paid by an investor on the reinvested income
and capital gains.

Lehman Brothers Municipal Bond Index, an unmanaged index 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. However, the securities used to create the index may not be
representative of the bonds held in a Fund. 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 by the fund.

<PAGE>

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

Shareholder Fees (fees paid directly from your investment)

Class A Class B
Maximum sales charge
(load) imposed on purchasesa
(as a percentage
of offering price) 5% none
............................................... .................... ...........
Maximum deferred sales
charge (load) imposed on
sales (as a percentage
of offering price at time of purchase) none 5%
............................................... .................... ...........

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

California

As a percentage of average daily net assets: Class A Class B
- ----------------------------------------------- -------------------- -----------
Management fees % %
- ----------------------------------------------- -------------------- -----------
- ----------------------------------------------- -------------------- -----------
Distribution (12b-1) fees % %
- ----------------------------------------------- -------------------- -----------
- ----------------------------------------------- -------------------- -----------
Other expensesb % %
- ----------------------------------------------- -------------------- -----------
- ----------------------------------------------- -------------------- -----------
Total % %
- ----------------------------------------------- -------------------- -----------

Massachusetts

Michigan

<PAGE>

Minnesota

New York

Ohio

a This charge may be reduced depending on your total investments in American
Express funds. See "Sales Charges."
b Other expenses include an administrative services fee, a shareholder
services fee, a transfer agency fee and other nonadvisory expenses.
Effective Feb. 1, 1999, the transfer agency fee for Class A and Class B
increased $___ per shareholder account. As of these dates, the new annual
fee per shareholder account is $ and $ for Class A and Class B,
respectively. The percentages above reflect these increases in transfer
agency fees.

Example

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

Assume you invest $10,000 and each 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:

California

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d

<PAGE>

Massachusetts

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d

Michigan

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d

Minnesota

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d

New York

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d

Ohio

1 year 3 years 5 years 10 years
Class Aa $ $ $ $
Class Bb $ $ $ $ d
Class Bc $ $ $ $ d

a Includes a 5% sales charge.
b Assumes you sold your Class B shares at the end of the period and incurred
the applicable CDSC.
c Assumes you did not sell your Class B shares at the end of the period.
d Based on conversion of Class B shares to Class A shares in the ninth
year of ownership.

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

MANAGEMENT
Paul Hylle, portfolio manager for each Fund, 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,
AXP Ohio Tax-Exempt Fund, singularly or collectively as the context requires.

<PAGE>

VALUING FUND SHARES
The public offering price for Class A is the net asset value (NAV) adjusted for
the sales charge. For Class B it is the NAV.

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, 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.

2. Class B shares are sold to the public with a CDSC and an annual
distribution (12b-1) fee.

Investment options summary:

Class A

Maximum sales charge of 5%

Initial sales charge waived or reduced for certain purchases

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

Lower annual expenses than Class B shares

Class B

No initial sales charge

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

CDSC waived in certain circumstances

Shares convert to Class A in ninth year of ownership

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

Higher annual expenses than Class A shares

<PAGE>

Should you purchase Class A or Class B shares?

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

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.

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

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

o criminal penalties for falsifying information.

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

How to determine the correct TIN
<TABLE>
<CAPTION>

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 individuals listed on
the joint account
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------

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

<PAGE>

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

Association, club or The organization
tax-exempt organization
- ------------------------------------------------------- -----------------------------------------------------
</TABLE>
For details on TIN requirements, ask your financial advisor or contact your
local American Express Financial Advisors office to obtain a copy of federal
Form W-9, "Request for Taxpayer Identification Number and Certification."

Three ways to invest

(1) By mail:

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

American Express Financial Advisors Inc.
P.O. Box 74
Minneapolis, MN 55440-0074

Minimum amounts
Initial investment: $2,000
Additional investments: $100
Account balances: $300

(2) By scheduled investment plan:

Contact your financial advisor for assistance in setting up one of the following
scheduled plans: o automatic payroll deduction, o bank authorization, o direct
deposit of Social Security check, or o other plan approved by the Fund.

Minimum amounts
Initial investment: $100
Additional investments: $100/mo.
Account balances: none (on active plans with monthly payments)

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

<PAGE>

(3) By wire or electronic funds transfer:

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

Norwest Bank Minnesota
Routing Transit No. 091000019

Minimum amounts
Each wire investment: $1,000

- -------------------------------------------------------------------------------
SALES CHARGES
Class A -- initial sales charge alternative

When you purchase Class A shares, you pay a 5% sales charge on the first $50,000
of your total investment and less on investments after the first $50,000:

Total investment Sales charge as percentage of:a
Public offering Net amount
priceb invested
Up to $50,000 5.0% 5.26%
- --------------------------------------------------------------------------------
Next $50,000 4.5 4.71
Next $400,000 3.8 3.95
Next $500,000 2.0 2.04
$1,000,000 or more 0.0 0.00
- --------------------------------------------------------------------------------

a To calculate the actual sales charge on an investment greater than $50,000
and less than $1,000,000, you must total the amounts of all increments that
apply.

b Offering price includes a 5% sales charge.

The sales charge on Class A shares may be lower than 5%, depending on the total
amount:

<PAGE>

Other Class A sales charge policies:

o if you intend to invest $1 million 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 see the SAI.

Waivers of the sales charge for Class A shares Sales charges do not apply to:

o current or retired board members, officers or employees of the Fund or AEFC
or its subsidiaries, their spouses or domestic partners and unmarried
children under 21.

o current or retired American Express financial advisors, their spouses or
domestic partners and unmarried children under 21.

o purchases made within 30 days after a sale of shares (up to the
amount sold):

- of a product distributed by AEFA in a qualified plan subject to a
deferred sales charge, or

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

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

o purchases made:

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

- through or under a wrap fee product sponsored by AEFA,

- within the University of Texas System ORP,

<PAGE>

- 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,

- with the proceeds from IDS Life Real Estate Variable Annuity
surrenders, or

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

Class B -- contingent deferred sales charge (CDSC) alternative

If the sale is The CDSC
made during the: percentage rate is:
First year 5%
Second year 4%
Third year 4%
Fourth year 3%
Fifth year 2%
Sixth year 1%
Seventh year 0%

<PAGE>

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

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

EXCHANGING/SELLING SHARES
Exchanges

Other exchange policies:

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

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

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

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

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

<PAGE>

Selling Shares

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

You can change your mind after requesting a sale and use all or part of the
proceeds to purchase new shares in the same account from which you sold. If you
reinvest in Class A, you will purchase the new shares at NAV rather than the
offering price on the date of a new purchase. If you reinvest in Class B, any
CDSC you paid on the amount you are reinvesting also will be reinvested. To take
advantage of this option, send a request within 30 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.

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

The Fund reserves the right to redeem in kind.

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

Two ways to request an exchange or sale of shares

Regular mail:
American Express Client Service Corporation
Attn: Transactions
P.O. Box 534
Minneapolis, MN 55440-0534

Express mail:
American Express Client Service Corporation
Attn: Transactions
733 Marquette Ave.
Minneapolis, MN 55402

<PAGE>

(2) By telephone:
American Express Financial Advisors
Telephone Transaction Service
800-437-3133

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

Minimum sale amount: $100

Maximum sale amount: $50,000

Three ways to receive payment when you sell shares

(1) By regular or express mail:
o Mailed to the address on record.
o Payable to names listed on the account.

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

(2) By wire or electronic funds transfer:
o Minimum wire: $1,000.
o Request that money be wired to your bank.
o Bank account must be in the same ownership as the American Express fund
account.

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

Distributions and Taxes

<PAGE>

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

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.

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

Personalized Shareholder Information

To help you track and evaluate the performance of your investments, AECSC
provides these individualized reports:

QUARTERLY STATEMENTS
List your holdings and transactions during the previous three months, as well as
individualized return information.

<PAGE>

YEARLY TAX STATEMENTS
Feature average-cost-basis reporting of capital gains or losses if you sell your
shares, along with distribution information to simplify tax calculations.

About the Company

BUSINESS STRUCTURE
<TABLE>
<S> <C> <C> <C>

---------------------
Shareholders
---------------------

---------------------
Your American
Express financial
advisor and other
servicing agents

May receive a
fee for their
sales efforts
and ongoing
service.
---------------------

<PAGE>

* 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
____% of its average daily net assets for California, ____% for
Massachusetts, ____% for Michigan, __________% for Minnesota, ______% for New
York, and ______% for Ohio. Under the Agreement, each Fund also pays taxes,
brokerage commissions and nonadvisory expenses.

AEFA serves individuals and businesses through its nationwide network of more
than ___ offices and more than ____ advisors.

Quick Telephone Reference

AMERCIAN EXPRESS FINANCIAL ADVISORS
Telephone Transaction Service
Sales and exchanges, dividend payments or reinvestments and automatic payment
arrangements: 800-437-3133

AMERICAN EXPRESS CLIENT SERVICE CORPORATION
Fund performance, fund prices, account values, recent account transactions and
account inquiries: 800-862-7919

TTY SERVICE
For the hearing impaired: 800-846-4852

<PAGE>

Financial Highlights

[insert financial highlights here from Accounting]

<PAGE>

Appendix

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.

[State tax tables to be inserted here in typeset by Accounting.]

<PAGE>

AMERICAN
EXPRESS
Financial
Advisors

This Fund, along with the other American Express funds, is distributed by
American Express Financial Advisors Inc. and can be found under the "Amer
Express" banner in most mutual fund quotations.

American Express Client Service Corporation
P.O. Box 534, Minneapolis, MN 55440-0534
800-862-7919 TTY: 800-846-4852
Web site address:
http://www.americanexpress.com/advisors

Investment Company Act File #:
AXP California Tax-Exempt Fund 811-4646
AXP Massachusetts Tax-Exempt Fund 811-4647
AXP Michigan Tax-Exempt Fund 811-4647
AXP Minnesota Tax-Exempt Fund 811-4647
AXP New York Tax-Exempt Fund 811-4647
AXP Ohio Tax-Exempt Fund 811-4647

TICKER SYMBOL

AXP California Tax-Exempt Fund Class A: ICALX Class B:
AXP Massachusetts Tax-Exempt Fund Class A: IDMAX Class B:
AXP Michigan Tax-Exempt Fund Class A: INMIX Class B:
AXP Minnesota Tax-Exempt Fund Class A: IMNTX Class B: IDSMX
AXP New York Tax-Exempt Fund Class A: INYKX Class B:
AXP Ohio Tax-Exempt Fund Class A: IOHIX Class B:

<PAGE>

AXPSM SPECIAL TAX-EXEMPT SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION

FOR

AXPSM INSURED TAX-EXEMPT FUND (the Fund)

Aug. 27, 1999

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
Shareholder Service, 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.

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

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

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

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

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

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

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

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

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

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

[Capital Loss Carryover....................................................p.]

Taxes.......................................................................p.

Agreements..................................................................p.

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

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

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

[Principal Holders of Securities...........................................p.]

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

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

<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 Invest more than 5% of its total assets in securities of any one company,
government, or political subdivision thereof, except the limitation will
not apply to investments in securities issued by the U.S. government, its
agencies, or instrumentalities, and except that up to 25% of the Fund's
total assets may be invested without regard to this 5% limitation.

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.

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.
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

o Under normal market conditions, the Fund will invest at least 80% of its
net assets in securities issued by or on behalf of state or local
governmental units whose interest in exempt from federal income tax.

o Under normal market conditions, at least 65% of the Fund's total assets
will be invested in securities that are insured and have a maturity of more
than one year.

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 The Fund may purchase securities rated Aaa by Moody's Investors Service,
Inc. (Moody's) or AAA by Standard & Poor's Corporation (S&P). In addition,
the Fund may purchase securities rated lower than Aaa by Moody's or AAA by
S&P without regard to their rating, provided the securities are insured.

o The Fund may purchase short-term corporate notes and obligations rated in
the top two classifications by Moody's or S&P or the equivalent.

o Pending investment in municipal securities maturing in more than one year,
or as a temporary defensive position, the Fund may hold up to 35% of its
net assets in short-term tax-exempt instruments that are not insured or
guaranteed. The Fund will purchase these instruments only if they are rated
MIG-1 by Moody's or SP-1 by S&P or if the long-term debt of such issuers is
rated Aaa by Moody's or AAA by S&P or the equivalent.

o Except for securities guaranteed by the U.S. government, or an agency
thereof, and the short-term tax-exempt instruments rated MIG-1 by Moody's
or SP-1 by S&P or if the long-term debt of such issuers is rated Aaa by
Moody's or AAA by S&P or the equivalent, each tax-exempt security purchased
by the Fund will be insured either by a New Issue Insurance Policy or by a
Portfolio Insurance Policy issued by Financial Guaranty Insurance Company
or a comparable insurer as long as that insurer is rated Aaa by Moody's or
AAA by S&P or the equivalent.

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 it does not intend to invest more than 25% of its total assets in
industrial revenue bonds issued for companies in the same industry or
state.

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 10% of the Fund's assets will be held in inverse floaters.

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

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

o The Fund will not buy on 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 when-issued securities or forward
commitments.

o The Fund will not invest in voting securities or securities of investment
companies.

<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. Some of these investments are speculative and involve a high
degree of risk. Accordingly, one or more of the following types of risk will be
associated with the Fund at any time (for a description of principal risks,
please see the prospectus):

Call/Prepayment Risk

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

Correlation Risk

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

Credit Risk

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).

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

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.

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.

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

As noted, the values of debt obligations also may be affected by changes in the
credit rating or financial condition of their issuers. Generally, the lower the
quality rating of a security, the higher the degree of risk as to the payment of
interest and return of principal. To compensate investors for taking on such
increased risk, those issuers deemed to be less creditworthy generally must
offer their investors higher interest rates than do issuers with better credit
ratings. (See also Agency and Government Securities, Corporate Bonds, and
High-Yield (High-Risk) Securities.)

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

See the appendix for a discussion of securities ratings.

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

Depositary Receipts

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

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

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.

<PAGE>

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 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,
no matter what the market price of the security is at that time. An option is
covered if the writer owns the security (in the case of a call) or sets aside
the cash or securities of equivalent value (in the case of a put) that would be
required upon exercise.

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

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

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

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.

<PAGE>

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

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

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.
Such an election may result in the Fund being required to defer recognizing
losses incurred by entering into futures contracts and losses on underlying
securities identified as being hedged against.

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. Certain provisions of the Internal Revenue Code also may limit the
Fund's ability to engage in futures contracts and related options transactions.
For example, at the close of each quarter of the Fund's taxable year, at least
50% of the value of its assets must consist of cash, government securities and
other securities, subject to certain diversification requirements.

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.

<PAGE>

Other Risks of Derivatives.

Derivatives are risky investments.

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

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

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.

<PAGE>

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.)

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 and Domestic Companies with Foreign Operations

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.

<PAGE>

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.

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.

<PAGE>

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

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

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

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.

<PAGE>

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.

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.

<PAGE>

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

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

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

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

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.

<PAGE>

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."

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.

<PAGE>

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.

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.

<PAGE>

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 on the replacement date. 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 prior to the scheduled
delivery date, the investor loses the opportunity to participate in the gain.

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.

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.

<PAGE>

Variable- or Floating-Rate Securities

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

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

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

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

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.

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

<PAGE>

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

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

See the appendix for a discussion of securities ratings.

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

<PAGE>

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

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

AEFC has 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(R)
funds for which it acts as investment manager.

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

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

<PAGE>

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

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

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

[The Fund paid total brokerage commissions of $________ for fiscal year ended
June 30, 1999, $7,740 for fiscal year 1998, and $0 for fiscal year 1997.
Substantially all firms through whom transactions were executed provide research
services.]

[In fiscal year 199_, transactions amounting to $____, on which $____ in
commissions were imputed or paid, were specifically directed to firms in
exchange for research services.]

[No transactions were directed to brokers because of research services they
provided to the Fund] [except for the affiliates as noted below.]**

- ------------------------------------------------------------------------------
** If accounting determines that no brokerage commissions were paid to brokers
affiliated with AEFC for the three most recent fiscal years, please delete
the second bracketed portion of the statement above.
- ------------------------------------------------------------------------------

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

[As of the end of the most recent fiscal year, the Fund held 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 as
presented below:

Value of Securities
Name of Issuer owned at End of Fiscal Year

The portfolio turnover rate was ____% in the most recent fiscal year, and 17% in
the year before. [Higher turnover rates may result in higher brokerage
expenses.] [The variation in turnover rates can be attributed to:]

<PAGE>

- ------------------------------------------------------------------------------
Instructions for determining preceding variable. These instructions should be
deleted once the portfolio turnover rate has been determined:
- ------------------------------------------------------------------------------

1. If the portfolio turnover rate is over 100%, use the "Higher turnover..."
disclosure.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2. If there is a great percentage difference between portfolio rates, use "The
variation in turnover rates..." disclosure.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
This explanation should come from the portfolio manager.

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.]

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

As of the end of Fiscal Year,

199 199 199

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

Percent of
--------------- --------------- -------------- Aggregate --------------- --------------
Dollar Amount
of
Aggregate Percent of Transactions Aggregate Aggregate
Dollar amount Aggregate Involving Dollar Amount Dollar Amount
Broker Nature of of Commissions Brokerage Payment of of Commissions of
Affiliation Paid to Broker Commissions Commissions Paid to Broker Commissions
Paid to Broker
Wholly-owned $ % % $ $
subsidiary of
AEFC
- ------------------

</TABLE>

<PAGE>

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)

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 Fund's annualized yield was ___% for Class A, ___% for Class B, and ___% for
Class Y for the 30-day period ended June 30, 1999.

<PAGE>

Distribution yield

Distribution yield is calculated according to the following formula:

D divided by POPF equals DY
30 30

where: D = sum of dividends for 30-day period
POP = sum of public offering price for 30-day period
F = annualizing factor DY = distribution yield

The Fund's distribution yield was ___% for Class A, ___% for Class B, and ___%
for Class Y for the 30-day period ended June 30, 1999.

Tax-equivalent yield

- ------------------------------------------------------------------------------
To be determined once tax tables are inserted in prospectus.
- ------------------------------------------------------------------------------

Marginal
Income Tax Tax-Equivalent Yield
Bracket Distribution Annualized
- ------- ------------ ----------
Class A
15.0% ________% ____%
28.0% ________% ____%
31.0% ________% ____%
36.0% ________% ____%
39.6% ________% ____%

Class B
15.0% ________% ____%
28.0% ________% ____%
31.0% ________% ____%
36.0% ________% ____%
39.6% ________% ____%

Class Y
15.0% ________% ____%
28.0% ________% ____%
31.0% ________% ____%
36.0% ________% ____%
39.6% ________% ____%

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

<PAGE>

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

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

The value of an individual share for each class is determined by using the net
asset value (NAV) before shareholder transactions for the day. On the first
business day following the end of the fiscal year, the computation looked like
this:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Net assets Shares
before outstanding at Net asset value
shareholder the end of of one share
transactions previous day
----------------- ----------------- ----------------- ----------------- -----------------
Class A $ divided by equals $
Class B
Class Y
</TABLE>

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

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

o Securities other than convertibles 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 the last-quoted
sales price on their primary exchange.

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

<PAGE>

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 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 the Fund.
If a valuation of a bond is not available from a pricing service, the bond
will be valued by a dealer knowledgeable about the bond if such a dealer is
available.

o In valuing securities subject to Portfolio Insurance, the Trust will use
the greater of (a) the value of the security with timely payments of
principal and interest guaranteed, less the predetermined premiums for
Secondary Market Insurance, or (b) the uninsured value of the security.

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

SALES CHARGE

Shares of the Fund are sold at the public offering price. The public offering
price is the NAV of one share adjusted for the sales charge for Class A. For
Class B and Class Y, there is no initial sales charge so the public offering
price is the same as the NAV. For Class A, the public offering price for an
investment of less than $50,000, made on the first business day following the
end of the fiscal year, was determined by dividing the NAV of one share, $____,
by 0.95 (1.00-0.05 for a maximum 5% sales charge) for a public offering price of
$____. The sales charge is paid to American Express Financial Advisors Inc.
(AEFA) by the person buying the shares.

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
Within each
increment, sales
charge as a
percentage of:
----------------------------------------------
Public Net
Amount of Investment Offering Price Amount Invested
- -------------------- -------------- ---------------
First $ 50,000 5.0% 5.26%
Next 50,000 4.5 4.71
Next 400,000 3.8 3.95
Next 500,000 2.0 2.04
$1,000,000 or more 0.0 0.00

Sales charges on an investment greater than $50,000 and less than $1,000,000 are
calculated for each increment separately and then totaled. The resulting total
sales charge, expressed as a percentage of the public offering price and of the
net amount invested, will vary depending on the proportion of the investment at
different sales charge levels.

For example, compare an investment of $60,000 with an investment of $85,000. The
$60,000 investment is composed of $50,000 that incurs a sales charge of $2,500
(5.0% x $50,000) and $10,000 that incurs a sales charge of $450 (4.5% x
$10,000). The total sales charge of $2,950 is 4.92% of the public offering price
and 5.17% of the net amount invested.

<PAGE>

In the case of the $85,000 investment, the first $50,000 also incurs a sales
charge of $2,500 (5.0% x $50,000) and $35,000 incurs a sales charge of $1,575
(4.5% x $35,000). The total sales charge of $4,075 is 4.79% of the public
offering price and 5.04% of the net amount invested.

On total
investment, sales
charge as a
percentage of:
------------------------------------------------------------
Public Net
Offering Price Amount Invested
Amount of investment ranges from:
- ----------------------------------------------
First $ 50,000 5.00% 5.26%
Next 50,000 to 100,000 5.00-4.50 5.26-4.71
Next 100,000 to 500,000 4.50-3.80 4.71-3.95
Next 500,000 to 999,999 3.80-2.00 3.95-2.04
$1,000,000 or more 0.00 0.00
</TABLE>

Class A - Reducing the Sales Charge

Your total investments in the Fund determine your sales charges. The amount of
all prior investments plus any new purchase is referred to as your "total amount
invested." For example, suppose you have made an investment of $20,000 and later
decide to invest $40,000 more. Your total amount invested would be $60,000. As a
result, $10,000 of your $40,000 investment qualifies for the lower 4.5% 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 $1 million over a period of 13 months, you can reduce
the sales charges in Class A by filing a LOI. The agreement can start at any
time and will remain in effect for 13 months. Your investment will be charged
normal sales charges until you have invested $1 million. At that time, your
account will be credited with the sales charges previously paid. Class A
investments made prior to signing a LOI may be used to reach the $1 million
total, excluding AXP Cash Management Fund and AXP Tax-Free Money Fund. However,
we will not adjust for sales charges on investments made prior to the signing of
the LOI. If you do not invest $1 million by the end of 13 months, there is no
penalty, you will just miss out on the sales charge adjustment. A LOI is not an
option (absolute right) to buy shares.

Class Y Shares

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

o Qualified employee benefit plans* if the plan:

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

- at least $10 million in plan assets or

- 500 or more participants; or

<PAGE>

- does not use daily transfer recordkeeping and has

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

- 500 or more participants.

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

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

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

SYSTEMATIC INVESTMENT PROGRAMS

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

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 without paying a sales charge. Dividends
may be directed to existing accounts only. Dividends declared by a fund are
exchanged to this Fund the following day. Dividends can be exchanged into the
same class of another American Express fund but cannot be split to make
purchases in two or more funds. Automatic directed dividends are available
between accounts of any ownership except:

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

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

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

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

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

<PAGE>

REJECTION OF BUSINESS

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

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

You have a right to sell your shares at any time. For an explanation of sales
procedures, please see the prospectus.

During an emergency, the board can suspend the computation of NAV, stop
accepting payments for purchase of shares, or suspend the duty of the Fund to
redeem shares for more than seven days.
Such emergency situations would occur if:

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

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

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

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

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

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

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

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

<PAGE>

To start any of these plans, please write American Express Shareholder Service,
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.

- ------------------------------------------------------------------------------
[CAPITAL LOSS CARRYOVER
- ------------------------------------------------------------------------------

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

199__ 199__

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.]

<PAGE>

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 5%, you pay $50.00 in sales load. With a NAV of
$9.50 per share, the value of your investment is $950.00. 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 $9.50, 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 $50.00 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares. So
instead of having $100.00 gain ($1,100.00 - $1,000.00), you have a $150.00 gain
($1,100.00 - $950.00). You can include the $50.00 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 5% ($100) initial sales charge applicable to that $2,000, you
may be deemed to have exceeded current IRA annual contribution limitations. You
should consult your tax advisor for further details about this complex subject.

Net investment income dividends received should be treated as dividend income
for federal income tax purposes. Corporate shareholders are generally entitled
to a deduction equal to 70% of that portion of the Fund's dividend that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, ____% of the Fund's net investment income dividends
qualified for the corporate deduction.

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

AGREEMENTS
- ------------------------------------------------------------------------------

INVESTMENT MANAGEMENT SERVICES AGREEMENT

AEFC, a wholly-owned subsidiary of American Express Company, is the investment
manager for the Fund. Under the Investment Management Services Agreement, AEFC,
subject to the policies set by the board, provides investment management
services.

For its services, AEFC is paid a fee based on the following schedule. Each class
of the Fund pays its proportionate share of the fee.

Assets Annual rate at
(billions) each asset level
- --------- ----------------
First $1.0 0.450%
Next 1.0 0.425
Next 1.0 0.400
Next 3.0 0.375
Over 6.0 0.350

The management fee is paid monthly. Under the agreement, the total amount paid
was $________ for fiscal year 1999, $2,244,150 for fiscal year 1998, and
$2,269,770 for fiscal year 1997.

Under the agreement, the Fund also pays taxes, brokerage commissions and
nonadvisory expenses, which include custodian fees; audit and certain legal
fees; fidelity bond premiums; registration fees for shares; office expenses;
postage of confirmations except purchase confirmations; consultants' fees;
compensation of board members, officers and employees; corporate filing fees;
organizational expenses; expenses incurred in connection with lending
securities; and expenses properly payable by the Fund, approved by the board.
Under the agreement, nonadvisory expenses, net of earnings credits, paid by the
Fund were $________ for fiscal year 1999, $48,096 for fiscal year 1998, and
$130,318 for fiscal year 1997.

Administrative Services Agreement

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

Assets Annual rate
(billions) each asset level
- --------- ----------------
First $1.0 0.040%
Next 1.0 0.035
Next 1.0 0.030
Next 3.0 0.025
Over 6.0 0.020

On the last day of the most recent fiscal year, the daily rate applied to the
Fund's net assets was equal to 0.___% on an annual basis. The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made. Under the
agreement, the Fund paid fees of $________ for fiscal year 1999, $205,702 for
fiscal year 1998, and $__________ for fiscal year 1997.

<PAGE>

Transfer Agency Agreement

The Fund has a Transfer Agency Agreement with American Express Client Service
Corporation (AECSC). This agreement governs AECSC's responsibility for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account administration agent functions in connection with the
issuance, exchange and redemption or repurchase of the Fund's shares. Under the
agreement, AECSC will earn a fee from the Fund determined by multiplying the
number of shareholder accounts at the end of the day by a rate determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.50 per year, for Class B is $20.50 per year and for Class Y is
$17.50 per year. The fees paid to AECSC may be changed by the board without
shareholder approval.

DISTRIBUTION AGREEMENT

AEFA 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 AEFA daily. These charges amounted to $________ for fiscal
year 1999. After paying commissions to personal financial advisors, and other
expenses, the amount retained was $________. The amounts were $1,028,640 and
$42,382 for fiscal year 1998, and $1,002,387 and $115,180 for fiscal year 1997.

SHAREHOLDER SERVICE AGREEMENT

With respect to Class Y shares, the Fund pays a fee for service provided to
shareholders by financial advisors and other servicing agents. The fee is
calculated at a rate of 0.10% of average daily net assets. During the most
recent fiscal year, the Fund also paid a shareholder service fee with respect to
Class A and Class B shares at a rate of 0.175% of average daily net assets. The
Shareholder Service Agreement for Class A and Class B shares was converted to a
Plan and Agreement of Distribution effective ___, 1999.

PLAN AND AGREEMENT OF DISTRIBUTION

For Class A and Class B shares, to help AEFA defray the cost of distribution and
servicing not covered by the sales charges received under the Distribution
Agreement, the Fund and AEFA entered into a Plan and Agreement of Distribution
(Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, AEFA is paid a
fee up to actual expenses incurred at an annual rate of up to 0.25% of the
Fund's average daily net assets attributable to Class A shares and up to 1.00%
for Class B shares.

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

The Plan must be approved annually by the board, including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such expenditures were made. The Plan
and any agreement related to it may be terminated at any time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by vote of a majority of the outstanding
voting securities of the relevant Class of shares by AEFA. 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

<PAGE>

operation of the Plan or any agreement related to it. The selection and
nomination of disinterested board members is the responsibility of the other
disinterested board members. No board member who is not an interested person,
has any direct or indirect financial interest in the operation of the Plan or
any related agreement. For the most recent fiscal year, under the Plan, the Fund
paid fees of $________ for Class B shares. These fees were based on the 0.75%
fee in effect for Class B shares during the most recent fiscal year. The Plan
was not effective with respect to Class A shares until ___, 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.

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.

<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

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

* Date merged into a Minnesota corporation incorporated on 4/7/86.
** Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the
trust itself is unable to meet its obligations.

<PAGE>

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

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

The following is a list of the Fund's board members. They serve 15 Master Trust
portfolios and 53 American Express funds.

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

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

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

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

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

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

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

Senior adviser to the chief executive officer of AEFC.

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

President, chief executive officer and director of AEFC.

<PAGE>

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

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

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

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

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

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

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

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

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

Senior vice president of AEFC.

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

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

<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, and Mr.
Thomas, who is president, the Fund's other officers are:

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

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

Officers who also are officers and employees of AEFC:

Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN

Director and senior vice president-investments of AEFC. Vice
president-investments for the Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

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

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

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

<PAGE>

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

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

Compensation Table

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express funds and
compensation from the Fund Preferred Master Trust Group
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele

</TABLE>

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

[PRINCIPAL HOLDERS OF SECURITIES
- ------------------------------------------------------------------------------

As of 30 days prior to the date of this SAI, ______________________ held ____ %
of Fund shares.]

- ------------------------------------------------------------------------------
Note: If the above section does not apply, please delete this section AND
the reference to it in the table of contents.

If the above section does apply, you will have received a group
identification number from accounting indicating more than 5% ownership
in the Fund. Please call Jill Goodermont (x-1-3896) to determine if the
identification number belongs to a person(s) that will be indicated in
the SAI and if so Jill will notify the person(s).
- ------------------------------------------------------------------------------

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

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

<PAGE>

APPENDIX

DESCRIPTION OF RATINGS

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

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

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

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

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

o Nature of and provisions of the obligation.

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

Investment Grade

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

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

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

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

<PAGE>

Speculative grade

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

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

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

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

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

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

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

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

Moody's Long-Term Debt Ratings

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

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

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.

<PAGE>

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.

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

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

<PAGE>

Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

SP-3 Speculative capacity to pay principal and interest.

Moody's Short-Term Ratings

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

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

<PAGE>

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

[Capital Loss Carryover.................................................p.]

Taxes....................................................................p.

Agreements...............................................................p.

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

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

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

[Principal Holders of Securities........................................p.]

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

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

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

<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

<PAGE>

Dollar-cost averaging:

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

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

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

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.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------- --------------------------
Investment strategies & types of investments: Allowable for the Fund?
- ---------------------------------------------------------------------------------- --------------------------
- ---------------------------------------------------------------------------------- --------------------------
<S> <C>
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
- ---------------------------------------------------------------------------------- --------------------------
</TABLE>

<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 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.

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

RISKS

<PAGE>

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

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:

Inflation Risk

<PAGE>

Interest Rate Risk

The risk of losses attributable to changes in interest rates. This term is
generally associated with bond prices (when interest rates rise, bond prices
fall).

Issuer Risk

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

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

Market Risk

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).

<PAGE>

Small Company Risk

<PAGE>

INVESTMENT STRATEGIES

Agency and Government Securities

Borrowing

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

<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

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

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

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

Corporate Bonds

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.

<PAGE>

Debt Obligations

See the appendix for a discussion of securities ratings.

Depositary Receipts

<PAGE>

Derivative Instruments

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

<PAGE>

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.

<PAGE>

Other Risks of Derivatives.

Derivatives are risky investments.

<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.

(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

(See also Derivative Instruments and Foreign Securities.)

<PAGE>

Foreign Securities and Domestic Companies with Foreign Operations

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)

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

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>

Illiquid and Restricted Securities

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

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

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

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

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

<PAGE>

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.

Mortgage Dollar Rolls

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

<PAGE>

Preferred Stock

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

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

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

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

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

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.

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

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

<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

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

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

See the appendix for a discussion of securities ratings.

<PAGE>

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

<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.

[For fiscal years noted below, each Fund paid the following total brokerage
commissions. Substantially all firms through whom transactions were executed
provide research services.
<TABLE>
<CAPTION>
June 30, CA MA MI MN NY OH
<S> <C> <C> <C> <C> <C> <C>
1999 $ $ $ $ $ $
- --------------------
1998
- --------------------
1997 ]

[In fiscal year 199_, the following transactions and commissions were
specifically directed to firms in exchange for research services:

CA MA MI MN NY OH
Transactions $ $ $ $ $ $
- --------------------
Commissions
</TABLE>
[No transactions were directed to brokers because of research services they
provided to each Fund [except for the affiliates as noted below.**].]

- --------------------------------------------------------------------------------
** If accounting determines that no brokerage commissions were paid to brokers
affiliated with AEFC for the three most recent fiscal years, please delete the
second bracketed portion of the statement above.
- --------------------------------------------------------------------------------

[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.]

[As of the end of the most recent fiscal year, each Fund held securities of its
regular brokers or dealers of the parent of those brokers or dealers that
derived more than 15% of gross revenue from securities-related activities as
presented below:

<PAGE>

Value of Securities
Name of Issuer owned at End of Fiscal Year

The portfolio turnover rates for the two most recent fiscal years were as
follows:
<TABLE>
<CAPTION>
CA MA MI MN NY OH
<S> <C> <C> <C> <C> <C> <C>
1999 % % % % % %
- --------------------
1998
</TABLE>
[Higher turnover rates may result in higher brokerage expenses.] [The variation
in turnover rates can be attributed to:]

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION
- --------------------------------------------------------------------------------

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

[Information about brokerage commissions paid by each Fund for the last three
fiscal years to brokers affiliated with AEFC is contained in the following
table:
<TABLE>
<CAPTION>
As of the end of Fiscal Year,

1999 1998 1997

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

Percent of
------------- --------------- ------------- Aggregate -------------- ---------------
Dollar Amount
of Transactions
Aggregate Percent of Involving Aggregate Aggregate
Dollar amount Aggregate Payment of Dollar Amount Dollar Amount
Fund Broker Nature of of Commissions Brokerage Commissions of of Commissions
Affiliation Paid to Broker Commissions Commissions Paid to Broker
Paid to Broker
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------
Wholly-owned $ % % $ $
subsidiary
of AEFC
- ----------------
California
- ----------------
Massachusetts
- ----------------
Michigan
- ----------------
Minnesota
- ----------------
New York
- ----------------
Ohio
</TABLE>

<PAGE>

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURN

P(1+T)n = ERV

AGGREGATE TOTAL RETURN

ERV - P
P

Annualized yield

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

<PAGE>

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 % %
Massachusetts
Michigan
Minnesota
New York
Ohio
- ------------------------ --------------------- ----------------- --------------

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:
<TABLE>
<CAPTION>
Tax Equivalent Yield
for 30 Day Period Ended June 30, 1999
Marginal Income
Tax Bracket ------------- ---------------- ------------- ------------- ------------- -------------

California Massachusetts Michigan Minnesota New York Ohio
Class A
<S> <C> <C> <C> <C> <C> <C>
15.0% % % % % % %
28.0% % % % % % %
33.0% % % % % % %
31.0% % % % % % %
36.0% % % % % % %
39.6% % % % % % %
- ----------------

Class B
15.0% % % % % % %
28.0% % % % % % %
33.0% % % % % % %
31.0% % % % % % %
36.0% % % % % % %
39.6% % % % % % %
</TABLE>
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

<PAGE>

Investor, Shearson Lehman Aggregate Bond Index, Stanger Report, Sylvia Porter's
Personal Finance, USA Today, U.S. News and World Report, The Wall Street
Journal, and Wiesenberger Investment Companies Service. The Fund also may
compare its performance to a wide variety of indexes or averages. There are
similarities and differences between the investments that the Fund may purchase
and the investments measured by the indexes or averages and the composition of
the indexes or averages will differ from that of the Fund.

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

The value of an individual share is determined by using the net asset value
(NAV) before shareholder transactions for the day. On the first business day
following the end of the year, the computation looked like this:
<TABLE>
<CAPTION>
Net assets before Shares outstanding Net asset value of
shareholder at the end of one share
Fund transactions previous day
- ------------------- --------------------- ------------- ---------------------- --------- --------------------
<S> <C> <C> <C> <C> <C>
California $ divided by equals $
Class A
Class B

Massachusetts
Class A
Class B

Michigan
Class A
Class B

Minnesota
Class A
Class B

New York
Class A
Class B

Ohio
Class A
Class B
</TABLE>
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 [other than convertibles] 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.

<PAGE>

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.

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

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, there is no initial sales charge so the public offering price is the
same as the NAV. For Class A, the public offering price for an investment of
less than $50,000, made on the first business day following the end of the
fiscal year, was determined as follows. The sales charge is paid to American
Express Financial Advisors Inc. (AEFA) by the person buying the shares.
<TABLE>
<CAPTION>
Net asset Divided by (1.00 - 0.05)
Fund ------------------------- for a sales charge -------------------------
value of one share Public offering price
<S> <C> <C> <C>
California / 0.95 = $
- ----------------------------
Massachusetts / 0.95 = $
- ----------------------------
Michigan / 0.95 = $
- ----------------------------
Minnesota / 0.95 = $
- ----------------------------
New York / 0.95 = $
- ----------------------------
Ohio / 0.95 = $

</TABLE>

<PAGE>

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
<TABLE>
<CAPTION>
Within each
increment, sales
charge as a
percentage of:
------------------------------------------------------------
Public Net
Amount of Investment Offering Price Amount Invested
- -------------------- -------------- ---------------
<S> <C> <C>
First $ 50,000 5.0% 5.26%
Next 50,000 4.5 4.71
Next 400,000 3.8 3.95
Next 500,000 2.0 2.04
$1,000,000 or more 0.0 0.00
</TABLE>
Sales charges on an investment greater than $50,000 and less than $1,000,000 are
calculated for each increment separately and then totaled. The resulting total
sales charge, expressed as a percentage of the public offering price and of the
net amount invested, will vary depending on the proportion of the investment at
different sales charge levels.

The following table shows the range of sales charges as a percentage of the
public offering price and of the net amount invested on total investments at
each applicable level.
<TABLE>
<CAPTION>
On total
investment, sales
charge as a
percentage of:
------------------------------------------------------------
Public Net
Offering Price Amount Invested
Amount of investment ranges from:
- ----------------------------------------------
<S> <C> <C>
First $ 50,000 5.00% 5.26%
Next 50,000 to 100,000 5.00-4.50 5.26-4.71
Next 100,000 to 500,000 4.50-3.80 4.71-3.95
Next 500,000 to 999,999 3.80-2.00 3.95-2.04
$1,000,000 or more 0.00 0.00
</TABLE>
The following table shows the range of sales charges as a percentage of the
public offering price and of the net amount invested on total investments at
each applicable level.

<PAGE>
<TABLE>
<CAPTION>
On total
investment, sales
charge as a
percentage of:
------------------------------------------------------------
Public Net
Offering Price Amount Invested
Amount of Investment ranges from:
- -------------------- ------------
<S> <C> <C>
First $ 50,000 5.00% 5.26%
Next 50,000 to 100,000 5.00-4.50 5.26-4.71
Next 100,000 to 500,000 4.50-3.80 4.71-3.95
Next 500,000 to 999,999 3.80-2.00 3.95-2.04
$1,000,000 or more 0.00 0.00
</TABLE>
Class A - Reducing the Sales Charge

Class A - Letter of Intent (LOI)

SYSTEMATIC INVESTMENT PROGRAMS

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 without paying a sales charge. Dividends
may be directed to existing accounts only. Dividends declared by a fund are
exchanged to this Fund the following day. Dividends can be exchanged into the
same class of another American Express Fund but cannot be split to make
purchases in two or more funds. Automatic directed dividends are available
between accounts of any ownership except:

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

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

<PAGE>

REJECTION OF BUSINESS

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

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

You have a right to sell your shares at any time. For an explanation of sales
procedures, please see the prospectus.

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

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

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

<PAGE>

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

To start any of these plans, please write American Express Shareholder Service,
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.

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

Plan #2: Redemption of a fixed number of shares

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

<PAGE>

[CAPITAL LOSS CARRYOVER
- --------------------------------------------------------------------------------

1999 1998
--- ---

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

For example:

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. For the most recent fiscal year _____
of the income distribution was designated as exempt from federal income taxes.

<PAGE>

AGREEMENTS
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT SERVICES AGREEMENT

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 the
California Fund's net assets was equal to 0.___% on an annual basis _____% for
Massachusetts, _____% for Michigan, _____% for Minnesota, _____% for New York,
_____% for Ohio Fund. 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
- -------------------------------------
Massachusetts
- -------------------------------------
Michigan
- -------------------------------------
Minnesota
- -------------------------------------
New York
- -------------------------------------
Ohio
- -------------------------------------

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.

<PAGE>

Administrative Services Agreement

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

Assets Annual rate
(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 the
Fund's net assets was equal to 0.___% on an annual basis for California Fund,
0.___% for Massachusetts Fund, 0.___% for Michigan Fund, 0.___% for Minnesota
Fund, 0.___% for New York Fund, and 0.___% for Ohio Fund. 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
Massachusetts
Michigan
Minnesota
New York
Ohio
- --------------------------------------

Transfer Agency Agreement

The Fund has a Transfer Agency Agreement with American Express Client Service
Corporation (AECSC). This agreement governs AECSC's responsibility for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account administration agent functions in connection with the
issuance, exchange and redemption or repurchase of the Fund's shares. Under the
agreement, AECSC will earn a fee from the Fund determined by multiplying the
number of shareholder accounts at the end of the day by a rate determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.50 per year and for Class B is $20.50 per year. The fees paid to
AECSC may be changed by the board without shareholder approval.

<PAGE>

Distribution Agreement

AEFA 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 AEFA daily. Line one of the following table shows total sales
charges collected. Line two shows the amounts retained by AEFA 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)
- ------------------------

(2)
- ------------------------

1998 (1)
- ------------------------

(2)
- ------------------------

1997 (1)
- ------------------------

(2)
</TABLE>
SHAREHOLDER SERVICE AGREEMENT

The Fund pays a fee for service provided to shareholders by financial advisors
and other servicing agents. The fee is calculated at a rate of 0.10% of average
daily net assets. During the most recent fiscal year the Fund also paid a
shareholder service fee with respect to Class A and Class B shares at a rate of
0.175% of average daily net assets. The Shareholder Service Agreements for Class
A and Class B shares was converted to a Plan and Agreement of Distribution
effective _____ 1999.

PLAN AND AGREEMENT OF DISTRIBUTION

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

<PAGE>

securities of the relevant Class of shares or by AEFA. 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:

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

California $
- ----------------------------

Massachusetts
- ----------------------------

Michigan
- ----------------------------

Minnesota
- ----------------------------

New York
- ----------------------------

Ohio

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. These fees were based on the
0.75% fee in effect for Class B shares during the most recent fiscal year. The
plan was not effective with respect to Class A Shares until ______, 1999. As a
result, no fees were paid as of the most recent fiscal year for Class A Shares.

Custodian Agreement

ORGANIZATIONAL INFORMATION
- --------------------------------------------------------------------------------

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

<PAGE>

VOTING RIGHTS

Dividend Rights

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<TABLE>
<CAPTION>
Date of Form of State of Fiscal
Fund Organization Organization OrganizationYear 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, Inc. 12/21/78, Corporation NV/MN 11/30 Yes
6/13/86***
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP International Fund, Inc. 7/18/84 Corporation MN 10/31 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Investment Series, Inc. 1/18/40, 6/13/86*** Corporation NV/MN 9/30
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Diversified Equity Income Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Mutual Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Managed Series, Inc. 10/9/84 Corporation MN 9/30
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Managed Allocation Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Market Advantage Series, Inc. 8/25/89 Corporation MN 1/31
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Blue Chip Advantage Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Small Company Index Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Money Market Series, Inc. 8/22/75, 6/13/86*** Corporation NV/MN 7/31
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Cash Management Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP New Dimensions Fund, Inc. 2/20/68, 6/13/86*** Corporation NV/MN 7/31 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Precious Metals Fund, Inc. 10/5/84 Corporation MN 3/31 No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Progressive Fund, Inc. 4/23/68, 6/13/86*** Corporation NV/MN 9/30 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Selective Fund, Inc. 2/10/45, 6/13/86*** Corporation NV/MN 5/31 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Stock Fund, Inc. 2/10/45, 6/13/86*** Corporation NV/MN 9/30 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Strategy Series, Inc. 1/24/84 Corporation MN 3/31
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Small Cap Advantage Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Strategy Aggressive Fund** Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Equity Value Fund** Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Tax-Exempt Series, Inc. 9/30/76, 6/13/86*** Corporation NV/MN 11/31
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Tax-Exempt Bond Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Intermediate Tax-Exempt Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Tax-Free Money Fund, Inc. 2/29/80, 6/13/86*** Corporation NV/MN 12/31 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------

<PAGE>

- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Utilities Income Fund, Inc. 3/25/88 Corporation MN 6/30 Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP California Tax-Exempt Trust 4/7/86 Business MA 6/30
Trust****
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP California Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Special Tax-Exempt Series Trust 4/7/86 Business MA 6/30
Trust****
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Insured Tax-Exempt Fund Yes
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Massachusetts Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Michigan Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Minnesota Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP New York Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
AXP Ohio Tax-Exempt Fund No
- -------------------------------------- -------------------- ----------------- ----------- --------- ---------
</TABLE>
* At the shareholders meeting held on June 16, 1999, shareholders of the
funds listed above 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 shareholder 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 53 American Express Funds.

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

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

<PAGE>

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

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

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

Senior adviser to the chief executive officer of AEFC.

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

President, chief executive officer and director of AEFC.

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

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

<PAGE>

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

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

Senior vice president of AEFC.

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

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

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

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

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

<PAGE>

Officers who also are officers and employees of AEFC:

Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN

Director and senior vice president-investments of AEFC. Vice
president-investments for the Fund.

Frederick C. Quirsfeld
Born in 1947
IDS Tower 10
Minneapolis, MN

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

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

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

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

During the most recent fiscal year, the independent members of the Fund board,
for attending up to __ meetings, received the following compensation:
<TABLE>
<CAPTION>
Compensation Table
AXP California Tax-Exempt Fund

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express Funds and
compensation from the Fund Preferred Master Trust Group
<S> <C> <C>
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele

Compensation Table
AXP Massachusetts Tax-Exempt Fund

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express Funds and
compensation from the Fund Preferred Master Trust Group
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele

<PAGE>

Compensation Table
AXP Michigan Tax-Exempt Fund

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express Funds and
compensation from the Fund Preferred Master Trust Group
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele

Compensation Table
AXP Minnesota Tax-Exempt Fund

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express Funds and
compensation from the Fund Preferred Master Trust Group
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele

Compensation Table
AXP New York Tax-Exempt Fund

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express Funds and
compensation from the Fund Preferred Master Trust Group
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele

Compensation Table
AXP Ohio Tax-Exempt Fund

Total cash compensation from
--------------------------------- ---------------------------------
Board member Aggregate American Express Funds and
compensation from the Fund Preferred Master Trust Group
H. Brewster Atwater, Jr.
- --------------------------------------
Lynne V. Cheney
- --------------------------------------
Heinz F. Hutter
- --------------------------------------
Anne P. Jones
- --------------------------------------
William R. Pearce
- --------------------------------------
Alan K. Simpson
- --------------------------------------
C. Angus Wurtele
</TABLE>
As of 30 days prior to the date of this SAI, the Fund's board members and
officers as a group owned less than 1% of the outstanding shares of any class.

<PAGE>

[PRINCIPAL HOLDERS OF SECURITIES
- --------------------------------------------------------------------------------

As of 30 days prior to the date of this SAI, ______________________ held ____ %
of Fund shares.]

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

<PAGE>

APPENDIX

DESCRIPTION OF RATINGS

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, 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.

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.

Speculative grade

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

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

Moody's Long-Term Debt Ratings

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-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.

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

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

Standard & Poor's Note Ratings

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

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

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

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 of the respective
state economy. 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 economy is showing many signs of recovery after several years of
hardship.

This year has seen strong gains in employment, business services,
non-residential construction and local education sectors. During the recent
recession, about 5% job loss was experienced and by November 1996 employment was
approximately 3% over the pre-recession peak. California expects that economic
growth will be focused in entertainment and export trade sectors to the Pacific
Rim.

California's population is estimated at 31,589,000, which makes it the most
populous state. The March 1997 unemployment rate was 6.5%. The state's personal
income gain was well below the national rate in 1991-1994, and in 1995 it
rebounded to maintain a pace with the rest of the nation. The trend continued
into the second quarter of 1996 with the per capita personal income rate at
$25,144.

An operating deficit is expected for the state as the need for further financial
strengthening continues. Limited economic flexibility surrounds structural
budget issues for restructuring initiatives, mandating strict property tax
limits and the share of the budget which must be devoted to educational reform.

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 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.

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' wealthy and diverse economy continues to flourish after suffering
from a severe recession. Employment gains continue to be positive with 55% of
recession losses recaptured. The annual employment gains are accelerating at a
rate of 3.2% and unemployment was 3.8% in May 1997. Per capital personal income
was $29,439 in 1996. However, debt ratios continue to be high. Net tax-supported
debt at $13.6 billion is 8% of personal income and equals $2,243 per capita.
Debt servicing costs required 10% of 1995-1996 tax-revenues and 8.5% of own
source revenues.

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.

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

Michigan's economy and operating funds continue to be successful. The stability
is provided by the state's replenished reserve, and anticipated expenditure
controls, and by the state's improved economy. However, the state's principal
pension fund's performance continues to corrode and unfunded liabilities have
increased significantly.

The unemployment rate is 4.9%. Employment growth is strong and is expected to
continue at a rate of 1.5% in the manufacturing, export and the services
sectors. Per capita personal income in 1996 was $24,810. Michigan's economic
strength is mitigated, however, by the potential for a volatile economy due to
its specialized heavy manufacturing sector. Additionally, the effects of school
financing reform have deepened cash flow pressure.

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 diverse with positive levels of wealth, and the frequent
reforecasting enables prompt reaction to change. Unemployment is well below
previous levels and wage growth is stronger than anticipated.

The 1995-97 budget projects year-end reserves equal to over 3% of biennial
revenue. The abundance of jobs and low unemployment rate have assisted the
state's economy and the state's financial condition. Statewide unemployment fell
to a record low of 3% in February 1997. Employment growth, however, is believed
to be hindered by the reduction in workers available for work and the
corresponding increase in labor costs. Minnesota has experienced rapid growth in
per capita income at $25,580 in 1996 up 9.34% from 1995.

Some local economies have been significantly affected by recent flooding.

The Minnesota "Price of Government" is the governor's statutory four year budget
proposal. It is a measure of government revenues as a percentage of personal
income. Minnesota's school districts, counties and cities rely greatly on
property tax revenues as the largest source of operating funds, and it is the
only source of potential revenue flexibility. K-12 educational funding proposals
are on the table, taxpayer and "Price of Government" pressures on revenue
increases could result in budgetary constraints for local units.

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

New York reports an economy that is currently outperforming expectations.
Although debt levels have continued to increase, Medicaid costs, the highest in
the nation, are being reduced to align with the costs of other states, and
welfare reform proposals are expected to move welfare recipients from welfare to
work. New York's most recent fiscal year ended in March of 1997 with a $1.4
billion budget surplus. The 1997-98 Executive budget continues to cut taxes and
control governmental spending increasing "rainy day" reserves to their highest
level ever.

New York state's unemployment rate is approximately 6.1%. Business, management,
recreation and entertainment is expected to outpace the overall service sector.
Generally, job gains are seen in the service, retail trade and construction
sectors. Per capita personal income was $28,782 in 1996. More progress, however,
is needed to ease the burden of paralyzing property tax increases. According to
1993 data, New Yorkers pay 63% more per capita average than the national
average. The largest portion of property tax burden is school district property
taxes.

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.

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.

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.

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

The state's Budget Stabilization Fund is approximately $830 million, indicative
of the state's recent economic strength. The outlook for debt is stable. Ohio's
credit position has strengthened from sensible financial management. The current
1997- 98 biennial capital budget totals $3 billion of debt to be issued over the
next four years. Key areas of capital spending include schools, prisons, parks,
and natural resource facilities.

Manufacturing sector growth has escalated in recent years with more exports of
key industrial products, such as transportation equipment and nonelectrical
machinery. The state's unemployment rate was below the national average at 4.7%
in March 1997. Per capita personal income in 1996 was $23,537.

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.

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. 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
unemployment rate remains relatively high and per capita income is less than
half of 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. Puerto Rico's economic base remains 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>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Declaration of Trust, dated April 7, 1986, filed as Exhibit 1 to
Registration Statement No. 33-5102, is incorporated by reference.

(b) Amended By-laws, dated June 8, 1989, filed electronically as Exhibit 2 to
Registrant's Post-Effective Amendment No. 29 to Registration Statement No.
33-5102, 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. 33-5102, is
incorporated by reference.

(d) Investment Management Services Agreement between Registrant and American
Express Financial Corporation, dated March 20, 1995, filed electronically
as Exhibit 5 to Registrant's Post-Effective Amendment No. 29 to
Registration Statement No. 33-5102, is incorporated by reference.

(e) Distribution Agreement between Registrant and American Express Financial
Advisors Inc., dated March 20, 1995, filed electronically as Exhibit 6 to
Registrant's Post-Effective Amendment No. 29 to Registration Statement No.
33-5102, is incorporated by reference.

(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. 29 to Registration Statement No.
33-5102, is incorporated by reference.

(h)(1) Insurance Agreement between IDS Insured Tax-Exempt Fund and Financial
Guaranty Insurance Company, filed as Exhibit 9 to Pre-Effective Amendment
No. 1 to Registration Statement No. 33-5102, is incorporated by reference.

(h)(2) Administrative Services Agreement between Registrant and American Express
Financial Corporation, dated March 20, 1995, filed electronically as
Exhibit 9(d) to Registrant's Post-Effective Amendment No. 29 to
Registration Statement No. 33-5102, is incorporated by reference.

(h)(3) License Agreement, dated January 25, 1988, filed electronically as
Exhibit 9(e) to Registrant's Post-Effective Amendment No. 29 to
Registration Statement No. 33-5102, is incorporated by reference.

(h)(4) Shareholder Service Agreement between Registrant and American Express
Financial Advisors Inc., dated March 20, 1995, filed electronically as
Exhibit 9(c) to Registrant's Post-Effective Amendment No. 29 to
Registration Statement No. 33-5102, is incorporated by reference.

(h)(5) Class Y Shareholder Service Agreement between IDS Precious Metals Fund,
Inc. and American Express Financial Advisors Inc., dated May 9, 1997, filed
electronically on or about May 27, 1997 as Exhibit 9(e) to IDS Precious
Metals Fund, Inc.'s Post-Effective Amendment No. 30 to Registration
Statement No. 2-93745, is incorporated by reference. Registrant's Class Y
Shareholder Service Agreement differs from the one incorporated by
reference only by the fact that Registrant is one executing party.

(h)(6) Transfer Agency Agreement between Registrant and American Express Client
Service Corporation, dated Feb. 1, 1999, is filed electronically herewith.

(i) Opinion and consent of counsel as to the legality of the securities being
registered is incorporated by reference to Exhibit 10 to Registrant's
Post-Effective Amendment No. 30 filed on or about Aug. 28, 1998.

<PAGE>

(j) Independent Auditors' Consent to be filed by Amendment.

(k) Omitted Financial Statements: Not Applicable.

(l) Initial Capital Agreements: Not Applicable.

(m) Plan and Agreement of Distribution between Registrant and American Express
Financial Advisors Inc., dated March 20, 1995, filed electronically as
Exhibit 15 to Registrant's Post-Effective Amendment No. 29 to Registration
Statement No. 33-5102, is incorporated by reference.

(n) Financial Data Schedules: Not Applicable

(o) Rule 18f-3 Plan dated April 1999 is incorporated by reference to Exhibit
(o) to IDS Precious Metals Fund Inc. Post-Effective Amendment No. 33, File
No. 2-93745 filed on or about May 24, 1999.

(p)(1) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated January 14, 1999, is filed electronically herewith.

(p)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated March 1, 1999 is filed electronically herewith.

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

None.

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 or 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.

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
Senior Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

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

American Express Financial Senior Vice President
Advisors Inc.

IDS Capital Holdings Inc. Director and President

IDS Futures Corporation Director

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

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

American Express Service Vice President
Corporation

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

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

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

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

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

American Express Financial Vice President
Advisors Inc.

IDS Life Insurance Company Executive Vice President

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

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

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

Douglas W. Brewers, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Karl J. Breyer, American Express Financial IDS Tower 10 Senior Vice President
Director, Corporate Senior Advisors Inc. Minneapolis, MN 55440
Vice President

American Express Financial Director
Advisors Japan Inc.

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

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

American Express Financial Vice President
Advisors Inc.

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

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

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

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

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

American Express Financial Senior Vice President
Advisors Inc.

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

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

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

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

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

IDS Insurance Agency of Vice President
Wyoming Inc.

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

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

American Express Financial Vice President and General
Advisors Inc. Manager

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

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

Colleen Curran, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel

American Express Service Vice President and Chief
Corporation Legal Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Luz Maria Davis American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas K. Dunning, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Gordon L. Eid, American Express Financial IDS Tower 10 Senior Vice President,
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Counsel and Chief
President, General Counsel Compliance Officer
and Chief Compliance Officer

American Express Financial Vice President and Chief
Advisors Japan Inc. Compliance Officer

American Express Insurance Director and Vice President
Agency of Arizona Inc.

American Express Insurance Director and Vice President
Agency of Idaho Inc.

American Express Insurance Director and Vice President
Agency of Nevada Inc.

American Express Insurance Director and Vice President
Agency of Oregon Inc.

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

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

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

IDS Insurance Agency of Director and Vice President
Alabama Inc.

IDS Insurance Agency of Director and Vice President
Arkansas Inc.

IDS Insurance Agency of Director and Vice President
Massachusetts Inc.

IDS Insurance Agency of Director and Vice President
New Mexico Inc.

IDS Insurance Agency of Director and Vice President
North Carolina Inc.

IDS Insurance Agency of Director and Vice President
Ohio Inc.

IDS Insurance Agency of Director and Vice President
Wyoming Inc.

IDS Real Estate Services, Vice President
Inc.

Investors Syndicate Director
Development Corp.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

Gordon M. Fines, American Express Asset IDS Tower 10 Senior Vice President and
Vice President Management Group Inc. Minneapolis, MN 55440 Chief Investment Officer

American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Douglas L. Forsberg, American Centurion Life IDS Tower 10 Director
Vice President Assurance Company Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

American Express Financial Director, President and
Advisors Japan Inc. Chief Executive Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey P. Fox, American Enterprise Life IDS Tower 10 Vice President and
Vice President and Corporate Insurance Company Minneapolis, MN 55440 Controller
Controller

American Express Financial Vice President and
Advisors Inc. Corporate Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Harvey Golub, American Express Company American Express Tower Chairman and Chief
Director World Financial Center Executive Officer
New York, NY 10285

American Express Travel Chairman and Chief
Related Services Company, Executive Officer
Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

David A. Hammer, American Express Financial IDS Tower 10 Vice President and
Vice President and Marketing Advisors Inc. Minneapolis, MN 55440 Marketing Controller
Controller

IDS Plan Services of Director and Vice President
California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lorraine R. Hart, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440

American Centurion Life Vice President
Assurance Company

American Enterprise Life Vice President
Insurance Company

American Express Financial Vice President
Advisors Inc.

American Partners Life Director and Vice
Insurance Company President

IDS Certificate Company Vice President

IDS Life Insurance Company Vice President

IDS Life Series Fund, Inc. Vice President

IDS Life Variable Annuity Vice President
Funds A and B

Investors Syndicate Director and Vice
Development Corp. President

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

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

Scott A. Hawkinson, American Express Financial IDS Tower 10 Vice President and
Vice President and Controller Advisors Inc. Minneapolis, MN 55440 Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Janis K. Heaney, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James G. Hirsh, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President and Corporate Minneapolis, MN 55440 and Assistant Secretary
Treasurer

American Centurion Life Vice President and
Assurance Company Treasurer

American Enterprise Vice President and
Investment Services Inc. Treasurer

American Enterprise Life Vice President and
Insurance Company Treasurer

American Express Asset Vice President and
Management Group Inc. Treasurer

American Express Asset Vice President and
Management International Treasurer
Inc.

American Express Client Vice President and
Service Corporation Treasurer

American Express Vice President and
Corporation Treasurer

American Express Financial Vice President and
Advisors Inc. Treasurer

American Express Financial Vice President and
Advisors Japan Inc. Treasurer

American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer

American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer

American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer

American Express Insurance Vice President and
Agency of Oregon Inc. Treasurer

American Express Minnesota Vice President and
Foundation Treasurer

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

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

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

American Partners Life Vice President and
Insurance Company Treasurer

IDS Cable Corporation Director, Vice President
and Treasurer

IDS Cable II Corporation Director, Vice President
and Treasurer

IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary

IDS Certificate Company Vice President and
Treasurer

IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer

IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer

IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer

IDS Insurance Agency of Vice President and
New Mexico Inc. Treasurer

IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer

IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer

IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer

IDS Life Insurance Company Vice President, Treasurer
and Assistant Secretary

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

IDS Life Series Fund Inc. Vice President and
Treasurer

IDS Life Variable Annuity Vice President and
Funds A & B Treasurer

IDS Management Corporation Director, Vice President
and Treasurer

IDS Partnership Services Vice President and
Corporation Treasurer

IDS Plan Services of Vice President and
California, Inc. Treasurer

IDS Real Estate Services, Vice President and
Inc. Treasurer

IDS Realty Corporation Vice President and
Treasurer

IDS Sales Support Inc. Vice President and
Treasurer

Investors Syndicate Vice President and
Development Corp. Treasurer

IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary

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

David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director, President and Chief Minneapolis, MN 55440
Executive Officer

American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer

American Express Service Director and President
Corporation

IDS Certificate Company Director

IDS Life Insurance Company Director

IDS Plan Services of Director and President
California, Inc.

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

Martin G. Hurwitz, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

IDS Life Insurance Company Vice President

IDS Life Series Fund, Inc. Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Marietta L. Johns, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Nancy E. Jones, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

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

Ora J. Kaine, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

G. Michael Kennedy, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan D. Kinder, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

American Centurion Life Director and Chairman of
Assurance Company the Board

American Enterprise Life Director and Chairman of
Insurance Company the Board

American Express Director and President
Corporation

American Express Financial Senior Vice President
Advisors Inc.

American Express Insurance Director and President
Agency of Arizona Inc.

American Express Insurance Director and President
Agency of Idaho Inc.

American Express Insurance Director and President
Agency of Nevada Inc.

American Express Insurance Director and President
Agency of Oregon Inc.

American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.

American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.

American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.

American Express Service Vice President
Corporation

American Partners Life Director and Chairman of
Insurance Company the Board

IDS Certificate Company Director and Chairman of
the Board

IDS Insurance Agency of Director and President
Alabama Inc.

IDS Insurance Agency of Director and President
Arkansas Inc.

IDS Insurance Agency of Director and President
Massachusetts Inc.

IDS Insurance Agency of Director and President
New Mexico Inc.

IDS Insurance Agency of Director and President
North Carolina Inc.

IDS Insurance Agency of Director and President
Ohio Inc.

IDS Insurance Agency of Director and President
Wyoming Inc.

IDS Life Insurance Company Director and President

IDS Life Series Fund, Inc. Director and President

IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President

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

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

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

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

IDS Life Insurance Company Director and Executive
Vice President

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

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

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

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

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

Lori J. Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Daniel E. Laufenberg, American Express Financial IDS Tower 10 Vice President and Chief
Vice President and Chief U.S. Advisors Inc. Minneapolis, MN 55440 U.S. Economist
Economist
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

American Express Trust Director
Company

IDS Plan Services of Director
California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

Jonathan S. Linen, IDS Tower 10
Director Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Mary J. Malevich, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

James A. Mitchell, AMEX Assurance Company IDS Tower 10 Director
Director and Executive Vice Minneapolis, MN 55440
President

American Enterprise Director
Investment Services Inc.

American Express Financial Executive Vice President
Advisors Inc.

American Express Service Director and Senior Vice
Corporation President

American Express Tax and Director
Business Services Inc.

IDS Certificate Company Director

IDS Life Insurance Company Director, Chairman of the
Board and Chief Executive
Officer

IDS Plan Services of Director
California, Inc.

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

William P. Miller, Advisory Capital IDS Tower 10 Vice President
Vice President and Senior Strategies Group Inc. Minneapolis, MN 55440
Portfolio Manager

American Express Asset Senior Vice President and
Management Group Inc. Chief Investment Officer

American Express Financial Vice President and Senior
Advisors Inc. Portfolio Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

American Express Trust Vice President
Company

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

Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Senior Vice Service Corporation Minneapolis, MN 55440
President

American Express Financial Senior Vice President
Advisors Inc.

IDS Life Insurance Company Director and Executive
Vice President

Mary Owens Neal, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael J. O'Keefe, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

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

Carla P. Pavone, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

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

Thomas P. Perrine, American Express Financial IDS Tower 10 Senior Vice President
Senior Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

IDS Cable Corporation Vice President and
Assistant Secretary

IDS Cable II Corporation Vice President and
Assistant Secretary

IDS Management Corporation Vice President and
Assistant Secretary

IDS Partnership Services Vice President and
Corporation Assistant Secretary

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

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

James M. Punch, American Express Financial IDS Tower 10 Vice President and Project
Vice President and Project Advisors Inc. Minneapolis, MN 55440 Manager
Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Frederick C. Quirsfeld, American Express Asset IDS Tower 10 Senior Vice President and
Senior Vice President Management Group Inc. Minneapolis, MN 55440 Senior Portfolio Manager

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
Senior Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

American Enterprise Life Executive Vice President
Insurance Company

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

American Express Trust Director
Company

American Partners Life Director and Vice President
Insurance Agency

IDS Certificate Company Director and President

IDS Life Insurance Company Executive Vice President
and Controller

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

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

American Express Financial Vice President
Advisors Inc.

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

F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440

American Centurion Life Vice President
Assurance Company

American Enterprise Life Vice President
Insurance

American Express Financial Vice President
Advisors Inc.

American Partners Life Vice President
Insurance Company

IDS Certificate Company Vice President

IDS Life Insurance Company Vice President

IDS Partnership Services Director and Vice President
Corporation

IDS Real Estate Services Chairman of the Board and
Inc. President

IDS Realty Corporation Director and Vice President

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

Judy P. Skoglund, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Bridget Sperl, American Express Client IDS Tower 10 Vice President
Vice President Service Corporation Minneapolis, MN 55440

American Express Financial Vice President
Advisors Inc.

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

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

William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President and Assistant Insurance Company Minneapolis, MN 55440 General Counsel and
General Counsel Secretary

American Express Director, Vice President
Corporation and Secretary

American Express Financial Vice President and
Advisors Inc. Assistant General Counsel

American Partners Life Director, Vice President,
Insurance Company General Counsel and
Secretary

IDS Life Insurance Company Vice President, General
Counsel and Secretary

IDS Life Series Fund Inc. General Counsel and
Assistant Secretary

IDS Life Variable Annuity General Counsel and
Funds A & B Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James J. Strauss, American Express Financial IDS Tower 10 Vice President
Vice President and General Advisors Inc. Minneapolis, MN 55440
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

Wesley W. Wadman, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440

American Express Asset Director and Senior Vice
Management International, President
Inc.

American Express Asset Director and Vice Chairman
Management Ltd.

American Express Financial Vice President
Advisors Inc.

IDS Fund Management Limited Director and Vice Chairman
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

American Express Insurance Vice President
Agency of Arizona Inc.

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

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

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

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

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

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

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

IDS Capital Holdings Inc. Vice President

IDS Futures Brokerage Group Vice President

IDS Futures Corporation Vice President, Treasurer
and Secretary

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

Lawrence J. Welte, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffry F. Welter, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Edwin M. Wistrand, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel

American Express Financial Vice President and Chief
Advisors Japan Inc. Legal Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael D. Wolf, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440 and Senior Portfolio
Manager

American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael R. Woodward, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President

American Express Insurance Vice President
Agency of Idaho Inc.

American Express Insurance Vice President
Agency of Nevada Inc.

American Express Insurance Vice President
Agency of Oregon Inc.

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

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

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

IDS Insurance Agency of Vice President
Alabama Inc.

IDS Insurance Agency of Vice President
Arkansas Inc.

IDS Insurance Agency of Vice President
Massachusetts Inc.

IDS Insurance Agency of Vice President
New Mexico Inc.

IDS Insurance Agency of Vice President
North Carolina Inc.

IDS Insurance Agency of Vice President
Ohio Inc.

IDS Insurance Agency of Vice President
Wyoming Inc.

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

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

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

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

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

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

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

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

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

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

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

Joseph M. Barsky III Vice President-Senior Portfolio None
IDS Tower 10 Manager
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-Gulf States None
Galleria One Suite 1900
Galleria Blvd.
Metairie, LA 70001

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 None
IDS Tower 10 President-Institutional Products
Minneapolis, MN 55440 Group

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

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

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

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

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

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

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

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
Minneapolis, MN 55440 Management

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 None
IDS Tower 10 Equity Investments
Minneapolis, MN 55440

Douglas L. Forsberg Vice President-Institutional None
IDS Tower 10 Products Group
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

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

Teresa A. Hanratty Group Vice President-Northern None
Suites 6&7 New England
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 Group Vice President-North Texas None
Suite 150
801 E. Campbell Road
Richardson, TX 75081

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

James G. Hirsh Vice President and Assistant None
IDS Tower 10 General Counsel
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

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

James M. Jensen Vice President-Insurance Product None
IDS Tower 10 Development and Management
Minneapolis, MN 55440

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 None
IDS Tower 10 Advisory Services
Minneapolis, MN 55440

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

G. Michael Kennedy Vice President-Investment None
IDS Tower 10 Services and Investment Research
Minneapolis, MN 55440

Susan D. Kinder Senior Vice None
IDS Tower 10 President-Distribution Services
Minneapolis, MN 55440

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

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

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

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

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

Steven C. Kumagai Director and Senior Vice None
IDS Tower 10 President-Field Management and
Minneapolis, MN 55440 Business Systems

Mitre Kutanovski Group Vice President-Chicago None
Suite 680 Metro
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

Fred A. Mandell Vice President-Field Marketing None
IDS Tower 10 Readiness
Minneapolis, MN 55440

Daniel E. Martin Group Vice President-Pittsburgh None
Suite 650 Metro
5700 Corporate Drive
Pittsburgh, PA 15237

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

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

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

James A. Mitchell Executive Vice None
IDS Tower 10 President-Marketing and Products
Minneapolis, MN 55440

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

Alan D. Morgenstern Group Vice President-Central None
Suite 200 California/Western Nevada
3500 Market Street
Camp Hill, NJ 17011

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

Mary Owens Neal Vice President-Mature Market None
IDS Tower 10 Segment
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 and None
IDS Tower 10 Field Administration
Minneapolis, MN 55440

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 None
One Tower Bridge President-Philadelphia Metro
100 Front Street 8th Fl
West Conshohocken, PA 19428

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

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

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

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

Rollyn C. Renstrom Vice President-Corporate None
IDS Tower 10 Planning 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
Minneapolis, MN 55440 Advisory 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
1400 Lombardi Avenue Michigan
Green Bay, WI 54304

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

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 None
466 Westdale Mall Iowa Area
Cedar Rapids, IA 52404

Bridget Sperl Vice President-Geographic None
IDS Tower 10 Service 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-Cardmember None
IDS Tower 10 Initiatives
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 None
IDS Tower 10 Auditor
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 None
IDS Tower 10 Development
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

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

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

Wesley W. Wadman Vice President-Senior Portfolio None
IDS Tower 10 Manager
Minneapolis, MN 55440

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

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

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

Lawrence J. Welte Vice President-Investment None
IDS Tower 10 Administration
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

</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 Special Tax-Exempt Series Trust, 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 28th day of June, 1999.

AXP SPECIAL TAX-EXEMPT SERIES TRUST

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

By /s/John Knight
John 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 28th day of June, 1999.

Signature Capacity

/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
Lynn V. Cheney

/s/ William H. Dudley* Trustee
William H. Dudley

/s/ David R. Hubers* Trustee
David R. Hubers

/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter

/s/ Anne P. Jones* Trustee
Anne P. Jones

/s/ William R. Pearce* Trustee
William R. Pearce

<PAGE>

Signature Capacity

/s/ Alan K. Simpson* Trustee
Alan K. Simpson

/s/ John R. Thomas* Trustee
John R. Thomas

/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele

*Signed pursuant to Trustees' Power of Attorney, dated January 14, 1999, filed
electronically herewith as Exhibit (p)(1), by:

/s/Leslie L. Ogg
Leslie L. Ogg

**Signed pursuant to Officers' Power of Attorney, dated March 1, 1999, filed
electronically herewith as Exhibit (p)(2), by:

/s/Leslie L. Ogg
Leslie L. Ogg

<PAGE>

CONTENTS OF THIS
POST-EFFECTIVE AMENDMENT NO. 31
TO REGISTRATION STATEMENT NO. 33-5102

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

The facing sheet.

PART A

Prospectus for AXP California, Massachusetts, Michigan, Minnesota,
New York and Ohio Tax-Exempt Funds.

Prospectus for AXP Insured Tax-Exempt Fund.

PART B

Statement of Additional Information for AXP California, Massachusetts,
Michigan, Minnesota, New York and Ohio Tax-Exempt Funds.

Statement of Additional Information for AXP Insured Tax-Exempt Fund.

PART C

Other information.

The signatures.

IDS California Tax-Exempt Trust
Registration No. 33-5103/811-4646

Exhibit Index

Exhibit (h)(6) Transfer Agency Agreement

Exhibit (p)(1) Trustees' Power of Attorney dated January 14, 1999

Exhibit (p)(2) Officers' Power of Attorney dated March 1, 1999

<PAGE>

TRANSFER AGENCY AGREEMENT

AGREEMENT dated as of February 1, 1999, between IDS Special Tax-Exempt Series
Trust (the "Company"), a Massachusetts business trust, on behalf of its
underlying series funds (individually a "Fund" and collectively the "Funds"),
and American Express Client Service Corporation (the "Transfer Agent"), a
Minnesota corporation.

In consideration of the mutual promises set forth below, the Company and the
Transfer Agent agree as follows:

1. Appointment of the Transfer Agent. The Company hereby appoints the
Transfer Agent, as transfer agent for its shares and as shareholder
servicing agent for the Company, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.

2. Compensation. The Company will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A. Schedule A
does not include out-of-pocket disbursements of the Transfer Agent for
which the Transfer Agent shall be entitled to bill the Company
separately.

The Transfer Agent will bill the Company monthly. The fee provided for
hereunder shall be paid in cash by the Company to the Transfer Agent
within five (5) business days after the last day of each month.

Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in Schedule B. Reimbursement by the Company for
expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable after the receipt of an itemized bill from the
Transfer Agent.

Any compensation jointly agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Schedule A, dated and
signed by an officer of each party.

3. Documents. The Company will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to be
appropriate or necessary for the proper performance of its duties.

4. Representations of the Company and the Transfer Agent.

(a) The Company represents to the Transfer Agent that all
outstanding shares are validly issued, fully paid and
non-assessable by the Company. When shares are hereafter
issued in accordance with the terms of the Company's
Declaration of Trust and its By-laws, such shares shall be
validly issued, fully paid and non-assessable by the Company.

(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and obligations
under this agreement and to comply with all applicable laws.

<PAGE>

5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, for the
following functions:

(a) Sale of Fund Shares.

(1) On receipt of an application and payment, wired
instructions and payment, or payment identified as
being for the account of a shareholder, the Transfer
Agent will deposit the payment, prepare and present
the necessary report to the Custodian and record the
purchase of shares in a timely fashion in accordance
with the terms of the respective Fund's prospectus.
All shares shall be held in book entry form and no
certificate shall be issued unless the Fund is
permitted to do so by its prospectus and the
purchaser so requests.

(2) On receipt of notice that payment was dishonored, the
Transfer Agent shall stop redemptions of all shares
owned by the purchaser related to that payment, place
a stop payment on any checks that have been issued to
redeem shares of the purchaser and take such other
action as it deems appropriate.

(b) Redemption of Fund Shares. On receipt of instructions to
redeem shares in accordance with the terms of the Fund's
prospectus, the Transfer Agent will record the redemption of
shares of the Fund, prepare and present the necessary report
to the Custodian and pay the proceeds of the redemption to the
shareholder, an authorized agent or legal representative upon
the receipt of the monies from the Custodian.

(c) Transfer or Other Change Pertaining to Fund Shares. On receipt
of instructions or forms acceptable to the Transfer Agent to
transfer the shares to the name of a new owner, change the
name or address of the present owner or take other legal
action, the Transfer Agent will take such action as is
requested.

(d) Exchange of Fund Shares. On receipt of instructions to
exchange the shares of the Fund for the shares of another fund
in the IDS MUTUAL FUND GROUP or other American Express
Financial Corporation product in accordance with the terms of
the prospectus, the Transfer Agent will process the exchange
in the same manner as a redemption and sale of shares.

(e) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem shares of a Fund or take any
action requested by a shareholder until it is satisfied that
the requested transaction or action is legally authorized or
until it is satisfied there is no basis for any claims adverse
to the transaction or action. It may rely on the provisions of
the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code. The Company shall
indemnify the Transfer Agent for any act done or omitted to
be done in reliance on such laws or for refusing to transfer,
exchange or redeem shares or taking any requested action if it
acts on a good faith belief that the transaction or action is
illegal or unauthorized.

<PAGE>

(f) Shareholder Records, Reports and Services.

(1) The Transfer Agent shall maintain all shareholder
accounts, which shall contain all required tax,
legally imposed and regulatory information; shall
provide shareholders, and file with federal and state
agencies, all required tax and other reports
pertaining to shareholder accounts; shall prepare
shareholder mailing lists; shall cause to be printed
and mailed all required prospectuses, annual reports,
semiannual reports, statements of additional
information (upon request), proxies and other
mailings to shareholders; and shall cause proxies to
be tabulated.

(2) The Transfer Agent shall respond to all valid
inquiries related to its duties under this Agreement.

(3) The Transfer Agent shall create and maintain all
records in accordance with all applicable laws, rules
and regulations, including, but not limited to, the
records required by Section 31(a) of the Investment
Company Act of 1940.

(g) Dividends and Distributions. The Transfer Agent shall prepare
and present the necessary report to the Custodian and shall
cause to be prepared and transmitted the payment of income
dividends and capital gains distributions or cause to be
recorded the investment of such dividends and distributions in
additional shares of the Funds or as directed by instructions
or forms acceptable to the Transfer Agent.

(h) Confirmations and Statements. The Transfer Agent shall confirm
each transaction either at the time of the transaction or
through periodic reports as may be legally permitted.

(i) Lost or Stolen Checks. The Transfer Agent will replace lost or
stolen checks issued to shareholders upon receipt of proper
notification and will maintain any stop payment orders against
the lost or stolen checks as it is economically desirable to
do.

(j) Reports to Company. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as
the Company may request to ascertain the quality and level of
services being provided or as required by law.

(k) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties
to this Agreement.

6. Ownership and Confidentiality of Records. The Transfer Agent agrees
that all records prepared or maintained by it relating to the services
to be performed by it under the terms of this Agreement are the
property of the Company and may be inspected by the Company or any
person retained by the Company at reasonable times. The Company and
Transfer Agent agree to protect the confidentiality of those records.

<PAGE>

7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on
resolutions of the Board of Trustees (the "Board") or the Executive
Committee of the Board and on opinion of counsel for the Company.

8. Duty of Care. It is understood and agreed that, in furnishing the
Company with the services as herein provided, neither the Transfer
Agent, nor any officer, trustee or agent thereof shall be held liable
for any loss arising out of or in connection with their actions under
this Agreement so long as they act in good faith and with due
diligence, and are not negligent or guilty of any willful misconduct.
It is further understood and agreed that the Transfer Agent may rely
upon information furnished to it reasonably believed to be accurate
and reliable. In the event the Transfer Agent is unable to perform its
obligations under the terms of this Agreement because of an act of
God, strike or equipment or transmission failure reasonably beyond its
control, the Transfer Agent shall not be liable for any damages
resulting from such failure.

9. Term and Termination. This Agreement shall become effective on the
date first set forth above (the "Effective Date") and shall continue
in effect from year to year thereafter as the parties may mutually
agree; provided that either party may terminate this Agreement by
giving the other party notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of
receipt of such notice. In the event such notice is given by the
Company, it shall be accompanied by a vote of the Board, certified by
the Secretary, electing to terminate this Agreement and designating a
successor transfer agent or transfer agents. Upon such termination and
at the expense of the Company, the Transfer Agent will deliver to such
successor a certified list of shareholders of the Funds (with name,
address and taxpayer identification or Social Security number), a
historical record of the account of each shareholder and the status
thereof, and all other relevant books, records, correspondence, and
other data established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Company, and will
cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by
such successor or successors.

10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.

11. Subcontracting. The Company agrees that the Transfer Agent may
subcontract for certain of the services described under this Agreement
with the understanding that there shall be no diminution in the
quality or level of the services and that the Transfer Agent remains
fully responsible for the services. Except for out-of-pocket expenses
identified in Schedule B, the Transfer Agent shall bear the cost of
subcontracting such services, unless otherwise agreed by the parties.

<PAGE>

12. Limitations of Liability of the Trustees and Unitholders of Trust

A copy of the Declaration of Trust, dated April 7, 1986, together with
all amendments, is on file in the office of the Secretary of State of
the Commonwealth of Massachusetts. The execution and delivery of this
Agreement have been authorized by the Trustees and the Agreement has
been signed by an authorized officer of the Trust. It is expressly
agreed that the obligations of the Trust under this Agreement shall not
be binding upon any of the Trustees, unitholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the assets
and property of the Trust, as provided in the Declaration of Trust.

13. Miscellaneous.

(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.

(b) This Agreement shall be governed by the laws of the State of
Minnesota.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.

IDS SPECIAL TAX-EXEMPT SERIES TRUST

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

AMERICAN EXPRESS CLIENT SERVICE CORPORATION

By: /s/Barry J. Murphy
Barry J. Murphy
President

<PAGE>

Schedule A

IDS SPECIAL TAX-EXEMPT SERIES TRUST

FEE

The annual per account fee for services under this agreement, accrued daily and
payable monthly, is as follows:

Class A Class B Class Y
IDS Insured Tax-Exempt Fund $19.50 $20.50 $17.50
IDS Massachusetts Tax-Exempt Fund $19.50 $20.50 $17.50
IDS Michigan Tax-Exempt Fund $19.50 $20.50 $17.50
IDS Minnesota Tax-Exempt Fund $19.50 $20.50 $17.50
IDS New York Tax-Exempt Fund $19.50 $20.50 $17.50
IDS Ohio Tax-Exempt Fund $19.50 $20.50 $17.50

<PAGE>

Schedule B

OUT-OF-POCKET EXPENSES

The Company shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:

o typesetting, printing, paper, envelopes, postage and return postage
for proxy soliciting material, and proxy tabulation costs

o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange
confirmations and exchange prospectuses, redemption confirmations,
redemption checks, confirmations on changes of address and any other
communication required to be sent to shareholders

o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information
and other required mailings to shareholders

o stop orders

o outgoing wire charges

o other expenses incurred at the request or with the consent of the
Company

<PAGE>

DIRECTORS/TRUSTEES POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

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

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

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

<PAGE>

Dated the 14th day of January, 1999.

/s/ H. Brewster Atwater, Jr. /s/ William R. Pearce
H. Brewster Atwater, Jr. William R. Pearce

/s/ Arne H. Carlson /s/ Alan K. Simpson
Arne H. Carlson Alan K. Simpson

/s/ Lynne V. Cheney /s/ Edson W. Spencer
Lynne V. Cheney Edson W. Spencer

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

/s/ David R. Hubers /s/
David R. Hubers Wheelock Whitney

/s/ Heinz F. Hutter /s/ C. Angus Wurtele
Heinz F. Hutter C. Angus Wurtele

/s/ Anne P. Jones
Anne P. Jones

<PAGE>

Officers' Power of Attorney

City of Minneapolis

State of Minnesota

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

1933 Act 1940 Act
Reg. Number Reg. Number

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

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

Dated the 1st day of March, 1999

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

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

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