AXP SPECIAL TAX-EXEMPT SERIES TRUST
485BPOS, 1999-08-27
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No.  32  (File No. 33-5102)                         [X]
                             ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.  33  (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)
     [X] on Aug.  27, 1999  pursuant to  paragraph  (b)
     [ ] 60 days after  filing pursuant to paragraph  (a)(1)
     [ ] on (date) pursuant to paragraph (a)(1)
     [ ] 75 days after filing pursuant to paragraph  (a)(2)
     [ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
     [ ] this  post-effective  amendment  designates a new  effective  date
         for a previously filed post-effective amendment.
<PAGE>
                        AXPSM 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 with a high level of income
generally exempt from federal income tax as well as from the
respective state and local income tax.


Please note that each Fund:
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 Funds                                                3p
Goal                                                     3p
Investment Strategy                                      3p
Risks                                                    4p
Past Performance                                         6p
Fees and Expenses                                       11p
Management                                              13p
Buying and Selling Shares                               14p
Valuing Fund Shares                                     14p
Investment Options                                      14p
Purchasing Shares                                       15p
Sales Charges                                           18p
Exchanging/Selling Shares                               21p
Distributions and Taxes                                 25p
Personalized Shareholder Information                    26p
About the Company                                       27p
Quick Telephone Reference                               28p
Financial Highlights                                    29p
Appendix                                                35p


<PAGE>
                              FUND INFORMATION KEY

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

Risks
The major risk factors associated with each Fund.

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

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

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


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

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


     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 investment-grade,
        -- have coupons and/or  maturities  that are consistent  with AEFC's
           interest rate  outlook,  and
        -- are  expected  to  outperform  other  securities  on a risk-adjusted
           basis (i.e., after considering coupon, sinking fund provision, call
           protection, and quality).

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

Although  not a  primary  investment  strategy,  each  Fund  also may  invest in
derivative instruments,  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 cause the
Fund to lose the opportunity to participate in market improvement.  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
The  market  may drop and you may lose  money.  Market  risk may affect a single
issuer,  sector of the economy,  industry,  or the market as a whole. The market
value  of  all  securities  may  move  up  and  down,   sometimes   rapidly  and
unpredictably.


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


<PAGE>
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.

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).


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


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


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

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

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

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

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

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

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

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


PAST PERFORMANCE
Thefollowing  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.


- --------------------------------------------------------------------------------
 California -- Class A Performance* (based on calendar years)
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
+10.04%   +5.72%    +10.93%   +8.34%    +12.03%   -5.27%    +15.23%   +3.46%    +7.93%    +5.81%
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 +7.10%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -4.89% (quarter ending March 1994).

The Fund's year to date return as of June 30, 1999 was -1.36%.


<PAGE>


Massachusetts -- Class A Performance* (based on calendar years)
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
+7.31%    +6.11%    +11.99%   +9.06%    +12.33%   -5.20%    +15.49%   +3.32%    +8.31%    +5.67%
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 +7.08%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -5.40% (quarter ending March 1994).

The Fund's year to date return as of June 30, 1999 was -1.11%.


Michigan -- Class A Performance* (based on calendar years)
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
+10.42%   +4.73%    +11.42%   +9.50%    +12.47%   -4.86%    +16.12%   +2.78%    +7.53%    +5.60%
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 +7.02%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -5.00% (quarter ending March 1994).

The Fund's year to date return as of June 30, 1999 was -0.98%.
<PAGE>

Minnesota -- Class A Performance* (based on calendar years)
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
+10.68%   +5.36%    +10.82%   +8.63%    +11.33%   -4.31%    +14.86%   +3.57%    +8.42%    +5.83%
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 +6.68%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -5.03% (quarter ending March 1994).

The Fund's year to date return as of June 30, 1999 was -0.48%.

New York -- Class A Performance* (based on calendar years)
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
+10.04%   +5.23%    +12.41%   +9.59%    +11.53%   -5.04%    +13.41%   +2.79%    +8.81%    +5.63%
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 +6.20%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -5.09% (quarter ending March 1994).

The Fund's year to date return as of June 30, 1999 was -1.11%.
<PAGE>

Ohio -- Class A Performance* (based on calendar years)
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
+9.28%    +5.38%    +11.43%   +9.43%    +11.54%   -4.79%    +14.51%   +3.32%    +7.95%    +5.64%
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 +6.89%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -5.06% (quarter ending March 1994).

The Fund's year to date return as of June 30, 1999 was -0.64%.


*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.

<PAGE>

<TABLE>
<CAPTION>

 Average Annual Total Returns (as of Dec. 31, 1998)
<S>                                     <C>                 <C>                 <C>                      <C>
                                             1 year                5 years                10 years             Since inception
- ---------------------------------------------------------------------------------------------------------------------------------
 California:
- ---------------------------------------------------------------------------------------------------------------------------------
   Class A                                  +0.52%                  +4.15%                 +6.74%                     --%
- ---------------------------------------------------------------------------------------------------------------------------------
   Class B                                  +1.05%                      --%                     --%                     +5.28%a
 Massachusetts:
- ---------------------------------------------------------------------------------------------------------------------------------
   Class A                                  +0.39%                  +4.23%                 +6.75%                     --%
- ---------------------------------------------------------------------------------------------------------------------------------
   Class B                                  +0.89%                      --%                     --%                     +5.35%a
 Michigan:
- ---------------------------------------------------------------------------------------------------------------------------------
   Class A                                  +0.32%                  +4.14%                 +6.87%                     --%
- ---------------------------------------------------------------------------------------------------------------------------------
   Class B                                  +0.83%                      --%                     --%                     +5.13%a
 Minnesota:
- ---------------------------------------------------------------------------------------------------------------------------------
   Class A                                  +0.54%                  +4.41%                 +6.85%                     --%
- ---------------------------------------------------------------------------------------------------------------------------------
   Class B                                  +1.06%                      --%                     --%                     +5.46%a
 New York:
- ---------------------------------------------------------------------------------------------------------------------------------
   Class A                                  +0.35%                  +3.87%                 +6.76%                     --%
- ---------------------------------------------------------------------------------------------------------------------------------
   Class B                                  +0.83%                      --%                     --%                     +5.04%a
 Ohio:
- ---------------------------------------------------------------------------------------------------------------------------------
   Class A                                  +0.36%                  +4.06%                 +6.69%                     --%
- ---------------------------------------------------------------------------------------------------------------------------------
   Class B                                  +0.88%                      --%                     --%                     +5.09%a
- ---------------------------------------------------------------------------------------------------------------------------------
 Lehman Brothers Municipal Bond Index       +6.48%                  +5.84%                 +8.01%                     +7.41%b
</TABLE>
  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 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 in 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.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
 Shareholder Fees (fees paid directly from your investment)
                                                           Class A           Class B
<S>                                                      <C>                 <C>
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                                             0.47%            0.47%
 Distribution (12b-1) fees                                   0.25%            1.00%
 Other expensesb                                             0.14%            0.16%
 Total                                                       0.86%            1.63%


Massachusetts
As a percentage of average daily net assets:                Class A          Class B
- ----------------------------------------------------------------------------------------------------------
 Management fees                                             0.47%            0.47%
 Distribution (12b-1) fees                                   0.25%            1.00%
 Other expensesb                                             0.18%            0.19%
 Total                                                       0.90%            1.66%


Michigan
As a percentage of average daily net assets:                Class A          Class B
- ----------------------------------------------------------------------------------------------------------
 Management fees                                             0.47%            0.47%
 Distribution (12b-1) fees                                   0.25%            1.00%
 Other expensesb                                             0.20%            0.22%
 Total                                                       0.92%            1.69%



<PAGE>


Minnesota
As a percentage of average daily net assets:                Class A          Class B
- ----------------------------------------------------------------------------------------------------------
 Management fees                                             0.46%            0.46%
 Distribution (12b-1) fees                                   0.25%            1.00%
 Other expensesb                                             0.16%            0.17%
 Total                                                       0.87%            1.63%


New York
As a percentage of average daily net assets:                Class A          Class B
- ----------------------------------------------------------------------------------------------------------
 Management fees                                             0.47%            0.47%
 Distribution (12b-1) fees                                   0.25%            1.00%
 Other expensesb                                             0.19%            0.19%
 Total                                                       0.91%            1.66%


Ohio
As a percentage of average daily net assets:                Class A          Class B
- ----------------------------------------------------------------------------------------------------------
 Management fees                                             0.47%            0.47%
 Distribution (12b-1) fees                                   0.25%            1.00%
 Other expensesb                                             0.25%            0.25%
- ----------------------------------------------------------------------------------------------------------
 Total                                                       0.97%            1.72%
</TABLE>
a This charge may be reduced  depending  on your total  investments  in American
Express funds. See "Sales Charges."
b Expenses for Class A and Class B are based on actual expenses for the last
fiscal year, restated to reflect current fees.
c Other expenses include an administrative services fee, a transfer agency fee
and other nonadvisory expenses.


<PAGE>

Example
This  example is intended to help you compare the cost of investing in 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:
<TABLE>
<CAPTION>

California
                                         1 year            3 years           5 years          10 years
<S>                                     <C>              <C>               <C>            <C>
- ----------------------------------------------------------------------------------------------------------
 Class Aa                                 $583              $761              $954            $1,512
- ----------------------------------------------------------------------------------------------------------
 Class Bb                                 $666              $914            $1,088            $1,731d
- ----------------------------------------------------------------------------------------------------------
 Class Bc                                 $166              $514              $888            $1,731d

Massachusetts
                                         1 year            3 years           5 years          10 years
- ----------------------------------------------------------------------------------------------------------
 Class Aa                                 $587              $773              $974            $1,557
- ----------------------------------------------------------------------------------------------------------
 Class Bb                                 $669              $924            $1,103            $1,767d
- ----------------------------------------------------------------------------------------------------------
 Class Bc                                 $169              $524              $903            $1,767d

Michigan
                                         1 year            3 years           5 years          10 years
- ----------------------------------------------------------------------------------------------------------
 Class Aa                                 $589              $779              $985            $1,579
- ----------------------------------------------------------------------------------------------------------
 Class Bb                                 $672              $933            $1,119            $1,797d
- ----------------------------------------------------------------------------------------------------------
 Class Bc                                 $172              $533              $919            $1,797d

Minnesota
                                         1 year            3 years           5 years          10 years
- ----------------------------------------------------------------------------------------------------------
 Class Aa                                 $584              $764              $959            $1,523
- ----------------------------------------------------------------------------------------------------------
 Class Bb                                 $666              $914            $1,088            $1,734d
- ----------------------------------------------------------------------------------------------------------
 Class Bc                                 $166              $514              $888            $1,734d

New York
                                         1 year            3 years           5 years          10 years
- ----------------------------------------------------------------------------------------------------------
 Class Aa                                 $588              $776              $979            $1,568
- ----------------------------------------------------------------------------------------------------------
 Class Bb                                 $669              $924            $1,103            $1,770d
- ----------------------------------------------------------------------------------------------------------
 Class Bc                                 $169              $524              $903            $1,770d

Ohio
                                         1 year            3 years           5 years          10 years
- ----------------------------------------------------------------------------------------------------------
 Class Aa                                 $594              $794            $1,010            $1,634
 Class Bb                                 $675              $942            $1,134            $1,836d
- ----------------------------------------------------------------------------------------------------------
 Class Bc                                 $175              $542              $934            $1,836d
</TABLE>
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.

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 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).

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.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
 Investment options summary:
<S>                   <C>
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
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* The Fund has adopted a plan under Rule 12b-1 of the Investment  Company Act of
1940 that allows it to pay distribution and servicing-related  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.

<PAGE>

AXP STATE TAX-EXEMPT 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
because you failed to report required interest or dividends on your tax return.


<PAGE>

<TABLE>
<CAPTION>
 How to determine the correct TIN
<S>                 `                   <C>
For this type of account:               Use the Social Security or Employer Identification number of:

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

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

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


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


Sole proprietorship                     The owner

Partnership                             The partnership

Corporate                               The corporation

Association, club or tax-exempt organization
                                        The organization
- ----------------------------------------------------------------------------------------------------------
</TABLE>

For details on TIN  requirements,  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 priceb          Net amount 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.

<PAGE>

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.
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.


<PAGE>

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

If the amount you are  selling  causes the value of your  investment  in Class B
shares to fall below the cost of the shares you have  purchased  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.

<PAGE>

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:
     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 591/2 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.

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.

<PAGE>

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.

<PAGE>

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

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

<PAGE>

Three ways to receive payment when you sell shares
- --------------------------------------------------------------------------------
 1 By regular or express mail:
o  Mailed to the address on record.
o  Payable to names listed on the account.

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

- --------------------------------------------------------------------------------
 2 By wire or electronic funds transfer:

o  Minimum wire: $1,000.

o  Request that money be wired to your bank.

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

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

- --------------------------------------------------------------------------------
 3 By scheduled payout plan:

o Minimum payment: $50.

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

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

<PAGE>

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


DIVIDENDS AND CAPITAL GAIN 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. Each realized  capital gain or loss is long-term or short-term  depending on
the length of time the Fund held the security. Realized capital gains and losses
offset  each  other.  The Fund  offsets any net  realized  capital  gains by any
available capital loss carryovers. Net realized long-term capital gains, if any,
are distributed by the end of the calendar year as capital gain distributions.


REINVESTMENTS
Dividends  and  capital  gain  distributions  are  automatically  reinvested  in
additional  shares  in  the  same  class  of the  Fund,  unless:  o you  request
distributions in cash, or o you direct the Fund to invest your  distributions in
the same class of any publicly offered American
   Express 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 capital gain
distributions  and income  earned  are not exempt  from  federal  income  taxes.
Distributions  are  taxable in the year the Fund  declares  them  regardless  of
whether you take them in cash or reinvest them.


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


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

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


<PAGE>

For tax  purposes,  an exchange is considered a sale and purchase and may result
in a gain or loss. A sale is a taxable transaction.  If you sell shares for 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.


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.


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.

<PAGE>

About the Company
<TABLE>
<CAPTION>
BUSINESS STRUCTURE
<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           <-           The Fund          ->         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                                              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          <-                             ->        safekeeping of
                                     Fund's                                                      assets; receives a
                                   investments and                                                fee that varies
                                    receives a fee                                              based on the number
                                   based on average                                             of securities held.
                                  daily net assets.*
                                 ---------------------           ---------------------          ---------------------
</TABLE>
* Each  Fund pays  AEFC a fee for  managing  its  assets.  Under the  Investment
Management Services Agreement, the fee for the most recent fiscal year was 0.47%
of its average daily net assets for California,  0.47% for Massachusetts,  0.47%
for Michigan, 0.46% for Minnesota,  0.47% for New York and 0.47% for Ohio. Under
the Agreement,  each Fund also pays taxes, brokerage commissions and nonadvisory
expenses.

<PAGE>
                     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 $92 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 $232 billion.

AEFA serves  individuals and businesses  through its nationwide  network of more
than 180 offices and more than 9,300 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

AMERICAN 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

<TABLE>
<CAPTION>
AXP California Tax-Exempt Trust

AXP California Tax-Exempt Fund



Fiscal period ended June 30,

- ----------------------------------------------------------------------------------------------------------
 Per share income and capital changesa
<S>                                 <C>      <C>      <C>      <C>       <C>        <C>      <C>      <C>      <C>     <C>
                                                      Class A                                        Class B

                                        1999     1998     1997     1996     1995       1999     1998     1997     1996    1995b

Net asset value, beginning of period   $5.35    $5.24    $5.15    $5.16    $5.13      $5.35    $5.24    $5.15    $5.16   $5.21
- ----------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)             .27      .29      .29      .28      .30        .22      .25      .25      .24     .09

Net gains (losses) (both realized and
unrealized)                             (.17)     .11      .10      .02        .03     (.17)     .11      .10      .02    (.05)
- ----------------------------------------------------------------------------------------------------------

Total from investment operations         .10      .40      .39      .30      .33        .05      .36      .35      .26     .04

Less distributions:

Dividends from net investment income    (.27)    (.29)    (.29)    (.28)    (.30)      (.22)    (.25)    (.25)    (.24)   (.09)

Distributions from realized gains         --       --     (.01)    (.03)      --         --       --     (.01)    (.03)     --
- ----------------------------------------------------------------------------------------------------------------------------------

Total distributions                     (.27)    (.29)    (.30)    (.31)    (.30)      (.22)    (.25)    (.26)    (.27)   (.09)

Net asset value, end of period         $5.18    $5.35    $5.24    $5.15    $5.16      $5.18    $5.35    $5.24    $5.15   $5.16

- ---------------------------------------------------------------------------------------------------------------------------------
 Ratios/supplemental data

Net assets, end of period (in millions) $246    $239     $232     $234      $239        $21      $15      $10       $6      $2
- ---------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily net
assetsd                                 .79%     .75%    .77%     .80%       .65%      1.53%    1.50%    1.52%    1.57%   1.51%c

Ratio of net investment income (loss)
to average daily net assets             4.97%    5.24%    5.64%    5.40%    5.89%      4.23%    4.50%    4.94%    4.64%   4.87%c

Portfolio turnover rate

(excluding short-term securities)      16%      15%      14%      15%      48%        16%      15%      14%      15%     48%

Total returne                        1.80%    7.72%    7.77%    6.00%    6.52%      1.03%    6.94%    6.95%    5.19%    .80%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.


<PAGE>
<TABLE>
<CAPTION>
                                  AXP Special Tax-Exempt Series Trust
                                    AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

- ----------------------------------------------------------------------------------------------------------
 Per share income and capitala
<S>                                 <C>      <C>      <C>      <C>       <C>        <C>      <C>      <C>      <C>     <C>

                                                      Class A                                        Class B

                                        1999     1998     1997     1996     1995       1999     1998     1997     1996    1995b

Net asset value, beginning of period   $5.56    $5.42    $5.30    $5.27    $5.24      $5.56    $5.42    $5.30    $5.27   $5.31
- ----------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)             .27      .29      .29      .28      .30        .23      .24      .25      .24     .09

Net gains (losses) (both realized
and unrealized)                         (.17)     .14      .12      .03      .03       (.17)     .14      .12      .03    (.04)
- ---------------------------------------------------------------------------------------------------------------------------------

Total from investment operations         .10      .43      .41      .31      .33        .06      .38      .37      .27     .05

Less distributions:

Dividends from net investment income    (.27)    (.29)    (.29)    (.28)    (.30)      (.23)    (.24)    (.25)    (.24)   (.09)
- ---------------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period         $5.39    $5.56    $5.42    $5.30    $5.27      $5.39    $5.56    $5.42    $5.30   $5.27

- ---------------------------------------------------------------------------------------------------------------------------------
 Ratios/supplemental data

Net assets, end of period (in millions)  $70      $67      $67      $68      $68        $17      $13       $8       $6      $2
- ---------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily
net assetsd                              .81%     .82%     .84%     .86%     .72%      1.56%    1.57%    1.59%   1.63%    1.59%c

Ratio of net investment income (loss)

to average daily net assets             4.99%    5.17%    5.32%    5.26%    5.74%      4.25%    4.43%    4.58%    4.51%   4.83%c

Portfolio turnover rate

(excluding short-term securities)          5%       9%       8%       6%      16%         5%       9%       8%       6%     16%

Total returne                           1.72%    8.13%    7.81%    5.96%    6.53%       .96%    7.32%    7.00%    5.19%    .90%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent. b
Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.

<PAGE>

                                  AXP Special Tax-Exempt Series Trust
                                       AXP Michigan Tax-Exempt Fund
<TABLE>
<CAPTION>
Fiscal period ended June 30,

- ----------------------------------------------------------------------------------------------------------
 Per share income and capital changesa

                                                      Class A                                        Class B

                                        1999     1998     1997     1996     1995       1999     1998     1997     1996    1995b
<S>                                    <C>      <C>      <C>      <C>       <C>        <C>      <C>      <C>      <C>     <C>
Net asset value, beginning of period   $5.57    $5.44    $5.36    $5.39    $5.35      $5.57    $5.44    $5.36    $5.39   $5.43
- ----------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)             .28      .29      .29      .30      .30        .24      .25      .25      .25     .09

Net gains (losses) (both realized
and unrealized)                         (.17)     .13      .08      .04      .05       (.17)     .13      .08      .04    (.04)
- ----------------------------------------------------------------------------------------------------------

Total from investment operations         .11      .42      .37      .34      .35        .07      .38      .33      .29     .05

Less distributions:

Dividends from net investment income    (.28)    (.29)    (.29)    (.30)    (.31)      (.24)    (.25)    (.25)    (.25)   (.09)

Distributions from realized gains       (.02)   --       --        (.07)   --          (.02)   --       --        (.07)  --
- ----------------------------------------------------------------------------------------------------------

Total distributions                     (.30)    (.29)    (.29)    (.37)    (.31)      (.26)    (.25)    (.25)    (.32)   (.09)

Net asset value, end of period         $5.38    $5.57    $5.44    $5.36    $5.39      $5.38    $5.57    $5.44    $5.36   $5.39

- ----------------------------------------------------------------------------------------------------------
 Ratios/supplemental data:

Net assets, end of period (in millions) $77      $77      $77      $79       $78         $7       $5       $4       $3      $1
- ----------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily net
assetsd                                .83%     .82%     .81%     .82%       .70%      1.59%    1.57%    1.56%    1.59%   1.62%c

Ratio of net investment income

(loss) to average daily net assets      5.00%    5.19%    5.38%    5.37%    5.71%      4.25%    4.44%    4.65%    4.63%   4.89%c

Portfolio turnover rate

(excluding short-term securities)        20%      10%      21%      29%      48%        20%      10%      21%       29%     48%

Total returne                           1.92%    7.66%    7.12%    6.30%    6.59%      1.17%    6.86%    6.32%    5.57%    .90%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.

<PAGE>
<TABLE>
<CAPTION>
                                  AXP Special Tax-Exempt Series Trust
                                      AXP Minnesota Tax-Exempt Fund

Fiscal period ended June 30,

- ----------------------------------------------------------------------------------------------------------
 Per share income and capital changesa

                                                      Class A                                        Class B
<S>                                   <C>      <C>      <C>      <C>       <C>        <C>      <C>      <C>      <C>     <C>
                                       1999     1998     1997     1996     1995       1999     1998     1997     1996    1995b

Net asset value, beginning of period   $5.41    $5.30    $5.20    $5.19    $5.16      $5.41    $5.30    $5.20    $5.19   $5.24
- ----------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)             .29      .30      .31      .30      .31        .25      .26      .27      .26     .09

Net gains (losses) (both realized
and unrealized)                         (.15)     .11      .10      .01      .03       (.15)     .11      .10      .01    (.05)
- --------------------------------------------------------------------------------------------------------------------------------

Total from investment operations         .14      .41      .41      .31      .34        .10      .37      .37      .27     .04

Less distributions:

Dividends from net investment income    (.29)    (.30)    (.31)    (.30)    (.31)      (.25)    (.26)    (.27)    (.26)   (.09)
- --------------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period         $5.26    $5.41    $5.30    $5.20    $5.19      $5.26    $5.41    $5.30    $5.20   $5.19

- --------------------------------------------------------------------------------------------------------------------------------
 Ratios/supplemental data:

Net assets, end of period (in millions) $406     $385     $376     $393     $403        $46      $31      $22      $16      $4
- --------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily net
assetsd                                 .78%     .75%     .75%     .80%      .67%      1.54%    1.50%    1.50%   1.57%    1.27%c

Ratio of net investment income (loss)

to average daily net assets             5.37%    5.61%    5.81%    5.66%    6.01%      4.61%    4.86%    5.05%    4.94%   5.40%c

Portfolio turnover rate

(excluding short-term securities)        13%       8%      14%      13%      28%        13%       8%      14%       13%     28%

Total returne                           2.62%    7.96%    8.06%    5.90%    6.77%      1.85%    7.17%    7.23%    5.20%    .80%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.

<PAGE>

                                  AXP Special Tax-Exempt Series Trust
                                       AXP New York Tax-Exempt Fund
<TABLE>
<CAPTION>
Fiscal period ended June 30,

- ----------------------------------------------------------------------------------------------------------
 Per share income and capital changesa

                                                      Class A                                        Class B

                                       1999     1998     1997     1996     1995       1999     1998     1997     1996    1995b
<S>                                   <C>      <C>      <C>      <C>       <C>        <C>      <C>      <C>      <C>     <C>
Net asset value, beginning of period   $5.29    $5.15    $5.06    $5.09    $5.12      $5.29    $5.15    $5.06    $5.09   $5.17
- ---------------------------------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)             .25      .27      .28      .29      .30        .21      .23      .25      .25     .09

Net gains (losses) (both realized
and unrealized)                         (.14)     .14      .09     (.03)    (.03)      (.14)     .14      .09     (.03)   (.08)
- ---------------------------------------------------------------------------------------------------------------------------------

Total from investment operations         .11      .41      .37      .26      .27        .07      .37      .34      .22     .01

Less distributions:

Dividends from net investment income    (.25)    (.27)    (.28)    (.29)    (.30)      (.21)    (.23)    (.25)    (.25)   (.09)
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period          $5.15    $5.29    $5.15    $5.06    $5.09      $5.15    $5.29    $5.15    $5.06   $5.09

- ----------------------------------------------------------------------------------------------------------------------------------
 Ratios/supplemental data:

Net assets, end of period
(in millions)                           $102      $105     $108     $115     $120        $14      $10       $8       $5      $2
- ----------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily net
assetsd                                 .82%      .79%     .81%     .82%     .70%       1.57%    1.55%    1.56%    1.59%   1.59%c

Ratio of net investment income (loss)

to average daily net assets             4.93%    5.22%    5.55%    5.51%    6.00%      4.20%    4.47%    4.81%    4.79%   5.42%c

Portfolio turnover rate

(excluding short-term securities)          8%      10%      12%       9%      20%         8%      10%      12%       9%     20%

Total returne                           2.04%    8.20%    7.60%    5.23%    5.46%      1.28%    7.35%    6.80%    4.40%    .20%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.

<PAGE>

                                  AXP Special Tax-Exempt Series Trust
                                         AXP Ohio Tax-Exempt Fund
<TABLE>
<CAPTION>
Fiscal period ended June 30,

- --------------------------------------------------------------------------------------------------------------------------------
 Per share income and capital changesa

                                                      Class A                                        Class B
<S>                                   <C>      <C>      <C>      <C>       <C>        <C>      <C>      <C>      <C>     <C>
                                       1999     1998     1997     1996     1995       1999     1998     1997     1996    1995b

Net asset value, beginning of period   $5.50    $5.38    $5.28    $5.28    $5.26      $5.50    $5.38    $5.28    $5.28   $5.34
- ---------------------------------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)             .27      .29      .29      .29      .29        .23      .24      .25      .24     .09

Net gains (losses) (both realized and
unrealized)                             (.14)     .12      .10      .01      .03       (.14)     .13      .10      .01    (.06)
- ----------------------------------------------------------------------------------------------------------------------------------

Total from investment operations         .13      .41      .39      .30      .32        .09      .37      .35      .25     .03

Less distributions:

Dividends from net investment income    (.27)    (.29)    (.29)    (.29)    (.30)      (.23)    (.25)    (.25)    (.24)   (.09)

Distributions from realized gains         --       --       -      (.01)      --         --       --       --     (.01)     --
- ---------------------------------------------------------------------------------------------------------------------------------

Total distributions                     (.27)    (.29)    (.29)    (.30)    (.30)      (.23)    (.25)    (.25)    (.25)    (.09)

Net asset value, end of period         $5.36    $5.50    $5.38    $5.28    $5.28      $5.36    $5.50    $5.38    $5.28    $5.28

- ---------------------------------------------------------------------------------------------------------------------------------
 Ratios/supplemental data

Net assets, end of period
(in millions)                           $69      $67      $67       $72      $73         $8       $5       $4       $2       $1
- ---------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily
net assetsd                            .88%     .83%     .83%      .85%     .71%       1.63%    1.59%    1.59%    1.59%    1.66%c

Ratio of net investment income (loss)

to average daily net assets             5.02%    5.22%    5.46%    5.35%    5.65%      4.27%    4.47%    4.74%    4.63%   4.58%c

Portfolio turnover rate

(excluding short-term securities)         5%      10%       9%      24%      45%         5%       10%      9%      24%      45%

Total returne                           2.50%    7.79%    7.43%    5.76%    6.23%      1.75%    6.98%    6.62%    4.96%    .60%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.

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


<PAGE>
Appendix

- --------------------------------------------------------------------------------
Appendix A


- --------------------------------------------------------------------------------
         Description of bond ratings




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

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

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

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

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

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

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

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

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

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

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

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

     Definitions of zero-coupon and pay-in-kind securities

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

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

<PAGE>
     Appendix B


- --------------------------------------------------------------------------------
     1999 state tax-exempt and tax equivalent yield calculation

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

         Tax-exempt income vs. taxable income

     1999 California tax-exempt and taxable equivalent yield calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

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

     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)
<S>                                     <C>                 <C>                <C>             <C>
$             0 - $  10,262                        15.85%
         10,262  -   24,322                        16.70
         24,322  -   38,386                        18.40
         38,386  -   43,050                        20.10
         43,050  -   53,288                        32.32
         53,288  -   67,346                        33.76
         67,346  -  104,050                        34.70             35.46%
        104,050  -  158,550                        37.42             38.26             39.50%
        158,550  -  283,150                        41.95             42.93             44.37             42.93%
        283,150  +                                 45.22                               47.88***          46.29
- ---------------------------------------------------------------------------------------------------------------------------

     Taxable income**                              $0                            $126,600
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2)
- ---------------------------------------------------------------------------------------------------------------------------

$             0 - $    5,131                       15.85%
          5,131  -   12,161                        16.70
         12,161  -   19,193                        18.40
         19,193  -   25,750                        20.10
         25,750  -   26,644                        32.32
         26,644  -   33,673                        33.76
         33,673  -   62,450                        34.70
         62,450  -  130,250                        37.42                               38.88%
        130,250  - 283,150                         41.95                               43.65             42.93%
        283,150  +                                 45.22                                                 46.29
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Gross income with certain adjustments before taking itemized deductions and
     personal  exemptions.  ** Amount  subject to federal income tax after
     itemized deduction and personal exemptions.
***  This rate is applicable  only in the limited case where your adjusted gross
     income is less than $312,450 and your taxable income exceeds $283,150.

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

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

     The combined  federal/California  tax brackets are based on state tax rates
     and  bracket  in  effect  on Dec.  31,  1998.  These  rates  may  change if
     California  tax rates  change in 1999.  In  California,  tax  brackets  are
     indexed for  inflation.  These  figures do not  reflect the 1999  inflation
     adjustment.  If state tax rates  change,  equivalent  rates may differ from
     those shown.

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

     STEP 2:  Determining  your combined  federal and  California  state taxable
     yield equivalents.

     Using 38.26%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.48% yield.
<TABLE>
<CAPTION>
                          For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
- ---------------------------------------------------------------------------------------------------------------------------
     Marginal Tax Rates    Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
          15.85%              3.57      4.16      4.75      5.35       5.94      6.54       7.13      7.72
          16.70%              3.60      4.20      4.80      5.40       6.00      6.60       7.20      7.80
          18.40%              3.68      4.29      4.90      5.51       6.13      6.74       7.35      7.97
          20.10%              3.75      4.38      5.01      5.63       6.26      6.88       7.51      8.14
          32.32%              4.43      5.17      5.91      6.65       7.39      8.13       8.87      9.60
          33.76%              4.53      5.28      6.04      6.79       7.55      8.30       9.06      9.81
          34.70%              4.59      5.36      6.13      6.89       7.66      8.42       9.19      9.95
          35.46%              4.65      5.42      6.20      6.97       7.75      8.52       9.30     10.07
          37.42%              4.79      5.59      6.39      7.19       7.99      8.79       9.59     10.39
          38.26%              4.86      5.67      6.48      7.29       8.10      8.91       9.72     10.53
          38.88%              4.91      5.73      6.54      7.36       8.18      9.00       9.82     10.63
          39.50%              4.96      5.79      6.61      7.44       8.26      9.09       9.92     10.74
          41.95%              5.17      6.03      6.89      7.75       8.61      9.47      10.34     11.20
          42.93%              5.26      6.13      7.01      7.89       8.76      9.64      10.51     11.39
          43.65%              5.32      6.21      7.10      7.99       8.87      9.76      10.65     11.54
          44.37%              5.39      6.29      7.19      8.09       8.99      9.89      10.79     11.68
          45.22%              5.48      6.39      7.30      8.21       9.13     10.04      10.95     11.87
          46.29%              5.59      6.52      7.45      8.38       9.31     10.24      11.17     12.10
          47.88%              5.76      6.72      7.67      8.63       9.59     10.55      11.51     12.47
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
     1999 Massachusetts tax-exempt and taxable equivalent yield calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

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

     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)
<S>                                     <C>                 <C>                <C>             <C>
  $           0  -$  43,050                        20.06%
         43,050  -  104,050                        32.28             33.07%
        104,050  -  158,550                        35.11             35.98             37.26%
        158,550  -  283,150                        39.81             40.82             42.31             40.82%
        283,150   +                                43.19                               45.95***          44.31
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0                            $126,600
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2)

 $           0  - $  25,750                        20.06%
         25,750  -   62,450                        32.28
         62,450  -  130,250                        35.11                               36.62%
        130,250  -  283,150                        39.81                               41.57             40.82%
        283,150   +                                43.19                                                 44.31
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Gross income with certain adjustments before taking itemized deductions and
     personal  exemptions.  ** Amount  subject to federal income tax after \
     itemized deduction and personal exemptions.
***  This rate is applicable  only in the limited case where your adjusted gross
     income is less than $312,450 and your taxable income exceeds $283,150.

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

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

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

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

     STEP 2: Determining your combined federal and  Massachusetts  state taxable
     yield equivalents.

     Using 35.98%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.25% yield.
<TABLE>
<CAPTION>
                           For these Tax-Exempt Rates:

- ---------------------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
- ---------------------------------------------------------------------------------------------------------------------------
     Marginal Tax Rates    Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
          20.06%              3.75      4.38      5.00      5.63       6.25      6.88       7.51      8.13
          32.28%              4.43      5.17      5.91      6.65       7.38      8.12       8.86      9.60
          33.07%              4.48      5.23      5.98      6.72       7.47      8.22       8.96      9.71
          35.11%              4.62      5.39      6.16      6.93       7.71      8.48       9.25     10.02
          35.98%              4.69      5.47      6.25      7.03       7.81      8.59       9.37     10.15
          36.62%              4.73      5.52      6.31      7.10       7.89      8.68       9.47     10.26
          37.26%              4.78      5.58      6.38      7.17       7.97      8.77       9.56     10.36
          39.81%              4.98      5.81      6.65      7.48       8.31      9.14       9.97     10.80
          40.82%              5.07      5.91      6.76      7.60       8.45      9.29      10.14     10.98
          41.57%              5.13      5.99      6.85      7.70       8.56      9.41      10.27     11.12
          42.31%              5.20      6.07      6.93      7.80       8.67      9.53      10.40     11.27
          43.19%              5.28      6.16      7.04      7.92       8.80      9.68      10.56     11.44
          44.31%              5.39      6.28      7.18      8.08       8.98      9.88      10.77     11.67
          45.95%              5.55      6.48      7.40      8.33       9.25     10.18      11.10     12.03
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
     1999 Michigan tax-exempt and taxable equivalent yield calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

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

     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)
<S>                                     <C>                 <C>                <C>             <C>
  $           0  - $  43,050                       18.74%
         43,050  -  104,050                        31.17             31.97%
        104,050  -  158,550                        34.04             34.93             36.23%
        158,550  -  283,150                        38.82             39.85             41.36             39.85%
        283,150   +                                42.26             45.06***          43.39
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0                            $126,600
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2)

  $           0  - $  25,750                       18.74%
         25,750  -   62,450                        31.17
         62,450  -  130,250                        34.04                               35.58%
        130,250  -  283,150                        38.82                               40.61             39.85%
        283,150   +                                42.26                                                 43.39
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Gross income with certain adjustments before taking itemized deductions and
     personal  exemptions.
**   Amount  subject to federal income tax after itemized deduction and
     personal exemptions.
***  This rate is applicable  only in the limited case where your adjusted gross
     income is less than $312,450 and your taxable income exceeds $283,150.

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

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

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

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


     STEP 2:  Determining your combined federal and Michigan state taxable yield
     equivalents.

     Using 34.93%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.15% yield.
<TABLE>
<CAPTION>
                           For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
- ---------------------------------------------------------------------------------------------------------------------------
     Marginal Tax Rates    Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
          18.74%              3.69      4.31      4.92      5.54       6.15      6.77       7.38      8.00
          31.17%              4.36      5.08      5.81      6.54       7.26      7.99       8.72      9.44
          31.97%              4.41      5.14      5.88      6.61       7.35      8.08       8.82      9.55
          34.04%              4.55      5.31      6.06      6.82       7.58      8.34       9.10      9.85
          34.93%              4.61      5.38      6.15      6.92       7.68      8.45       9.22      9.99
          35.58%              4.66      5.43      6.21      6.99       7.76      8.54       9.31     10.09
          36.23%              4.70      5.49      6.27      7.06       7.84      8.62       9.41     10.19
          38.82%              4.90      5.72      6.54      7.36       8.17      8.99       9.81     10.62
          39.85%              4.99      5.82      6.65      7.48       8.31      9.14       9.98     10.81
          40.61%              5.05      5.89      6.74      7.58       8.42      9.26      10.10     10.94
          41.36%              5.12      5.97      6.82      7.67       8.53      9.38      10.23     11.08
          42.26%              5.20      6.06      6.93      7.79       8.66      9.53      10.39     11.26
          43.39%              5.30      6.18      7.07      7.95       8.83      9.72      10.60     11.48
          45.06%              5.46      6.37      7.28      8.19       9.10     10.01      10.92     11.83
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

      1999 Minnesota tax-exempt and taxable equivalent yield calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

     Under Taxable  Income married  filing  jointly  status,  $138,000 is in the
     $104,050-$158,550  range.  Under Adjusted Gross Income,  $175,000 is in the
     $126,600 to $189,950  column.  The Taxable  Income line and Adjusted  Gross
     Income column meet at 37.38%. This is the rate you'll use in Step 2.
<TABLE>
<CAPTION>
                                                                  Adjusted gross income*
- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)
<S>                                     <C>                 <C>                <C>             <C>
  $           0  - $  25,220                       19.68%
         25,220  -   43,050                        21.16
         43,050  -  100,200                        33.22             34.00%
        100,200  -  104,050                        33.76             34.53
        104,050  -  158,550                        36.52             37.38             38.63%
        158,550  -  283,150                        41.12             42.11             43.57             42.11%
        283,150   +                                44.43                               47.13***          45.52
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0                            $126,600
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2))

  $           0  -$  17,250                        19.68%
         17,250  -   25,750                        21.16
         25,750  -   56,680                        33.22
         56,680  -   62,450                        33.76
         62,450  -  130,250                        36.52                               38.00%
        130,250  -  283,150                        41.12                               42.84             42.11%
        283,150   +                                44.43                                                 45.52
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Gross income with certain adjustments before taking itemized deductions and
     personal  exemptions.  ** Amount  subject to federal income tax after
     itemized deduction and personal exemptions.
***  This rate is applicable  only in the limited case where your adjusted gross
     income is less than $312,450 and your taxable income exceeds $283,150.

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

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

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

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

     STEP 2: Determining your combined federal and Minnesota state taxable yield
     equivalents.

     Using 37.38%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.39% yield.
<TABLE>
<CAPTION>
                           For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
- ---------------------------------------------------------------------------------------------------------------------------
     Marginal Tax Rates    Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
          19.68%              3.74      4.36      4.98      5.60       6.23      6.85       7.47      8.09
          21.16%              3.81      4.44      5.07      5.71       6.34      6.95       7.61      8.24
          33.22%              4.49      5.24      5.99      6.74       7.49      8.24       8.98      9.73
          33.76%              4.53      5.28      6.04      6.79       7.55      8.30       9.06      9.81
          34.00%              4.55      5.30      6.06      6.82       7.58      8.33       9.09      9.85
          34.53%              4.58      5.35      6.11      6.87       7.64      8.40       9.16      9.93
          36.52%              4.73      5.51      6.30      7.09       7.88      8.66       9.45     10.24
          37.38%              4.79      5.59      6.39      7.19       7.98      8.78       9.58     10.38
          38.00%              4.84      5.65      6.45      7.26       8.06      8.87       9.68     10.48
          38.63%              4.89      5.70      6.52      7.33       8.15      8.96       9.78     10.59
          41.12%              5.10      5.94      6.79      7.64       8.49      9.34      10.19     11.04
          42.11%              5.18      6.05      6.91      7.77       8.64      9.50      10.36     11.23
          42.84%              5.25      6.12      7.00      7.87       8.75      9.62      10.50     11.37
          43.57%              5.32      6.20      7.09      7.97       8.86      9.75      10.63     11.52
          44.43%              5.40      6.30      7.20      8.10       9.00      9.90      10.80     11.70
          45.52%              5.51      6.42      7.34      8.26       9.18     10.10      11.01     11.93
          47.13%              5.67      6.62      7.57      8.51       9.46     10.40      11.35     12.29
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

     1999 New York State tax-exempt and taxable equivalent yield calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

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

     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)

                                               $           0  -         $  16,000       18.40%
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                <C>             <C>
         16,000  -   22,000                        18.83
         22,000  -   26,000                        19.46
         26,000  -   40,000                        20.02
         40,000  -   43,050                        20.82
         43,050  -  104,050                        32.93             33.71%
        104,050  -  158,550                        35.73             36.59             37.86%
        158,550  -  283,150                        40.38             41.39             42.87             41.39%
        283,150   +                                43.74                               46.47***          44.84
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0                            $126,600
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2))

  $           0  -$    8,000                       18.40%
          8,000  -   11,000                        18.83
         11,000  -   13,000                        19.46
         13,000  -   20,000                        20.02
         20,000  -   25,750                        20.82
         25,750  -   62,450                        32.93
         62,450  -  130,250                        35.73                               37.23%
        130,250  -  283,150                        40.38                               42.13             41.39%
        283,150   +                                43.74                                                 44.84
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Gross income with certain adjustments before taking itemized deductions and
     personal  exemptions.
**   Amount  subject to federal income tax after itemized deduction and
     personal exemptions.
***  This rate is  applicable  only in the  limited  case where your  adjusted
     gross  income  is less  than  $312,450  and  your  taxable  income  exceeds
     $283,150.

 (1) No Phase-out -- Assumes no  phase-out  of itemized  deductions  or personal
     exemptions.
 (2) Itemized  Deductions  Phase-out  and  Recapture  of Personal  Income Tax --
     Assumes a phase-out  of itemized  deductions  and no  phase-out of personal
     exemptions.
 (3) Itemized  Deductions and Personal Exemption  Phase-outs -- Assumes a single
     taxpayer  has one personal  exemption,  joint  taxpayers  have two personal
     exemptions,  personal exemptions phase-out and itemized deductions continue
     to phase-out.  Federal  taxes are not  deductible on the New York state tax
     return.  The state Tax Table  Benefit  Recapture is not included in the New
     York tables. The combined  federal/New York state tax brackets are based on
     state tax rates in effect on Jan.  1, 1999.  These  rates may change if New
     York state tax rates change in 1999. If state tax rates change,  equivalent
     rates may differ  from those  shown.  This table does not reflect the state
     itemized deduction adjustment. If these assumptions do not apply to you, it
     will be necessary to construct your own personalized tax equivalency table.

STEP 2:  Determining  your  combined  federal and New York state  taxable  yield
equivalents.

     Using 36.59%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.31% yield.
<TABLE>
<CAPTION>
                           For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
                                                                      3.00%                                    3.50%
     4.00%                                                            4.50%                                    5.00%
     5.50%                                                            6.00%                                    6.50%
- ---------------------------------------------------------------------------------------------------------------------------

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

1999 New York State and New York City  tax-exempt and taxable  equivalent  yield
calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

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

     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)
<S>                                     <C>                 <C>                <C>             <C>
  $           0  - $  16,000                       20.67%
         16,000  -   21,600                        21.10
         21,600  -   22,000                        21.59
         22,000  -   26,000                        22.23
         26,000  -   40,000                        22.78
         40,000  -   43,050                        23.59
         43,050  -   45,000                        35.28
         45,000  -   90,000                        35.31             36.07%
         90,000  -  104,050                        35.35             36.10
        104,050  - 158,550                         38.04             38.88             40.10%
        158,550  - 283,150                         42.53             43.50             44.92             43.50%
        283,150   +                                45.77                               48.40***          46.83
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0                            $126,600
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2))

  $           0  -$    8,000                       20.67%
          8,000  -   11,000                        21.10
         11,000  -   12,000                        21.74
         12,000  -   13,000                        22.23
         13,000  -   20,000                        22.78
         20,000  -   25,000                        23.59
         25,000  -   25,750                        23.63
         25,750  -   50,000                        35.31
         50,000  -   62,450                        35.35
         62,450  -  130,250                        38.04                               39.49%
        130,250  -  283,150                        42.53                               44.21             43.50%
        283,150   +                                45.77                                                 46.83
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Gross income with certain adjustments before taking itemized deductions and
     personal  exemptions.
**   Amount  subject to federal income tax after itemized deduction and
     personal exemptions.
***  This rate is applicable  only in the limited case where your adjusted gross
     income is less than $312,450 and your taxable income exceeds $283,150.

(1)  No Phase-out -- Assumes no  phase-out  of itemized  deductions  or personal
     exemptions.
(2)  Itemized  Deductions  Phase-out  and  Recapture  of Personal  Income Tax --
     Assumes a single taxpayer has one personal exemption,  joint taxpayers have
     two personal  exemptions.  Does not take into  consideration  the state AGI
     recapture of personal income tax, which might increase the percentage.
(3)  Itemized  Deductions and Personal Exemption  Phase-outs -- Assumes a single
     taxpayer  has one personal  exemption,  joint  taxpayers  have two personal
     exemptions and itemized deductions continue to phase-out. Federal taxes are
     not  deductible  on the New York  state  tax  return.  The  state Tax Table
     Benefit  Recapture  is not  included in the New York  tables.  The combined
     federal/New York state and city tax brackets are based on state and blended
     city tax rates in effect on January 1, 1999.  These rates may change if New
     York state or city tax rates change in 1999.  The New York City  Additional
     Tax Surcharge, due to expire on December 31, 1999, is not reflected on this
     table.  If state or city tax rates change,  equivalent  rates may be higher
     than those shown. This table does not reflect the state itemized  deduction
     adjustment.  If these assumptions do not apply to you, it will be necessary
     to construct your own personalized tax equivalency table.

STEP 2:  Determining  your  combined  federal,  New York state and New York City
taxable yield equivalents.

     Using 38.88%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.54% yield.
<TABLE>
<CAPTION>
                           For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
- ---------------------------------------------------------------------------------------------------------------------------
     Marginal Tax Rates    Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------

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

     1999 Ohio tax-exempt and taxable equivalent yield calculation

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

     STEP 1: Calculating your marginal tax rate.

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

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

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

     Taxable income**                              $0          $126,600          $189,950
- ---------------------------------------------------------------------------------------------------------------------------
     Married Filing Jointly                        to                to                to              OVER
                                             $126,600(1)       $189,950(2)       $312,450(3)       $312,450(2)
<S>                                     <C>                 <C>                <C>             <C>
  $           0  - $    5,000                      15.57%
          5,000  -   10,000                        16.14
         10,000  -   15,000                        17.29
         15,000  -   20,000                        17.86
         20,000  -   40,000                        18.43
         40,000  -   43,050                        19.01
         43,050  -   80,000                        31.39
         80,000  -  100,000                        31.88             32.67%
        100,000  -  104,050                        32.50             33.29
        104,050  -  158,550                        35.32             36.19             37.47%
        158,550  -  200,000                        40.00             41.02             42.50
        200,000  -  283,150                        40.35                               42.83             41.36%
        283,150   +                                43.71                               46.44***          44.81
- ---------------------------------------------------------------------------------------------------------------------------
     Taxable income**                              $0                            $126,600
- ---------------------------------------------------------------------------------------------------------------------------
     Single                                        to                                  to              OVER
                                             $126,600(1)                         $249,100(3)       $249,100(2))

  $           0  -  $ 5,000                        15.57%
          5,000  -   10,000                        16.14
         10,000  -   15,000                        17.29
         15,000  -   20,000                        17.86
         20,000  -   25,750                        18.43
         25,750  -   40,000                        30.91
         40,000  -   62,450                        31.39
         62,450  -   80,000                        34.25
         80,000  -  100,000                        34.72                               36.24%
        100,000  -  130,250                        35.32                               36.83
        130,250  -  200,000                        40.00                               41.76             41.02%
        200,000  -  283,150                        40.35                               42.10             41.36
        283,150   +                                43.71                                                 44.81
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

     This table does not reflect the state joint filing credit.

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

STEP  2:  Determining  your  combined  federal  and  Ohio  state  taxable  yield
equivalents.

     Using 36.19%, you may determine that a tax-exempt yield of 4% is equivalent
     to earning a taxable 6.27% yield.
<TABLE>
<CAPTION>
                           For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
                              3.00%     3.50%     4.00%     4.50%      5.00%     5.50%      6.00%     6.50%
- ---------------------------------------------------------------------------------------------------------------------------
     Marginal Tax Rates    Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------
          <S>                <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
          15.57%              3.55      4.15      4.74      5.33       5.92      6.51       7.11      7.70
          16.14%              3.58      4.17      4.77      5.37       5.96      6.56       7.15      7.75
          17.29%              3.63      4.23      4.84      5.44       6.05      6.65       7.25      7.86
          17.86%              3.65      4.26      4.87      5.48       6.09      6.70       7.30      7.91
          18.43%              3.68      4.29      4.90      5.52       6.13      6.74       7.36      7.97
          19.01%              3.70      4.32      4.94      5.56       6.17      6.79       7.41      8.03
          30.91%              4.34      5.07      5.79      6.51       7.24      7.96       8.68      9.41
          31.39%              4.37      5.10      5.83      6.56       7.29      8.02       8.75      9.47
          31.88%              4.40      5.14      5.87      6.61       7.34      8.07       8.81      9.54
          32.20%              4.42      5.16      5.90      6.64       7.37      8.11       8.85      9.59
          32.50%              4.44      5.19      5.93      6.67       7.41      8.15       8.89      9.63
          32.67%              4.46      5.20      5.94      6.68       7.43      8.17       8.91      9.65
          33.29%              4.50      5.25      6.00      6.75       7.50      8.24       8.99      9.74
          34.25%              4.56      5.32      6.08      6.84       7.60      8.37       9.13      9.89
          34.72%              4.60      5.36      6.13      6.89       7.66      8.43       9.19      9.96
          35.32%              4.64      5.41      6.18      6.96       7.73      8.50       9.28     10.05
          36.19%              4.70      5.49      6.27      7.05       7.84      8.62       9.40     10.19
          36.24%              4.71      5.49      6.27      7.06       7.84      8.63       9.41     10.19
          36.83%              4.75      5.54      6.33      7.12       7.92      8.71       9.50     10.29
          37.47%              4.80      5.60      6.40      7.20       8.00      8.80       9.60     10.40
          40.00%              5.00      5.83      6.67      7.50       8.33      9.17      10.00     10.83
          40.35%              5.03      5.87      6.71      7.54       8.38      9.22      10.06     10.90
          41.02%              5.09      5.93      6.78      7.63       8.48      9.33      10.17     11.02
          41.36%              5.12      5.97      6.82      7.67       8.53      9.38      10.23     11.08
          41.76%              5.15      6.01      6.87      7.73       8.59      9.44      10.30     11.16
          42.10%              5.18      6.04      6.91      7.77       8.64      9.50      10.36     11.23
          42.50%              5.22      6.09      6.96      7.83       8.70      9.57      10.43     11.30
          42.83%              5.25      6.12      7.00      7.87       8.75      9.62      10.50     11.37
          43.71%              5.33      6.22      7.11      7.99       8.88      9.77      10.66     11.55
          44.81%              5.44      6.34      7.25      8.15       9.06      9.97      10.87     11.78
          46.44%              5.60      6.53      7.47      8.40       9.34     10.27      11.20     12.14
</TABLE>

 Descriptions of derivative instruments

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

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

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


     Indexed  securities  -- The  value  of  indexed  securities  is  linked  to
     currencies,  interest  rates,  commodities,   indexes  or  other  financial
     indicators.  Most indexed securities are short- to intermediate-term  fixed
     income  securities  whose values at maturity or interest rates rise or fall
     according to the change in one or more  specified  underlying  instruments.
     Indexed  securities  may be more  volatile than the  underlying  instrument
     itself.

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

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


     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 #:
  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: ICALXClass B:
   AXP Massachusetts Tax-Exempt Fund        Class A: IDMAXClass B:
   AXP Michigan Tax-Exempt Fund             Class A: INMIXClass B:
   AXP Minnesota Tax-Exempt Fund            Class A: IMNTXClass B: IDSMX
   AXP New York Tax-Exempt Fund             Class A: INYKXClass B:
   AXP Ohio Tax-Exempt Fund                 Class A: IOHIXClass B:

S-6328-99 N (8/99)


<PAGE>
                         AXPSM Insured Tax-Exempt Fund

                                   PROSPECTUS

                                  Aug. 27, 1999



AXP 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                               3p
Goal                                   3p
Investment Strategy                    3p
Risks                                  5p
Past Performance                       6p
Fees and Expenses                      8p
Management                             9p
Buying and Selling Shares              9p
Valuing Fund Shares                    9p
Investment Options                    10p
Purchasing Shares                     11p
Sales Charges                         14p
Exchanging/Selling Shares             18p
Distributions and Taxes               22p
Personalized Shareholder
  Information                         24p
About the Company                     25p
Quick Telephone Reference             27p
Financial Highlights                  28p
Appendix                              30p

<PAGE>
                              FUND INFORMATION KEY

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

           Risks
           The major risk factors associated with the Fund.

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

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

           Financial Highlights
           Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL
AXP 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.  If annual premiums are paid for a mutual fund insurance
policy from the Fund's assets,  this will reduce the Fund's current yield. 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.

<PAGE>


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


Although  not a  primary  investment  strategy,  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 cause the Fund to lose the  opportunity  to participate in
market improvement. 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). In general, the longer the maturity of a debt obligation,  the higher its
yield and the greater the sensitivity to changes in interest rates.


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>

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)

+10.42% +5.98%  +11.66%  +8.95%  +13.58%  -6.08%  +16.71%  +2.26% +7.70%  +5.42%
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 +7.56%  (quarter  ending  March  1995) and the lowest  return for a
calendar quarter was -6.11% (quarter ending March 1994).

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.

The Fund's year to date return as of June 30, 1999 was -1.26%.

<PAGE>
<TABLE>
<CAPTION>
 Average Annual Total Returns (as of Dec. 31, 1998)
                        1 year           5 years          10 years       Since inception
<S>                    <C>             <C>              <C>            <C>

- ---------------------------------------------------------------------------------------------------------------------------
 Insured Tax-Exempt:
   Class A              +0.15%                +3.87%     +6.93%                 --%
- ---------------------------------------------------------------------------------------------------------------------------
   Class B              +0.64%                --%             --%                 +5.04%a
   Class Y              +5.56%                --%             --%                 +6.60%a
- ---------------------------------------------------------------------------------------------------------------------------
 Lehman Brothers
- ---------------------------------------------------------------------------------------------------------------------------
   Municipal Bond Index +6.48%                +5.84%     +8.01%                 +7.41%b
</TABLE>
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 in 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 the Fund.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
 Shareholder Fees (fees paid directly from your investment)
                                         Class A           Class B           Class Y
<S>                                    <C>             <C>            <C>
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



- ---------------------------------------------------------------------------------------------------------------------------
 Annual Fund operating  expensesb  (expenses that are deducted from Fund assets)
As a percentage of average daily net assets:Class A Class B Class Y
- ---------------------------------------------------------------------------------------------------------------------------
 Management fees                           0.45%            0.45%             0.45%
 Distribution (12b-1) fees                 0.25%            1.00%             0.00%
 Other expensesc                           0.14%            0.15%             0.24%
- ---------------------------------------------------------------------------------------------------------------------------
 Total                                     0.84%            1.60%             0.69%
</TABLE>
a This charge may be reduced  depending  on your total  investments  in American
  Express funds.  See "Sales Charges."
b Expenses for Class A, Class B and Class Y are based on actual  expenses  for
  the last  fiscal  year,  restated  to reflect current  fees.
c Other  expenses  include  an  administrative  services  fee, a shareholder
  services  fee  for  Class  Y,  a  transfer  agency  fee  and  other
  nonadvisory expenses.


<PAGE>

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

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


                1 year           3 years           5 years          10 years
- --------------------------------------------------------------------------------
 Class Aa        $581              $755           $   943           $1,489
 Class Bb        $663              $905           $ 1,072           $1,701d
 Class Bc        $163              $505           $   872           $1,701d
 Class Y         $ 70              $221           $   385           $  862


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

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.

<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.

If you  invest  less  than  $250,000,  consider  how long you plan to hold  your
shares.  Class B shares have a higher annual distribution fee 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
because you failed to report required interest or dividends on your tax return.


<PAGE>
<TABLE>
<CAPTION>
How to determine the correct TIN
For this type of account:               Use the Social Security or Employer Identification number of:
<S>                                     <C>
Individual or joint account             The individual or one of the individuals listed on the joint account

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

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

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

Sole proprietorship                     The owner

Partnership                             The partnership

Corporate                               The corporation

Association, club or tax-exempt         The organization
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 priceb          Net amount 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.

<PAGE>

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.
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.

<PAGE>

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

If the amount you are  selling  causes the value of your  investment  in Class B
shares to fall below the cost of the shares you have  purchased  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.

<PAGE>

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:
     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  591/2 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.

<PAGE>

EXCHANGING/SELLING SHARES
Exchanges
You can  exchange  your Fund shares at no charge for shares of the same class of
any other publicly offered  American  Express 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.

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.

<PAGE>

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.

<PAGE>

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

- --------------------------------------------------------------------------------
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.

<PAGE>

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


DIVIDENDS AND CAPITAL GAIN 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. Each realized  capital gain or loss is long-term or short-term  depending on
the length of the time the Fund held the  security.  Realized  capital gains and
losses offset each other. The Fund offsets any net realized capital gains by any
available capital loss carryovers.  Net short-term capital gains are included in
net  investment  income.  Net  realized  long-term  capital  gains,  if any, are
distributed by the end of the calendar year as capital gain distributions.


REINVESTMENTS
Dividends  and  capital  gain  distributions  are  automatically  reinvested  in
additional  shares  in  the  same  class  of the  Fund,  unless:
     o you  request distributions in cash, or
     o you direct the Fund to invest your  distributions in the same class
          of any publicly offered American Express fund for which you have
          previously opened an account.

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

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


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


<PAGE>


Interest on certain private  activity bonds is a preference item for purposes of
the individual and corporate  alternative  minimum taxes. To the extent the Fund
earns such income,  it will flow through to its  shareholders and may be taxable
to those  shareholders  who are subject to the alternative  minimum tax. Because
interest on  municipal  bonds and notes is  tax-exempt  for  federal  income tax
purposes, any interest on money you borrowed that is used directly or indirectly
to purchase Fund shares is not deductible on your federal income tax return. You
should  consult a tax advisor  regarding its  deductibility  for state and local
income tax purposes.

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

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

If you buy Class A shares of this or 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.

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.

<PAGE>


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.


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.


<PAGE>







About the Company

<TABLE>
<CAPTION>
BUSINESS STRUCTURE
<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           <-           The Fund          ->         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                                              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          <-                             ->        safekeeping of
                                     Fund's                                                      assets; receives a
                                   investments and                                                fee that varies
                                    receives a fee                                              based on the number
                                   based on average                                             of securities held.
                                  daily net assets.*
                                 ---------------------           ---------------------          ---------------------
</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 0.45%
of its average daily net assets. Under the Agreement,  the Fund also pays taxes,
brokerage commissions and nonadvisory expenses.


<PAGE>

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 $92 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 $232 billion.

AEFA serves individuals and businesses through its nationwide network of more
than 180 offices and more than 9,300 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.



<PAGE>







Quick Telephone Reference

AMERICAN 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
<TABLE>
<CAPTION>
Fiscal period ended June 30,

- ---------------------------------------------------------------------------------------------------------------------------
 Per share income and capital changesa

                                                                        Class A

                                                      1999      1998      1997       1996       1995
<S>                                                   <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period                  $5.63     $5.51     $5.43      $5.40      $5.35
- ---------------------------------------------------------------------------------------------------------------------------

Income from investment operations:

Net investment income (loss)                            .27       .28       .30        .30        .30

Net gains (losses) (both realized and unrealized)      (.18)      .13       .07        .03        .05
- ---------------------------------------------------------------------------------------------------------------------------

Total from investment operations                        .09       .41       .37        .33        .35

Less distributions:

Dividends from net investment income                   (.27)     (.29)     (.29)      (.28)      (.30)

Distributions from realized gains                      (.01)       --        --       (.02)        --

Total distributions                                    (.28)     (.29)     (.29)      (.30)      (.30)
- ---------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period                        $5.44     $5.63     $5.51      $5.43      $5.40


- ---------------------------------------------------------------------------------------------------------------------------
 Ratios/supplemental data

Net assets, end of period (in millions)                $439      $455      $462       $491       $505
- ---------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average daily net assetsb          .75%      .73%      .74%       .75%       .66%

Ratio of net investment income (loss)
to average daily net assets                            4.87%     5.09%     5.42%      5.16%      5.66%

Portfolio turnover rate
(excluding short-term securities)                        13%       17%       33%        52%        53%

Total returnc                                          1.74%     7.60%     7.08%      6.26%      6.65%
</TABLE>
a For a share outstanding throughout the period. Rounded to the nearest cent.
b Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
  Fund before reduction of earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.

<PAGE>

Fiscal period ended June 30,

<TABLE>
<CAPTION>
Per share income and capital changesa

                                                     Class B                              Class Y

                                    1999     1998     1997     1996     1995b       1999     1998     1997     1996     1995b
<S>                                <C>       <C>      <C>      <C>      <C>         <C>      <C>      <C>      <C>      <C>
Net asset value, beginning
of period                          $5.63     $5.51    $5.43    $5.40    $5.47       $5.64    $5.52    $5.44    $5.41    $5.47

Income from investment operations:

Net investment income (loss)         .23       .24      .25      .26      .09         .30      .29      .30      .31      .08

Net gains (losses) (both
realized and unrealized)            (.18)      .13      .08      .03     (.07)       (.19)     .13      .08      .03     (.06)

Total from investment
operations                           .05       .37      .33      .29      .02         .11      .42      .38      .34      .02

Less distributions:

Dividends from net
investment income                   (.23)     (.25)    (.25)    (.24)    (.09)       (.30)    (.30)    (.30)    (.29)    (.08)

Distributions from
realized gains                      (.01)       --       --     (.02)      --        (.01)      --       --     (.02)      --

Total distributions                 (.24)     (.25)    (.25)    (.26)    (.09)       (.31)    (.30)    (.30)    (.31)    (.08)

Net asset value, end
of period                          $5.44     $5.63    $5.51    $5.43    $5.40       $5.44    $5.64    $5.52    $5.44    $5.41

Ratios/supplemental data

Net assets, end of period
(in millions)                        $61       $44      $31      $21       $6        $--       $--      $--      $--      $--

Ratio of expenses to
average daily net assetsd           1.51%     1.49%    1.50%    1.51%    1.49%c      .60%      .48%     .58%     .57%     .54%c

Ratio of net investment
income (loss)
to average daily net assets         4.13%     4.34%    4.71%    4.42%    4.72%c     5.01%     5.30%    5.78%    5.32%    5.38%c

Portfolio turnover rate
(excluding short-term
securities)                           13%       17%      33%      52%      53%        13%       17%      33%      52%      53%

Total returne                        .99%     6.80%    6.26%    5.46%     .41%      1.87%     7.73%    7.25%    6.40%     .49%
</TABLE>
a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was March 20, 1995.
c Adjusted to an annual basis.
d Effective  fiscal year 1996,  expense ratio is based on total  expenses of the
     Fund before reduction of earnings credits on cash balances.
e Total return does not reflect payment of a sales charge.

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


<PAGE>

APPENDIX
1999 federal tax-exempt and taxable equivalent yield calculation

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

STEP 1:

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

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

Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$104,050-$158,550  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$126,600 to $189,950  column.  The Taxable Income line and Adjusted Gross Income
column meet at 31.93%. This is the rate you'll use in Step 2.

<PAGE>

<TABLE>
<CAPTION>
       Adjusted gross income*
Taxable income**                 $0           $126,600          $189,950
                                 to              to                to           Over
                             $126,600(1)     $189,950(2)       $312,450(3)   $312,450(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>              <C>            <C>
Married Filing Jointly
$          0 - $ 43,050           15.00%
    43,050 -  104,050             28.00          28.84%
  104,050 -  158,550              31.00          31.93             33.29%
  158,550 -  283,150              36.00          37.08             38.66        37.08%
  283,150 +                       39.60                         42.53***        40.79
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                               Adjusted gross income*
- --------------------------------------------------------------------------------

Taxable income**                 $0           $126,600
                                 to              to               Over
                             $126,600(1)     $249,100(3)       $249,100(2)
- --------------------------------------------------------------------------------

Single
$         0 - $ 25,750            15.00%
   25,750 -    62,450             28.00
   62,450 -  130,250              31.00          32.61%
 130,250 -  283,150               36.00          37.87            37.08%
 283,150 +                        39.60          40.79

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

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

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

<PAGE>

STEP 2: Determining your federal taxable yield equivalents.
Using 31.93%,  you may determine that a tax-exempt  yield of 4% is equivalent
to earning a taxable 5.88% yield. For these Tax-Exempt Rates:
<TABLE>
<CAPTION>

           2.50%     3.00%      3.50%     4.00%     4.50%     5.00%      5.50%     6.00%

Marginal Tax Rates Equal the Taxable Rates shown below:
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
15.00%     2.94      3.53       4.12      4.71      5.29      5.88       6.47      7.06
28.00%     3.47      4.17       4.86      5.56      6.25      6.94       7.64      8.33
28.84%     3.51      4.22       4.92      5.62      6.32      7.03       7.73      8.43
31.00%     3.62      4.35       5.07      5.80      6.52      7.25       7.97      8.70
31.93%     3.67      4.41       5.14      5.88      6.61      7.35       8.08      8.81
32.61%     3.71      4.45       5.19      5.94      6.68      7.42       8.16      8.90
33.29%     3.75      4.50       5.25      6.00      6.75      7.50       8.24      8.99
36.00%     3.91      4.69       5.47      6.25      7.03      7.81       8.59      9.38
37.08%     3.97      4.77       5.56      6.36      7.15      7.95       8.74      9.54
37.87%     4.02      4.83       5.63      6.44      7.24      8.05       8.85      9.66
38.66%     4.08      4.89       5.71      6.52      7.34      8.15       8.97      9.78
39.60%     4.14      4.97       5.79      6.62      7.45      8.28       9.11      9.93
40.79%     4.22      5.07       5.91      6.76      7.60      8.44       9.29     10.13
42.53%     4.35      5.22       6.09      6.96      7.83      8.70       9.57     10.44
</TABLE>
<PAGE>
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

S-6327-99 N (8/99)


<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

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.3

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

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

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

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

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

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

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

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

Selling Shares........................................................p.37

Pay-out Plans.........................................................p.38

Capital Loss Carryover................................................p.39

Taxes.................................................................p.39

Agreements............................................................p.40

Organizational Information............................................p.44

Board Members and Officers............................................p.46

Compensation for Board Members........................................p.50

Independent Auditors..................................................p.52

Appendix A:  Description of Ratings...................................p.53

Appendix B:  State Risk Factors.......................................p.58



<PAGE>


MUTUAL FUND CHECKLIST
- --------------------------------------------------------------------------------

                    |X|
                              Mutual funds are NOT  guaranteed or insured by any
                              bank or government agency. You can lose money.
                    |X|
                              Mutual funds ALWAYS carry investment  risks.  Some
                              types carry more risk than others.
                    |X|
                              A  higher  rate of  return  typically  involves  a
                              higher risk of loss.
                    |X|
                              Past performance is not a reliable indicator of
                              future performance.
                    |X|
                              ALL mutual funds have costs that lower
                              investment return.
                    |X|
                              You can buy some mutual funds by  contacting  them
                              directly.  Others,  like this one, are sold mainly
                              through brokers,  banks,  financial  planners,  or
                              insurance   agents.   If  you  buy  through  these
                              financial professionals,  you generally will pay a
                              sales charge.
                    |X|
                              Shop around.  Compare a mutual fund with others of
                              the same type before you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

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

Dollar-Cost Averaging

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

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



<PAGE>


Dollar-cost averaging:

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

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

Diversify

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

Understand Your Investment

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



<PAGE>


FUNDAMENTAL INVESTMENT POLICIES
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

o    Buy or sell physical  commodities  unless acquired as a result of ownership
     of securities or other instruments,  except this shall not prevent the Fund
     from buying or selling  options and futures  contracts or from investing in
     securities or other instruments  backed by, or whose value is derived from,
     physical commodities.

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

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

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



<PAGE>


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

This table shows various  investment  strategies and investments that many funds
are  allowed  to  engage  in and  purchase.  It also  lists  certain  percentage
guidelines that are generally  followed by the Fund's investment  manager.  This
table is intended to show the breadth of investments that the investment manager
may make on behalf of the Fund. For a description of principal risks, please see
the prospectus.  Notwithstanding  the Fund's ability to utilize these strategies
and  techniques,  the  investment  manager is not  obligated  to use them at any
particular time. For example,  even though the investment  manager is authorized
to adopt  temporary  defensive  positions  and is authorized to attempt to hedge
against  certain  types  of risk,  these  practices  are left to the  investment
manager's sole discretion.
<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    A portion of the Fund's  assets may be invested in bonds whose  interest is
     subject to the alternative minimum tax computation. As long as the staff of
     the SEC  maintains  its  current  position  that a fund  calling  itself  a
     "tax-exempt"  fund may not invest  more than 20% of its net assets in these
     bonds, the Fund will limit its investments in these bonds to 20% of its net
     assets.

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

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

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

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

o    No more than 10% of the Fund's net assets will be held in inverse floaters.

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

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

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


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




<PAGE>


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

RISKS


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


Call/Prepayment Risk

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

Correlation Risk

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

Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

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

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

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


<PAGE>



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

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

Inflation Risk

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

Interest Rate Risk


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


Issuer Risk

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

Legal/Legislative Risk

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

Leverage Risk

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

Liquidity Risk

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

Management Risk

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



<PAGE>


Market Risk

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

Reinvestment Risk

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

Sector/Concentration Risk

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

Small Company Risk

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



<PAGE>


INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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



<PAGE>


See the appendix for a discussion of securities ratings.

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

Collateralized Bond Obligations

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

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

Commercial Paper

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

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

Common Stock

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

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

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



<PAGE>


Convertible Securities

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

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

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

Corporate Bonds

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

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

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



<PAGE>


Debt Obligations

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

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

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

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


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


See the appendix for a discussion of securities ratings.

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

Depositary Receipts

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


<PAGE>


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

Derivative Instruments


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


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

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


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


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

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



<PAGE>


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

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

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

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

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

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

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



<PAGE>


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

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


         Tax  Treatment.  As permitted  under federal income tax laws and to the
extent the Fund is allowed to invest in futures  contacts,  the Fund  intends to
identify futures contracts as mixed straddles and not mark them to market,  that
is, not treat them as having  been sold at the end of the year at market  value.
Such an  election  may result in the Fund being  required  to defer  recognizing
losses incurred on futures contracts and on underlying  securities identified as
hedged positions.

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


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

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

         Other Risks of Derivatives.

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

<PAGE>


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

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

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

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

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

(See also Foreign Currency Transactions.)

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

Foreign Currency Transactions

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

(See also Derivative Instruments and Foreign Securities.)



<PAGE>


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

Foreign Securities 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.

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

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


<PAGE>


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

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

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

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

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

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

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

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



<PAGE>


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

Illiquid and Restricted Securities

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


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


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

Indexed Securities

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

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

Inverse Floaters

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

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

Investment Companies

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

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



<PAGE>


Lending of Portfolio Securities

The Fund may lend certain of its  portfolio  securities to  broker-dealers.  The
current  policy of the Fund's  board is to make  these  loans,  either  long- or
short-term,  to  broker-dealers.  In making loans,  the Fund receives the market
price in cash,  U.S.  government  securities,  letters of credit,  or such other
collateral as may be permitted by regulatory agencies and approved by the board.
If the  market  price  of the  loaned  securities  goes up,  the  Fund  will get
additional  collateral on a daily basis. The risks are that the borrower may not
provide  additional  collateral when required or return the securities when due.
During the existence of the loan, the Fund receives cash payments  equivalent to
all interest or other distributions paid on the loaned securities.  The Fund may
pay reasonable  administrative  and custodial fees in connection with a loan and
may pay a negotiated  portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker.  The Fund will
receive  reasonable  interest  on the loan or a flat fee from the  borrower  and
amounts  equivalent to any dividends,  interest,  or other  distributions on the
securities loaned.

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

Loan Participations

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

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

Mortgage- and Asset-Backed Securities

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

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


<PAGE>



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

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

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

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

Mortgage Dollar Rolls

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

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

Municipal Obligations


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



<PAGE>


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

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

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

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

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

Preferred Stock

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

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

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



<PAGE>


Real Estate Investment Trusts

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

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

Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

Short Sales

With  short  sales,  an  investor  sells a  security  that  it  does  not own in
anticipation  of a decline in the market value of the security.  To complete the
transaction,  the  investor  must borrow the  security  to make  delivery to the
buyer.  The investor is  obligated to replace the security  that was borrowed by
purchasing  it at the market price 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.



<PAGE>


Sovereign Debt

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

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

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

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

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

Structured Products

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

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

Variable- or Floating-Rate Securities

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

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

Variable-rate demand notes include master demand notes that are obligations that
permit the Fund to invest  fluctuating  amounts,  which may change daily without
penalty,  pursuant to direct  arrangements  between the Fund as lender,  and the
borrower.  The interest  rates on these notes  fluctuate  from time to time. The
issuer of such  obligations  normally has a corresponding  right,  after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations plus accrued interest upon a specified number of days'

<PAGE>


notice to the holders of such obligations.  Because these obligations are direct
lending  arrangements  between the lender and borrower,  it is not  contemplated
that such  instruments  generally  will be  traded.  There  generally  is not an
established  secondary market for these  obligations.  Accordingly,  where these
obligations  are not  secured  by  letters  of  credit or other  credit  support
arrangements,  the Fund's  right to redeem is  dependent  on the  ability of the
borrower to pay principal and interest on demand.  Such  obligations  frequently
are not rated by credit  rating  agencies  and may  involve  heightened  risk of
default by the issuer.

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

Warrants

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

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

When-Issued Securities


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


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

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

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

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



<PAGE>


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

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

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 funds
for which it acts as investment manager.


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

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

<PAGE>


security,  and the specialized handling of a particular group of securities that
only certain brokers may be able to offer. As a result of this arrangement, some
portfolio  transactions may not be effected at the lowest  commission,  but AEFC
believes it may obtain better overall execution. AEFC has represented that under
all three  procedures  the  amount of  commission  paid will be  reasonable  and
competitive  in relation to the value of the  brokerage  services  performed  or
research provided.


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


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

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

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

1999                   $1,180            $770           $790       $1,232         $1,724           $854
- --------------------
1998                    1,224             408            420        1,572          2,076            408
- --------------------
1997                    4,656           1,320          1,404        7,620          3,228          1,344
</TABLE>
No  transactions  were  directed to brokers  because of research  services  they
provided to each Fund.


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

The  portfolio  turnover  rates for the two most  recent  fiscal  years  were as
follows:
<TABLE>
<CAPTION>
                          CA             MA             MI            MN             NY             OH
<S>                      <C>       <C>            <C>            <C>            <C>            <C>

1999                        16%             5%            20%           13%             8%             5%
- --------------------
1998                        15              9             10             8             10             10
</TABLE>
Higher turnover rates may result in higher brokerage expenses.


<PAGE>

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

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

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

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

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

AVERAGE ANNUAL TOTAL RETURN

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

                                               P(1+T)n = ERV

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

AGGREGATE TOTAL RETURN

The Fund may calculate  aggregate  total return for a class for certain  periods
representing  the  cumulative  change in the value of an  investment in the Fund
over a specified period of time according to the following formula:

                                     ERV - P
                                        P

where:         P =  a hypothetical initial payment of $1,000
             ERV =  ending redeemable value of a hypothetical  $1,000 payment,
                    made at the beginning of a period,  at the end of the period
                    (or fractional portion thereof)


<PAGE>



Annualized yield

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

Yield is calculated according to the following formula:

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

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

The following table gives an annualized yield quotation for each of the funds:
<TABLE>
<CAPTION>
                         30-Day Period Ended                Class A           Class B
Fund                     June 30, 1999                       Yield             Yield
- ------------------------ ------------------------------ ----------------- -----------------
<S>                      <C>                            <C>               <C>

California                                                     4.09%             3.55%
Massachusetts                                                  4.78              4.30
Michigan                                                       3.99              3.44
Minnesota                                                      4.48              3.96
New York                                                       4.61              4.09
Ohio                                                           3.61              3.04
- ------------------------ ------------------------------ ----------------- -----------------
</TABLE>


<PAGE>

Tax-equivalent yield

Tax-equivalent  yield is  calculated  by dividing  that portion of the yield (as
calculated  above) which is tax-exempt by one minus a stated income tax rate and
adding the result to that portion,  if any, of the yield that is not tax-exempt.
The following  table shows the tax  equivalent  yield,  based on federal but not
state tax rates, for the funds listed:
<TABLE>
<CAPTION>
                                                     Tax Equivalent Yield
                                             for 30 Day Period Ended June 30, 1999
Marginal Income
Tax Bracket       -------------
                                  Massachusetts      Michigan       Minnesota      New York         Ohio
                   California
Class A
<S>                <C>            <C>               <C>             <C>            <C>             <C>

15.0%                 4.81%            5.62%           4.69%          5.27%           5.42%         4.25%
28.0%                 5.68%            6.64%           5.54%          6.22%           6.40%         5.01%
31.0%                 5.93%            6.93%           5.78%          6.49%           6.68%         5.23%
36.0%                 6.39%            7.47%           6.23%          7.00%           7.20%         5.64%
39.6%                 6.77%            7.91%           6.61%          7.42%           7.63%         5.98%

Class B
15.0%                 4.18%            5.06%           4.05%          4.66%           4.81%         3.58%
28.0%                 4.93%            5.97%           4.78%          5.50%           5.68%         4.22%
31.0%                 5.14%            6.23%           4.99%          5.74%           5.93%         4.41%
36.0%                 5.55%            6.72%           5.38%          6.19%           6.39%         4.75%
39.6%                 5.88%            7.12%           5.70%          6.56%           6.77%         5.03%
</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  Investor,
Shearson Lehman Aggregate Bond Index,  Stanger Report,  Sylvia Porter's Personal
Finance,  USA Today,  U.S. News and World Report,  The Wall Street Journal,  and
Wiesenberger  Investment  Companies  Service.  The  Fund  also may  compare  its
performance to a wide variety of indexes or averages. There are similarities and
differences  between  the  investments  that  the  Fund  may  purchase  and  the
investments  measured  by the  indexes or averages  and the  composition  of the
indexes or averages will differ from that of the Fund.

<PAGE>


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
Fund                     shareholder                             at                         of one share
                        transactions                     the end of previous
                                                                 day
- ------------------- ---------------------- ------------ ---------------------- --------- --------------------
<S>                 <C>                    <C>          <C>                    <C>       <C>

California                                 divided by                           equals
Class A              $245,949,355                          47,434,784                          $5.185
Class B                20,949,448                           4,040,395                           5.185

Massachusetts
Class A                70,452,372                          13,070,941                           5.390
Class B                16,920,126                           3,139,170                           5.390

Michigan
Class A                76,633,763                          14,249,491                           5.378
Class B                 6,575,820                           1,222,726                           5.378

Minnesota
Class A               405,700,297                          77,129,334                           5.260
Class B                45,626,971                           8,674,329                           5.260

New York
Class A               102,455,250                          19,898,087                           5.149
Class B                13,518,107                           2,625,385                           5.149

Ohio
Class A                68,850,591                          12,838,074                           5.363
Class B                 7,776,491                           1,449,756                           5.364
</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  traded on a securities  exchange for which a last-quoted  sales
     price is readily available are valued at the last-quoted sales price on the
     exchange where such security is primarily traded.


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


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

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

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



<PAGE>



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


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

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

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

SALES CHARGE


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                       $5.185                 /        0.95              =        $5.46
- ----------------------------
Massachusetts                     5.390                 /        0.95              =        $5.67
- ----------------------------
Michigan                          5.378                 /        0.95              =        $5.66
- ----------------------------
Minnesota                         5.260                 /        0.95              =        $5.54
- ----------------------------
New York                          5.149                 /        0.95              =        $5.42
- ----------------------------
Ohio                              5.363                 /        0.95              =        $5.65
</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.

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.

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.

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

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.

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


<PAGE>



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

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

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

REJECTION OF BUSINESS

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

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

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

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

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

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

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

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

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



<PAGE>


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

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

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

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


<PAGE>


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

For federal income tax purposes, California, Massachusetts, Michigan, Minnesota,
New York and  Ohio  Tax-Exempt  Funds  had  total  capital  loss  carryovers  of
$1,940,553,   $207,717,   $233,234,   $1,997,741,   $1,342,074   and   $182,633,
respectively  at the end of the most recent  fiscal year,  that if not offset by
subsequent capital gains will expire as follows:
<TABLE>
<CAPTION>
Fund                                   2005                       2006                       2008
- ---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C>

California                                                        $7,825                  $1,932,728
Massachusetts                                                                                207,717
Michigan                                                                                     233,234
Minnesota                            $178,699                                              1,819,042
New York                            1,215,694                                                126,380
Ohio                                  114,642                                                 67,991
</TABLE>
It is unlikely that the board will authorize a distribution  of any net realized
capital gains until the available  capital loss carryover has been offset or has
expired except as required by Internal Revenue Service rules.


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


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


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 basis of
your 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.


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



<PAGE>



Capital gain distributions, if any, received by 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.

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

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

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

INVESTMENT MANAGEMENT SERVICES AGREEMENT

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

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

Assets                       Annual rate at
(billions)                   each asset level
- ---------                    ----------------
First             $0.25            0.470%
Next               0.25            0.445
Next               0.25            0.420
Next               0.25            0.405
Over               1.00            0.380


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



<PAGE>


The management fee is paid monthly.  The table below shows the total amount paid
by each Fund over the past three fiscal years.
<TABLE>
<CAPTION>
                                                                   Fiscal Year
Fund                                           1999                    1998                    1997
<S>                                     <C>                 <C>                      <C>

- -------------------------------------
California                                 $1,257,978              $1,171,054              $1,136,825
- -------------------------------------
Massachusetts                                 399,923                 358,885                 349,582
- -------------------------------------
Michigan                                      391,881                 379,412                 382,131
- -------------------------------------
Minnesota                                   1,994,409               1,872,006               1,856,870
- -------------------------------------
New York                                      543,353                 545,320                 555,919
- -------------------------------------
Ohio                                          357,073                 336,754                 335,881
- -------------------------------------
</TABLE>
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.
<TABLE>
<CAPTION>
                                                                   Fiscal Year
Fund                                           1999                    1998                    1997
- -------------------------------------
<S>                                       <C>                    <C>                 <C>
California                                   $130,650                 $36,849               $79,107
- -------------------------------------
Massachusetts                                  47,438                  46,784                64,534
- -------------------------------------
Michigan                                       82,592                  59,281                66,202
- -------------------------------------
Minnesota                                     194,930                  45,166                44,674
- -------------------------------------
New York                                       93,581                  48,628                64,887
- -------------------------------------
Ohio                                          106,275                  52,683                55,835
- -------------------------------------
</TABLE>
Administrative Services Agreement

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

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


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



<PAGE>

<TABLE>
<CAPTION>

                                                                    Fiscal Year
                                       ----------------------------------------------------------------------
Fund                                            1999                    1998                   1997
<S>                                     <C>                      <C>                      <C>

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


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)         $803,524          $445,136       $209,314      $1,266,014       $266,790     $205,720
- -------------------

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

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


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

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

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


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



<PAGE>


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


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

California                          $136,155
- ----------------------------

Massachusetts                        114,158
- ----------------------------

Michigan                              43,183
- ----------------------------

Minnesota                            284,736
- ----------------------------

New York                              86,839
- ----------------------------

Ohio                                  49,653


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


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


<PAGE>



Custodian Agreement

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

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

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

SHARES

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

VOTING RIGHTS

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

Dividend Rights

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


<PAGE>


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

- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
                                             Date of            Form of         State of       Fiscal
Fund                                      Organization        Organization    Organization    Year End    Diversified
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
<S>                                    <C>                  <C>               <C>            <C>         <C>
AXP Bond Fund, Inc.                    6/27/74, 6/31/86***    Corporation         NV/MN         8/31          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Discovery Fund, Inc.               4/29/81, 6/13/86***    Corporation         NV/MN         7/31          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Equity Select Fund, Inc.**         3/18/57, 6/13/86***    Corporation         NV/MN        11/30          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Extra Income Fund, Inc.                  8/17/83          Corporation          MN           5/31          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Federal Income Fund, Inc.                3/12/85          Corporation          MN           5/31          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Global Series, Inc.                     10/28/88          Corporation          MN          10/31
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Emerging Markets Fund                                                                                  Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Global Balanced Fund                                                                                   Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Global Bond Fund                                                                                        No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Global Growth Fund                                                                                     Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Innovations Fund                                                                                       Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Growth Series, Inc.                5/21/70, 6/13/86***    Corporation         NV/MN         7/31
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Growth Fund                                                                                            Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Research Opportunities Fund                                                                            Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP High Yield Tax-Exempt Fund, 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 Equity Value Fund**                                                                                    Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Small Cap Advantage Fund                                                                               Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Strategy Aggressive Fund**                                                                             Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Tax-Exempt Series, Inc.            9/30/76, 6/13/86***    Corporation         NV/MN        11/31
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Intermediate Tax-Exempt Fund                                                                           Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Tax-Exempt Bond Fund                                                                                   Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Tax-Free Money Fund, Inc.          2/29/80, 6/13/86***    Corporation         NV/MN        12/31          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Utilities Income Fund, Inc.              3/25/88          Corporation          MN           6/30          Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP California Tax-Exempt Trust              4/7/86             Business           MA           6/30
                                                               Trust****
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP California Tax-Exempt Fund                                                                              No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
AXP Special Tax-Exempt Series Trust          4/7/86             Business           MA           6/30
                                                               Trust****
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Insured Tax-Exempt Fund                                                                                Yes
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Massachusetts Tax-Exempt Fund                                                                           No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Michigan Tax-Exempt Fund                                                                                No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Minnesota Tax-Exempt Fund                                                                               No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP New York Tax-Exempt Fund                                                                                No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
   AXP Ohio Tax-Exempt Fund                                                                                    No
- -------------------------------------- -------------------- ----------------- -------------- ----------- ---------------
</TABLE>
*    At the  shareholders  meeting  held on June 16, 1999,  shareholders  of the
     funds  listed  in the table  (except  for AXP  Small  Cap  Advantage  Fund)
     approved the name change from IDS to AXP. In addition to  substituting  AXP
     for IDS, the following series changed their names: IDS Growth Fund, Inc. to
     AXP Growth Series,  Inc., IDS Managed  Retirement Fund, Inc. to AXP Managed
     Series, Inc., IDS Strategy Fund, Inc. to AXP Strategy Series, Inc., and IDS
     Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.
**   At the  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.



<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.


<PAGE>



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

President, chief executive officer and director of AEFC.

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

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

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

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


<PAGE>



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

Senior vice president of AEFC.

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

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

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

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.


<PAGE>



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 27 meetings, received the following compensation:
<TABLE>
<CAPTION>
                                                Compensation Table
                                          AXP California Tax-Exempt Fund
<S>                                  <C>                                 <C>
                                                                          Total cash compensation from
                                       ---------------------------------  ---------------------------------
Board member                           Aggregate                          American Express Funds and
                                       compensation from the Fund         Preferred Master Trust Group
H. Brewster Atwater, Jr.                              $1,200                         $116,400
Lynne V. Cheney                                          831                           96,900
Heinz F. Hutter                                          925                           99,900
Anne P. Jones                                          1,082                          112,400
William R. Pearce                                        225                           24,600
Alan K. Simpson                                          831                           96,900
C. Angus Wurtele                                       1,267                          120,400


                                                Compensation Table
                                       AXP Massachusetts Tax-Exempt Fund


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


                                                Compensation Table
                                           AXP Michigan Tax-Exempt Fund


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




<PAGE>


                                                Compensation Table
                                      AXP Minnesota Tax-Exempt Fund


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



                                                Compensation Table
                                           AXP New York Tax-Exempt Fund


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


                                                Compensation Table
                                             AXP Ohio Tax-Exempt Fund


                                                                          Total cash compensation from
                                       ---------------------------------  ---------------------------------
Board member                           Aggregate                          American Express Funds and
                                       compensation from the Fund         Preferred Master Trust Group
H. Brewster Atwater, Jr.                              $1,200                         $116,400
Lynne V. Cheney                                          831                           96,900
Heinz F. Hutter                                          925                           99,900
Anne P. Jones                                          1,082                          112,400
William R. Pearce                                        225                           24,600
Alan K. Simpson                                          831                           96,900
C. Angus Wurtele                                       1,267                          120,400
</TABLE>
As of 30 days  prior to the date of this  SAI,  the  Fund's  board  members  and
officers as a group owned less than 1% of the outstanding shares of any class.




<PAGE>



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


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




<PAGE>



                                   APPENDIX A


                             DESCRIPTION OF RATINGS

                         Standard & Poor's Debt Ratings

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

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

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

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

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

         o    Nature of and provisions of the obligation.

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

Investment Grade

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

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

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

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


<PAGE>



Speculative grade

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

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

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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


<PAGE>



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

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

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

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

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

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

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

                                                SHORT-TERM RATINGS

                                    Standard & Poor's Commercial Paper Ratings

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

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

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

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

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

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


<PAGE>



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

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

                                          Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

         SP-3     Speculative capacity to pay principal and interest.

                                            Moody's Short-Term Ratings

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

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

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

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

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

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


<PAGE>



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

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

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

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

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

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

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

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

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



<PAGE>



                                   APPENDIX B

                               STATE RISK FACTORS


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


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


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

FACTORS AFFECTING CALIFORNIA


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

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


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


<PAGE>


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

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

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

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

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

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

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



<PAGE>


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

FACTORS AFFECTING MASSACHUSETTS


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

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


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

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

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

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



<PAGE>


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

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

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

FACTORS AFFECTING MICHIGAN


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


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

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

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

FACTORS AFFECTING MINNESOTA


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

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



<PAGE>



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


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

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

FACTORS AFFECTING NEW YORK


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


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

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



<PAGE>


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

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

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

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

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

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

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



<PAGE>


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

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

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

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


<PAGE>



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

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

FACTORS AFFECTING OHIO


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


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

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

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

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



<PAGE>


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

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

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

FACTORS AFFECTING PUERTO RICO


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

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

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

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




<PAGE>
                      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. 3

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

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

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

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

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation..................................p. 29

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

Valuing Fund Shares.....................................................p. 32

Investing in the Fund...................................................p. 33

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


Pay-out Plans...........................................................p. 36


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

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

Organizational Information..............................................p. 41

Board Members and Officers..............................................p. 43


Compensation for Board Members..........................................p. 46

Independent Auditors....................................................p. 46

Appendix A: Description of Ratings......................................p. 47

Appendix B: Insured Fund................................................p. 52




<PAGE>


MUTUAL FUND CHECKLIST
- --------------------------------------------------------------------------------

                    |X|
                              Mutual funds are NOT  guaranteed or insured by any
                              bank or government agency. You can lose money.
                    |X|
                              Mutual funds ALWAYS carry investment  risks.  Some
                              types carry more risk than others.
                    |X|
                              A  higher  rate of  return  typically  involves  a
                              higher risk of loss.
                    |X|
                              Past performance is not a reliable indicator of
                              future performance.
                    |X|
                              ALL mutual funds have costs that lower investment
                              return.
                    |X|
                              You can buy some mutual funds by  contacting  them
                              directly.  Others,  like this one, are sold mainly
                              through brokers,  banks,  financial  planners,  or
                              insurance   agents.   If  you  buy  through  these
                              financial professionals,  you generally will pay a
                              sales charge.
                    |X|
                              Shop around.  Compare a mutual fund with others of
                              the same type before you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

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

Dollar-Cost Averaging

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

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



<PAGE>


Dollar-cost averaging:

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

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

Diversify

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

Understand Your Investment

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


<PAGE>



FUNDAMENTAL INVESTMENT POLICIES
- --------------------------------------------------------------------------------

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

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

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

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

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

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

o    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>



For a  description  of ratings see Appendix A. For a discussion on Insured Fund,
See appendix B.


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

RISKS


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


Call/Prepayment Risk

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

Correlation Risk

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

Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

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

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

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


<PAGE>



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

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

Inflation Risk

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

Interest Rate Risk


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


Issuer Risk

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

Legal/Legislative Risk

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

Leverage Risk

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

Liquidity Risk

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

Management Risk

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


<PAGE>



Market Risk

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

Reinvestment Risk

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

Sector/Concentration Risk

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

Small Company Risk

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



<PAGE>


INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

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


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

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

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

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 on futures contracts and on underlying  securities identified as
hedged positions.

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


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

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


<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 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 $2,178 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.

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

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

The portfolio  turnover rate was 13% in the most recent fiscal year,  and 17% in
the year before. Higher turnover rates may result in higher brokerage expenses.


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

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


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




<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 3.98% for Class A, 3.44% for Class B, and 4.30%
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  4.74% for Class A,  4.24% for Class B, and
5.18% for Class Y for the 30-day period ended June 30, 1999.


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 fund's tax equivalent yield,  based on federal but
not state tax rates, for the 30-day period ended June 30, 1999.

Marginal
Income Tax            Tax-Equivalent Yield
Bracket                   Distribution                        Annualized
- -------                   ------------                        ----------
Class A
15.0%                         5.58%                              4.68%
28.0%                         6.58%                              5.53%
31.0%                         6.87%                              5.77%
36.0%                         7.41%                              6.22%
39.6%                         7.85%                              6.59%

Class B
15.0%                         4.99%                              4.05%
28.0%                         5.89%                              4.78%
31.0%                         6.14%                              4.99%
36.0%                         6.63%                              5.38%
39.6%                         7.02%                              5.70%

Class Y
15.0%                         6.09%                              5.06%
28.0%                         7.19%                              5.97%
31.0%                         7.51%                              6.23%
36.0%                         8.09%                              6.72%
39.6%                         8.58%                              7.12%


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>
                    Net assets                          Shares
                    before                              outstanding at                      Net asset value
                    shareholder                         the end of                          of one share
                    transactions                        previous day
                    ----------------- ----------------- ----------------- ----------------- -----------------
<S>                 <C>               <C>               <C>               <C>               <C>

Class A              $439,376,859     divided by           80,693,638     equals              $5.445
Class B                60,510,563                          11,113,051                          5.445
Class Y                     1,261.4                               232                          5.437
</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, $5.445,
by 0.95 (1.00-0.05 for a maximum 5% sales charge) for a public offering price of
$5.73.  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.

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.

                                                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

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 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  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.




<PAGE>



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


If you buy shares in the Fund and then exchange shares, 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 is treated
as if it 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 basis of
your 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.

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.

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.

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

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




<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


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.45% on an annual  basis.  The fee is calculated
for each calendar day on the basis of net assets as of the close of business two
business days prior to the day for which the calculation is made.

The management fee is paid monthly.  Under the agreement,  the total amount paid
was  $2,290,350  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  $187,225  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 0.04% 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 $210,787  for fiscal year 1999,  $205,702  for
fiscal year 1998, and $201,757 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 $1,237,213 for fiscal
year 1999. After paying  commissions to personal financial  advisors,  and other
expenses,  the amount  retained was $(55,813).  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 July 1, 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 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



<PAGE>



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 $400,031 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 July 1, 1999. As a
result,  no fees were paid as of the most recent fiscal year for Class A shares.
The fee is not  allocated to any one service (such as  advertising,  payments to
underwriters,  or other  uses).  However,  a  significant  portion of the fee is
generally used for sales and promotional expenses.


Custodian Agreement

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

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

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

SHARES

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

VOTING RIGHTS

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

Dividend Rights

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



<PAGE>

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

                                            Date of            Form of         State of     Fiscal
Fund                                      Organization       Organization    Organization  Year End   Diversified
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
<S>                                    <C>                 <C>               <C>           <C>        <C>

AXP Bond Fund, Inc.                         6/27/74,         Corporation        NV/MN        8/31        Yes
                                           6/31/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Discovery Fund, Inc.                    4/29/81,         Corporation        NV/MN        7/31        Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Equity Select Fund, Inc.**              3/18/57,         Corporation        NV/MN        11/30       Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
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,         Corporation        NV/MN        7/31
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   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,         Corporation        NV/MN        9/30
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   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,         Corporation        NV/MN        7/31
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   AXP Cash Management Fund                                                                              Yes
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP New Dimensions Fund, Inc.               2/20/68,         Corporation        NV/MN        7/31        Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Precious Metals Fund, Inc.              10/5/84          Corporation          MN         3/31        No
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Progressive Fund, Inc.                  4/23/68,         Corporation        NV/MN        9/30        Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Selective Fund, Inc.                    2/10/45,         Corporation        NV/MN        5/31        Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Stock Fund, Inc.                        2/10/45,         Corporation        NV/MN        9/30        Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Strategy Series, Inc.                   1/24/84          Corporation          MN         3/31
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   AXP Equity Value Fund                                                                                 Yes
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   AXP Small Cap Advantage Fund**                                                                        Yes
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   AXP Strategy Aggressive Fund**                                                                        Yes
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Tax-Exempt Series, Inc.                 9/30/76,         Corporation        NV/MN        11/31
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   AXP Intermediate Tax-Exempt Fund                                                                      Yes
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
   AXP Tax-Exempt Bond Fund                                                                              Yes
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
AXP Tax-Free Money Fund, Inc.               2/29/80,         Corporation        NV/MN        12/31       Yes
                                           6/13/86***
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
- -------------------------------------- ------------------- ----------------- ------------- ---------- ----------
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  in the table  (except  for AXP  Small  Cap  Advantage  Fund)
     approved the name change from IDS to AXP. In addition to  substituting  AXP
     for IDS, the following series changed their names: IDS Growth Fund, Inc. to
     AXP Growth Series,  Inc., IDS Managed  Retirement Fund, Inc. to AXP Managed
     Series Inc., IDS Strategy Fund, Inc. to AXP Strategy Series,  Inc., and IDS
     Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.
**   At the  shareholders  meeting  held on Nov. 9, 1994,  IDS Equity Plus Fund,
     Inc. changed its name to IDS Equity Select Fund, Inc. At that same time IDS
     Strategy Aggressive Equity Fund changed its name to IDS Strategy Aggressive
     Fund,  and IDS  Strategy  Equity Fund  changed its name to IDS Equity Value
     Fund.
***  Date merged into a Minnesota corporation incorporated on 4/7/86.



<PAGE>



**** 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.

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 27 meetings, received the following compensation:
<TABLE>
<CAPTION>
                               Compensation Table
                                                                          Total cash compensation from
                                                                          ---------------------------------
                                      Aggregate compensation from the     American Express Funds and the
Board member                          Fund                                Preferred Master Trust Group
<S>                                   <C>                                 <C>
H. Brewster Atwater, Jr.                         $1,400                            $116,400
Lynne V. Cheney                                   1,043                              96,900
Heinz F. Hutter                                   1,125                              99,900
Anne P. Jones                                     1,296                             112,400
William R. Pearce                                   275                              24,600
Alan K. Simpson                                   1,043                              96,900
C. Angus Wurtele                                  1,467                             120,400
</TABLE>
As of 30 days  prior to the date of this  SAI,  the  Fund's  board  members  and
officers as a group owned less than 1% of the outstanding shares of any class.


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


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




<PAGE>



                                                APPENDIX A


                                          DESCRIPTION OF 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>



APPENDIX B

INSURED FUND

Insurance

The Fund's entire portfolio of municipal  obligations will at all times be fully
insured  as to the  scheduled  payment  of all  installments  of  principal  and
interest  thereon,  except as noted below.  This insurance feature minimizes the
risks to the Fund  and its  shareholders  associated  with any  defaults  in the
municipal obligations owned by the Fund.

Each insured  municipal  obligation in the Fund's  portfolio  will be covered by
either a mutual fund  Portfolio  Insurance  Policy issued by Financial  Guaranty
Insurance Company (Financial  Guaranty) or a New Issue Insurance Policy obtained
by the  issuer of the  obligation  at the time of its  original  issuance.  If a
municipal obligation is already covered by a New Issue Insurance Policy then the
obligation  is  not  required  to be  additionally  insured  under  a  Portfolio
Insurance  Policy.  A New  Issue  Insurance  Policy  may have  been  written  by
Financial Guaranty or other insurers.  Premiums are paid from the Fund's assets,
and will  reduce the  current  yield on its  portfolio  by the  amount  thereof.
Currently, there are no issuers insured under a Portfolio Insurance Policy.

Both types of  policies  discussed  above  insure the  scheduled  payment of all
principal  and  interest  on the  municipal  obligations  as they fall due.  The
insurance does not guarantee the market value of the municipal  obligations  nor
the value of the  shares of the Fund and,  except  as  described  above,  has no
effect on the net asset value or redemption price of the shares of the Fund. The
insurance  of  principal  refers  to the  face  or par  value  of the  municipal
obligation,  and is not  affected by the price paid by the Fund or by the market
value.

The Fund may purchase municipal obligations on which the payment of interest and
principal is guaranteed by an agency or instrumentality  of the U.S.  government
or which are rated Aaa,  MIG-1 or Prime-1 by Moody's or AAA, A-1 or SP-1 by S&P,
in either case without being required to insure the municipal  obligations under
the Portfolio Insurance Policy.

New  Issue  Insurance.  The New  Issue  Insurance  Policies,  if any,  have been
obtained by the respective issuers or underwriters of the municipal  obligations
and all  premiums  respecting  the  securities  have been paid in advance by the
issuers or  underwriters.  The policies are  noncancelable  and will continue in
force so long as the municipal  obligations  are  outstanding and the respective
insurers remain in business. Since New Issue Insurance remains in effect as long
as the insured municipal obligations are outstanding,  the insurance may have an
effect on the resale  value of  municipal  obligations  so insured in the Fund's
portfolio.

Therefore,  New Issue  Insurance  may be  considered  to represent an element of
market  value in regard to municipal  obligations  thus  insured,  but the exact
effect, if any, of this insurance on market value cannot be estimated.  The Fund
will acquire municipal  obligations subject to New Issue Insurance Policies only
where the insurer is rated Aaa by Moody's or AAA by S&P.

Portfolio  Insurance.  The Portfolio Insurance Policy to be obtained by the Fund
from  Financial  Guaranty  will be  effective  only  so  long as the  Fund is in
existence,   Financial  Guaranty  is  still  in  business,   and  the  municipal
obligations  described in the Portfolio  Insurance Policy continue to be held by
the Fund.  In the  event of a sale of any  municipal  obligation  by the Fund or
payment prior to maturity,  the Portfolio Insurance Policy terminates as to that
municipal obligation.  Currently, there are no issuers insured under a Portfolio
Insurance Policy.

In determining  whether to insure any municipal  obligation,  Financial Guaranty
applies its own standards,  which are not  necessarily  the same as the criteria
used  in  regard  to the  selection  of  municipal  obligations  by  the  Fund's
investment  adviser.  Financial  Guaranty's decision is made prior to the Fund's
purchase  of  the  municipal   obligations.   Contracts  to  purchase  municipal
obligations are not covered by the Portfolio Insurance Policy although municipal
obligations  underlying  the contracts are covered by this  insurance upon their
physical delivery to the Fund or its Custodian.



<PAGE>


Secondary  Market  Insurance.  The Fund may at any time purchase from  Financial
Guaranty a secondary market insurance  policy  (Secondary  Market Policy) on any
municipal  obligation  currently covered by the Portfolio  Insurance Policy. The
coverage and obligation to pay monthly  premiums  under the Portfolio  Insurance
Policy would cease with the purchase by the Fund of a Secondary Market Policy.

By  purchasing  a Secondary  Market  Policy,  the Fund would,  upon payment of a
single premium,  obtain insurance against nonpayment of scheduled  principal and
interest for the  remaining  term of the  municipal  obligation,  regardless  of
whether the Fund then owned the  obligation.  This  insurance  coverage would be
noncancelable  and would continue in force so long as the municipal  obligations
so insured are  outstanding.  The purpose of acquiring such a Policy would be to
enable the Fund to sell a  municipal  obligation  to a third  party as a Aaa/AAA
rated insured  obligation at a market price higher than what otherwise  might be
obtainable  if the  obligation  were sold without the insurance  coverage.  This
rating is not automatic,  however,  and must  specifically be requested for each
obligation. Any difference between the excess of an obligation's market value as
a Aaa/AAA  rated  security  over its market  value  without  this rating and the
single premium  payment would inure to the Fund in  determining  the net capital
gain or loss realized by the Fund upon the sale of the obligation.

Since  the Fund has the right to  purchase  a  Secondary  Market  Policy  for an
eligible municipal  obligation even if the obligation is currently in default as
to any payments by the issuer,  the Fund would have the  opportunity to sell the
obligation  rather than be  obligated  to hold it in its  portfolio  in order to
continue the Portfolio Insurance Policy in force.

Because coverage under the Portfolio  Insurance Policy terminates upon sale of a
municipal  obligation insured thereunder,  the insurance does not have an effect
on the resale value of the  obligation.  Therefore,  it is the  intention of the
Fund to retain  any  insured  municipal  obligations  which are in default or in
significant risk of default, and to place a value on the insurance which will be
equal to the difference  between the market value of similar  obligations  which
are not in default. Because of this policy, the Fund's investment manager may be
unable to manage the Fund's  portfolio  to the  extent  that it holds  defaulted
municipal  obligations,  which may limit its ability in certain circumstances to
purchase other municipal obligations.  While a defaulted municipal obligation is
held in the Fund's  portfolio,  the Fund continues to pay the insurance  premium
but also  collects  interest  payments from the insurer and retains the right to
collect  the full  amount  of  principal  from the  insurer  when the  municipal
obligation  comes  due.  This  would not be  applicable  if the Fund  elected to
purchase a Secondary  Market Policy  discussed above with respect to a municipal
obligation.

Financial  Guaranty  Insurance  Company.  Financial  Guaranty is a wholly  owned
subsidiary of FGIC  Corporation (the  Corporation),  a Delaware holding company.
Financial Guaranty,  domiciled in the State of New York,  commenced its business
of providing  insurance  and  financial  guaranties  for a variety of investment
instruments  in January 1984. The  Corporation  is a wholly-owned  subsidiary of
General Electric Capital Corporation.

In addition to providing  insurance for the payment of interest on and principal
of  municipal  bonds and notes held in unit  investment  trust and  mutual  fund
portfolios,  Financial  Guaranty provides insurance for new and secondary market
issues of municipal bonds and notes and for portions of new and secondary market
issues of  municipal  bonds and notes.  Financial  Guaranty  also  guarantees  a
variety  of  non-municipal  structured  obligations,   such  as  mortgage-backed
securities.  It also is  authorized  to  write  surety  insurance.  Moody's  and
Standard & Poor's have rated the claims-paying ability of Financial Guaranty Aaa
and AAA, respectively.

Financial  Guaranty  is  licensed  to  provide  insurance  in 48 states  and the
District of Columbia.  It files reports with state insurance regulatory agencies
and is subject to audit and review by these  authorities.  Financial Guaranty is
also subject to regulation by the State of New York Insurance  Department.  This
regulation,  however,  is no guarantee that  Financial  Guaranty will be able to
perform  on its  contracts  of  insurance  in the  event a claim  should be made
thereunder at some time in the future.

The information about Financial  Guaranty  contained above has been furnished by
the  Corporation.  No  representation  is made as to the accuracy or adequacy of
this information.



<PAGE>


The policy of  insurance  obtained by the Fund from  Financial  Guaranty and the
agreement and  negotiations in respect thereof  represent the only  relationship
between Financial Guaranty and the Fund.  Otherwise,  neither Financial Guaranty
nor its parent, FGIC Corporation,  has any significant  relationship,  direct or
indirect, with the Fund.

Government Securities

The Fund may invest in securities  guaranteed by an agency or instrumentality of
the United States  government.  These agencies include Federal National Mortgage
Association and Federal Housing  Administration  (FHA). In the case of a default
on a FHA security,  the outstanding  balance is subject to an assignment fee and
interest payments may be delayed. This will reduce the return to the Fund.
<PAGE>


Independent Auditors' Report

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

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

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

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


/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
August 6, 1999

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statements of assets and liabilities
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                                  California     Massachusetts      Michigan
                                                                                  Tax-Exempt      Tax-Exempt       Tax-Exempt
June 30, 1999                                                                        Fund            Fund             Fund
 Assets
Investments in securities, at value (Note 1)
    (identified cost $250,933,404, $83,969,770
<S>     <C>                                                                       <C>              <C>             <C>
    and $77,357,899)                                                              $265,125,212     $87,543,887     $81,951,809
Cash in bank on demand deposit                                                              --          86,720          48,808
Accrued interest receivable                                                          4,446,385       1,782,398       1,280,815
Receivable for investment securities sold                                               93,655          74,053          43,125
                                                                                        ------          ------          ------
Total assets                                                                       269,665,252      89,487,058      83,324,557
                                                                                   -----------      ----------      ----------

 Liabilities
Disbursements in excess of cash on demand deposit                                       41,293              --              --
Dividends payable to shareholders                                                      262,513         136,702          80,810
Payable for investment securities purchased                                          2,389,396       1,984,564              --
Accrued investment management services fee                                               3,415             982           1,070
Accrued distribution fee                                                                   425             157             135
Accrued service fee                                                                      1,276             614             398
Accrued transfer agency fee                                                                305             117             117
Accrued administrative services fee                                                        289              84              91
Other accrued expenses                                                                  71,937             986          39,743
                                                                                        ------             ---          ------
Total liabilities                                                                    2,770,849       2,124,206         122,364
                                                                                     ---------       ---------         -------
Net assets applicable to outstanding shares                                       $266,894,403     $87,362,852     $83,202,193
                                                                                  ============     ===========     ===========

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

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of assets and liabilities

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                                   Minnesota       New York          Ohio
                                                                                  Tax-Exempt      Tax-Exempt      Tax-Exempt
June 30, 1999                                                                        Fund            Fund            Fund

 Assets
Investments in securities, at value (Note 1)
    (identified cost $428,411,014, $106,965,927
<S>     <C>                                                                       <C>             <C>             <C>
    and $72,955,761)                                                              $446,760,910    $113,854,117    $76,668,203
Cash in bank on demand deposit                                                       1,978,035          81,591         56,769
Accrued interest receivable                                                          8,315,564       2,210,875        974,511
Receivable for investment securities sold                                            2,105,222          86,394         40,474
                                                                                     ---------          ------         ------
Total assets                                                                       459,159,731     116,232,977     77,739,957
                                                                                   -----------     -----------     ----------

 Liabilities
Dividends payable to shareholders                                                      458,715         252,537         78,154
Payable for investment securities purchased                                          7,203,642              --        990,221
Accrued investment management services fee                                               5,666           1,488            982
Accrued distribution fee                                                                   934             275            157
Accrued service fee                                                                      2,161             554            366
Accrued transfer agency fee                                                                705             189            117
Accrued administrative services fee                                                        466             127             84
Other accrued expenses                                                                  95,494          31,496         50,675
                                                                                        ------          ------         ------
Total liabilities                                                                    7,767,783         286,666      1,120,756
                                                                                     ---------         -------      ---------
Net assets applicable to outstanding shares                                       $451,391,948    $115,946,311    $76,619,201
                                                                                  ============    ============    ===========

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

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                           California     Massachusetts        Michigan
                                                                           Tax-Exempt      Tax-Exempt         Tax-Exempt
Year ended June 30, 1999                                                      Fund            Fund               Fund

 Investment income
Income:
<S>                                                                         <C>              <C>               <C>
Interest                                                                    $15,420,754      $4,930,570        $4,860,883
                                                                            -----------      ----------        ----------
Expenses (Note 2):

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

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

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of operations

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                              Minnesota      New York         Ohio
                                                                             Tax-Exempt     Tax-Exempt     Tax-Exempt
Year ended June 30, 1999                                                        Fund           Fund           Fund

 Investment income
Income:
<S>                                                                         <C>             <C>           <C>
Interest                                                                    $26,649,745     $6,646,639    $4,475,701
                                                                            -----------     ----------    ----------
Expenses (Note 2):
Investment management services fee                                            1,994,409        543,353       357,073
Distribution fee-- Class B                                                      284,736         86,839        49,653
Transfer agency fee                                                             219,595         59,911        36,842
Incremental transfer agency fee-- Class B                                         3,049            952           453
Service fee
    Class A                                                                     688,742        180,174       120,698
    Class B                                                                      66,271         20,226        11,347
Administrative services fees and expenses                                       176,098         47,870        30,748
Compensation of board members                                                     8,821          7,977         4,093
Custodian fees                                                                   40,333         12,282        17,120
Printing and postage                                                            109,994         24,087        15,053
Registration fees                                                                48,930         36,660        33,582
Audit fees                                                                       18,000         17,000        15,500
Other                                                                            12,502          2,362        23,198
                                                                                 ------          -----        ------
Total expenses                                                                3,671,480      1,039,693       715,360

    Earnings credits on cash balances (Note 2)                                  (43,650)        (6,787)       (2,271)
                                                                                -------         ------        ------
Total net expenses                                                            3,627,830      1,032,906       713,089
                                                                              ---------      ---------       -------
Investment income (loss)-- net                                               23,021,915      5,613,733     3,762,612
                                                                             ----------      ---------     ---------

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

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                        California                           Massachusetts
                                                                      Tax-Exempt Fund                       Tax-Exempt Fund
Year ended June 30,                                               1999               1998                1999            1998

 Operations and distributions
<S>                                                          <C>                <C>                 <C>              <C>
Investment income (loss)-- net                               $ 13,224,245       $ 12,975,883        $ 4,137,785      $ 3,873,971
Net realized gain (loss) on investments                          (132,232)         1,926,039             35,026          277,400
Net change in unrealized appreciation (depreciation)
        on investments                                         (8,521,862)         3,558,638         (2,888,857)       1,722,338
                                                               ----------          ---------         ----------        ---------
Net increase (decrease) in net assets resulting
        from operations                                         4,570,151         18,460,560          1,283,954        5,873,709
                                                                ---------         ----------          ---------        ---------
Distributions to shareholders from:
    Net investment income
       Class A                                                (12,458,083)       (12,717,817)        (3,454,620)      (3,418,898)
       Class B                                                   (766,108)          (572,424)          (640,114)        (455,124)
    Net realized gain
       Class A                                                         --             (9,568)           (33,427)              --
       Class B                                                         --               (507)            (7,530)              --
                                                                    -----               ----             ------            -----
Total distributions                                           (13,224,191)       (13,300,316)        (4,135,691)      (3,874,022)
                                                              -----------        -----------         ----------       ----------

Share transactions (Note 4)
Proceeds from sales
    Class A shares (Note 2)                                    42,285,590         27,263,050         16,960,957        9,567,532
    Class B shares                                              8,682,050          5,637,162          6,288,904        5,760,628
Reinvestment of distributions at net asset value
    Class A shares                                              8,430,940          8,796,579          2,675,840        2,647,896
    Class B shares                                                588,371            436,950            532,827          392,654
Payments for redemptions
    Class A shares                                            (36,166,864)       (33,740,758)       (13,594,414)     (13,778,211)
    Class B shares (Note 2)                                    (2,589,325)        (1,396,348)        (2,358,655)      (1,502,976)
                                                               ----------         ----------         ----------       ----------
Increase (decrease) in net assets from share transactions      21,230,762          6,996,635         10,505,459        3,087,523
                                                               ----------          ---------         ----------        ---------
Total increase (decrease) in net assets                        12,576,722         12,156,879          7,653,722        5,087,210
Net assets at beginning of year                               254,317,681        242,160,802         79,709,130       74,621,920
                                                              -----------        -----------         ----------       ----------
Net assets at end of year                                    $266,894,403       $254,317,681        $87,362,852      $79,709,130
                                                             ============       ============        ===========      ===========
Undistributed (excess of distributions over)
    net investment income                                    $         (1)      $        (55)       $    43,000      $       (51)

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                        Michigan                           Minnesota
                                                                      Tax-Exempt Fund                   Tax-Exempt Fund
Year ended June 30,                                               1999            1998              1999               1998

Operations and distributions
<S>                                                          <C>              <C>              <C>                <C>
Investment income (loss)-- net                               $ 4,125,432      $ 4,153,422      $ 23,021,915       $ 22,597,273
Net realized gain (loss) on investments                          460,666           39,801           399,217            867,273
Net change in unrealized appreciation (depreciation)
    on investments                                            (3,039,567)       1,755,887       (13,019,298)         7,572,218
                                                              ----------        ---------       -----------          ---------
Net increase (decrease) in net assets resulting
    from operations                                            1,546,531        5,949,110        10,401,834         31,036,764
                                                               ---------        ---------        ----------         ----------
Distributions to shareholders from:
    Net investment income
       Class A                                                (3,880,954)      (3,959,928)      (21,267,346)       (21,338,695)
       Class B                                                  (244,520)        (194,070)       (1,747,010)        (1,277,193)
    Net realized gain
       Class A                                                  (295,764)              --                --                 --
       Class B                                                   (21,598)              --                --                 --
                                                                 -------        ---------         ---------          ---------
Total distributions                                           (4,442,836)      (4,153,998)      (23,014,356)       (22,615,888)

Share transactions (Note 4)
Proceeds from sales
    Class A shares (Note 2)                                   10,840,031        6,481,056        81,903,764         55,067,262
    Class B shares                                             2,076,128        2,106,132        19,340,345         10,919,373
Reinvestment of distributions at net asset value
    Class A shares                                             3,033,680        2,829,652        16,537,485         16,634,462
    Class B shares                                               216,608          153,120         1,430,174          1,015,306
Payments for redemptions
    Class A shares                                           (11,501,402)     (10,742,181)      (66,199,264)       (71,239,533)
    Class B shares (Note 2)                                     (620,911)        (849,531)       (5,079,371)        (3,414,186)
                                                                --------         --------        ----------         ----------
Increase (decrease) in net assets from share transactions      4,044,134          (21,752)       47,933,133          8,982,684
                                                               ---------          -------        ----------          ---------
Total increase (decrease) in net assets                        1,147,829        1,773,360        35,320,611         17,403,560
Net assets at beginning of year                               82,054,364       80,281,004       416,071,337        398,667,777
                                                              ----------       ----------       -----------        -----------
Net assets at end of year                                    $83,202,193      $82,054,364      $451,391,948       $416,071,337
                                                             -----------      -----------      ------------       ------------
Undistributed (excess of distributions over) net
    investment income                                        $       (42)     $        --      $     (1,845)      $     (9,944)
                                                             -----------      -----------      ------------       ------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                         New York                            Ohio
                                                                     Tax-Exempt Fund                   Tax-Exempt Fund
Year ended June 30,                                               1999             1998               1999            1998

Operations and distributions
<S>                                                           <C>              <C>               <C>              <C>
Investment income (loss)-- net                                $ 5,613,733      $ 5,988,600       $ 3,762,612      $ 3,710,452
Net realized gain (loss) on investments                           211,975          748,448            99,839          441,486
Net change in unrealized appreciation (depreciation)
    on investments                                             (3,443,059)       2,313,952        (2,055,350)       1,193,891
                                                               ----------        ---------        ----------        ---------
Net increase (decrease) in net assets resulting
    from operations                                             2,382,649        9,051,000         1,807,101        5,345,829
                                                                ---------        ---------         ---------        ---------
Distributions to shareholders from:
    Net investment income
       Class A                                                 (5,126,805)      (5,597,877)       (3,477,589)      (3,541,325)
       Class B                                                   (485,770)        (391,627)         (282,186)        (193,178)
    Net realized gain
       Class A                                                         --               --                --               --
       Class B                                                         --               --                --               --
                                                                   ------          -------            ------           ------
Total distributions                                            (5,612,575)      (5,989,504)       (3,759,775)      (3,734,503)
                                                               ----------       ----------        ----------       ----------

Share transactions (Note 4)
Proceeds from sales
    Class A shares (Note 2)                                    13,763,495       13,077,412        12,196,295        6,692,901
    Class B shares                                             5,556,166         3,058,971         3,287,691        1,943,456
Reinvestment of distributions at net asset value
    Class A shares                                              3,536,147        4,046,559         2,533,703        2,702,866
    Class B shares                                                382,826          331,272           214,576          143,123
Payments for redemptions
    Class A shares                                            (17,500,028)     (22,106,362)      (11,351,271)     (10,309,437)
    Class B shares (Note 2)                                    (1,828,945)      (1,358,542)         (820,294)        (415,851)
                                                               ----------       ----------          --------         --------
Increase (decrease) in net assets from share transactions       3,909,661       (2,950,690)        6,060,700          757,058
                                                                ---------       ----------         ---------          -------
Total increase (decrease) in net assets                           679,735          110,806         4,108,026        2,368,384
Net assets at beginning of year                               115,266,576      115,155,770        72,511,175       70,142,791
                                                              -----------      -----------        ----------       ----------
Net assets at end of year                                    $115,946,311     $115,266,576       $76,619,201      $72,511,175
                                                             ============     ============       ===========      ===========
Undistributed (excess of distributions over) net
    investment income                                        $         --     $       (193)      $     1,028      $    (1,809)

See accompanying notes to financial statements.


</TABLE>

<PAGE>

Notes to Financial Statements

AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Each Fund offers Class A and Class B shares.

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

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

The Fund's significant accounting policies are summarized below:

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

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

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

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

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

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

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

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

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

                                               California  Massachusetts  Michigan   Minnesota      New York      Ohio
                                               Tax-Exempt    Tax-Exempt  Tax-Exempt  Tax-Exempt    Tax-Exempt  Tax-Exempt
                                                  Fund          Fund        Fund        Fund          Fund        Fund
<S>                                                <C>           <C>         <C>        <C>          <C>           <C>
Undistributed net investment income                $--           $--         $--        $540         $(965)        $--
Accumulated net realized gain (loss)               $--           $--         $--       $(540)         $965         $--
Additional paid-in capital increase (decrease)     $--           $--         $--         $--           $--         $--

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

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Interest  income,  including  level-yield  amortization  of  premium  and
discount, is accrued daily.

2. EXPENSES AND SALES CHARGES

Each Fund has agreements with American Express Financial  Corporation  (AEFC) to
manage its portfolio and provide  administrative  services.  Under an Investment
Management  Services  Agreement,   AEFC  determines  which  securities  will  be
purchased,  held or sold.  The  management  fee is a  percentage  of each Fund's
average daily net assets in reducing percentages from 0.47% to 0.38% annually.

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

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

o Class A $19.50
o Class B $20.50

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

Each Fund has  agreements  with  American  Express  Financial  Advisors Inc. for
distribution   and  shareholder   services.   Under  a  Plan  and  Agreement  of
Distribution,  each Fund pays a  distribution  fee at an annual rate of 0.75% of
the Fund's average daily net assets  attributable  to Class B shares.  Effective
July 1,  1999,  each Fund will pay a  distribution  fee at an annual  rate up to
0.25% of the Fund's average daily net assets  attributable to Class A shares and
up to 1.00% of the  Fund's  average  daily net  assets  attributable  to Class B
shares.

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

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

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


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

 Fund                                                     Reduction
 California Tax-Exempt Fund                                $21,970
 Massachusetts Tax-Exempt Fund                              10,692
 Michigan Tax-Exempt Fund                                    3,857
 Minnesota Tax-Exempt Fund                                  43,650
 New York Tax-Exempt Fund                                    6,787
 Ohio Tax-Exempt Fund                                        2,271


3. SECURITIES TRANSACTIONS

For the year ended June 30,  1999,  cost of purchases  and  proceeds  from sales
(other than short-term obligations) aggregated for each Fund are as follows:

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

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

4. SHARE TRANSACTIONS

Transactions in shares of each Fund for the years indicated are as follows:

                                          California Tax-Exempt Fund
                                           Year ended June 30, 1999
                                            Class A        Class B
Sold                                      7,876,900      1,618,457
Issued for reinvested distributions       1,573,110        109,894
Redeemed                                 (6,741,823)      (485,671)
Net increase (decrease)                   2,708,187      1,242,680

                                          Year ended June 30, 1998
                                           Class A         Class B
Sold                                     5,116,223       1,058,071
Issued for reinvested distributions      1,651,772          82,051
Redeemed                                (6,331,307)       (262,162)
Net increase (decrease)                    436,688         877,960


                                         Massachusetts Tax-Exempt Fund
                                           Year ended June 30, 1999
                                            Class A         Class B
Sold                                      3,046,475       1,130,787
Issued for reinvested distributions         481,681          95,959
Redeemed                                 (2,445,264)       (425,397)
Net increase (decrease)                   1,082,892         801,349

                                         Year ended June 30, 1998
                                           Class A        Class B
Sold                                     1,728,151      1,040,229
Issued for reinvested distributions        479,241         71,032
Redeemed                                (2,493,940)      (271,030)
Net increase (decrease)                   (286,548)       840,231


                                            Michigan Tax-Exempt Fund
                                            Year ended June 30, 1999
                                            Class A         Class B
Sold                                      1,952,027         218,977
Issues for reinvested distributions         546,553         194,235
Redeemed                                 (2,069,273)       (111,961)
Net increase (decrease)                     429,307         301,251

                                          Year ended June 30, 1998
                                            Class A         Class B
Sold                                      1,170,022         380,067
Issued for reinvested distributions         511,164          27,650
Redeemed                                 (1,941,314)       (153,133)
Net increase (decrease)                    (260,128)        254,584


                                            Minnesota Tax-Exempt Fund
                                            Year ended June 30, 1999
                                              Class A        Class B
Sold                                       15,143,882      3,578,954
Issued for reinvested distributions         3,061,091        264,909
Redeemed                                  (12,237,821)      (942,705)
Net increase (decrease)                     5,967,152      2,901,158

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


                                             New York Tax-Exempt Fund
                                             Year ended June 30, 1999
                                             Class A           Class B
Sold                                       2,594,887         1,048,359
Issued for reinvested distributions          667,318            72,294
Redeemed                                  (3,294,574)         (345,553)
Net increase (decrease)                      (32,369)          775,100

                                              Year ended June 30, 1998
                                             Class A           Class B
Sold                                       2,476,927           580,183
Issued for reinvested distributions          768,096            62,867
Redeemed                                  (4,193,469)         (257,849)
Net increase (decrease)                     (948,446)          385,201


                                               Ohio Tax-Exempt Fund
                                             Year ended June 30, 1999
                                             Class A          Class B
Sold                                       2,212,340          596,770
Issued for reinvested distributions          460,278           38,999
Redeemed                                  (2,061,123)        (149,003)
Net increase (decrease)                      611,495          486,766

                                             Year ended June 30, 1998
                                              Class A         Class B
Sold                                        1,224,084         354,262
Issued for reinvested distributions           493,970          26,147
Redeemed                                   (1,882,921)        (75,894)
Net increase (decrease)                      (164,867)        304,515


5. INTEREST RATE FUTURES CONTRACTS

Investments  in securities as of June 30, 1999,  included  securities  that were
valued and pledged as collateral to cover initial margin deposits, (see "Summary
of significant accounting policies") as follows:
                                                      Open
                                     Market         purchase
 Fund                                 value         contracts
 California Tax-Exempt Fund       $  208,494           70
 Massachusetts Tax-Exempt Fund        83,483           55
 Michigan Tax-Exempt Fund          1,684,345           60
 Minnesota Tax-Exempt Fund            92,019           70
 New York Tax-Exempt Fund            249,688          120
 Ohio Tax-Exempt Fund              1,579,595           60

The market value of the open  purchase  contracts  as of June 30,  1999,  was as
follows:
                                                           Net
                                     Market            unrealized
 Fund                                 value            gain (loss)
 California Tax-Exempt Fund        $8,314,688          $(128,092)
 Massachusetts Tax-Exempt Fund      6,532,969            (91,845)
 Michigan Tax-Exempt Fund           7,126,875           (103,084)
 Minnesota Tax-Exempt Fund          8,314,688            (93,843)
 New York Tax-Exempt Fund          14,253,750           (213,011)
 Ohio Tax-Exempt Fund               7,126,875           (103,084)

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

6. CAPITAL LOSS CARRYOVER

For federal income tax purposes,  capital loss  carryovers were as follows as of
June 30, 1999:

 Fund                                 Carryover             Expiration
                                                                date
 California Tax-Exempt Fund          $1,940,553               2006-2008
 Massachusetts Tax-Exempt Fund           207,717                   2008
 Michigan Tax-Exempt Fund                233,234                   2008
 Minnesota Tax-Exempt Fund             1,997,741            2005 - 2008
 New York Tax-Exempt Fund              1,342,074              2005-2008
 Ohio Tax-Exempt Fund                    182,633              2005-2008

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

7. BANK BORROWINGS
Each Fund has a revolving credit  agreement with U.S. Bank,  N.A.,  whereby each
Fund is permitted to have bank borrowings for temporary or emergency purposes to
fund shareholder redemptions.  Each Fund must have asset coverage for borrowings
not to  exceed  the  aggregate  of 333% of  advances  equal to or less than five
business  days plus 367% of advances  over five business  days.  The  agreement,
which  enables  each Fund to  participate  with other  American  Express  funds,
permits borrowings up to $200 million, collectively. Interest is charged to each
Fund  based on its  borrowings  at a rate equal to the  Federal  Funds Rate plus
0.30% or the  Eurodollar  Rate (Reserve  Adjusted)  plus 0.20%.  Borrowings  are
payable  up to 90 days  after  such  loan is  executed.  Each  Fund  also pays a
commitment fee equal to its pro rata share of the amount of the credit  facility
at a rate of 0.05% per annum. Each Fund had no borrowings outstanding during the
year ended June 30,1999.


8. FINANCIAL HIGHLIGHTS
"Financial highlights" showing per share data and selected financial information
are presented on pages 29-34 of the prospectus.

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

Investments in Securities

AXP California Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (99.0%)
Name of issuer and                                              Coupon            Principal                  Value(a)
title of issue(b,c)                                               rate              amount

ABAG Financial Authority for Nonprofit Corporations
    Certificate of Participation International School
    Series 1996
<S>     <C>   <C>                                                <C>              <C>                        <C>
        05-01-26                                                 7.38%            $2,200,000                 $2,306,656
Anaheim Public Finance Authority
    Capital Appreciation Improvement Revenue Bonds
    Zero Coupon Series 1997C (FSA Insured)
        09-01-25                                                 5.61              2,170,000(e)                 504,026
Anaheim Public Finance Authority
    Revenue Bonds Electric Utilities
    San Juan Series 2 (FGIC Insured)
        10-01-22                                                 5.75             11,100,000                 11,389,154
Brea Redevelopment Agency Tax Allocation Refunding Bonds
    Redevelopment Project AB (MBIA Insured)
        08-01-17                                                 5.50              1,800,000                  1,813,770
Burbank Redevelopment Agency Tax Allocation Bonds
    Golden State Series 1993A
        12-01-23                                                 6.00              2,000,000                  2,058,800
Calleguas-Las Virgines Public Finance Authority
    Refunding Revenue Bonds
    Las Virgines Municipal Water District (FSA Insured)
        11-01-23                                                 5.00              1,000,000                    944,810
Chapman College Educational Facilities Authority
    Revenue Bonds Series 1991B
        01-01-18                                                 7.50                500,000                    535,155
Clearlake Redevelopment Agency
    Highlands Park Community Development
    Tax Allocation Bonds Series 1993
        10-01-23                                                 6.40              1,420,000                  1,479,839
Community Development Authority Health Facilities
    Unihealth America Certificate of Participation
    Series 1993 Inverse Floater (AMBAC Insured)
        10-01-11                                                 7.93              5,000,000(f)               5,362,499
Contra Costa County Residential Rent Facility
    Multi-family Housing Revenue Bonds Cypress Meadows
    Series 1998E A.M.T.
        09-01-28                                                 7.00              2,000,000                  1,894,340
Corona Community Facilities District 90-1
    Special Tax Refunding Bonds Series 1998A
        09-01-20                                                 4.70              1,905,000                  1,711,242
East Bay Municipal Utility District
    Water Systems Revenue Bonds
    (MBIA Insured)
        06-01-28                                                 4.75              2,695,000                  2,407,470
Eastern Municipal Water District Riverside County
    Water & Sewer Pre-refunded Revenue
    Certificates of Participation Series 1991 (FGIC Insured)
        07-01-20                                                 6.50              3,000,000                  3,205,020
Eastern Municipal Water District Riverside County
    Water & Sewer Revenue Certificates of Participation
    Series 1991
        07-01-23                                                 6.00              1,000,000                  1,057,800
El Centro Financial Authority Water & Wastewater
    Revenue Bonds Series 1997A (AMBAC Insured)
        10-01-27                                                 5.13              1,200,000                  1,147,332
Encinitas Unified School District
    Unlimited General Obligation Bonds
    Zero Coupon Series 1996 (MBIA Insured)
        08-01-15                                                 5.85              2,500,000(e)               1,055,975
        08-01-16                                                 5.85              1,000,000(e)                 397,700
Fontana Redevelopment Agency
    Refunding Certificate of Participation
    Police Facility Series 1993
        04-01-16                                                 5.63              4,500,000                  4,560,165
Fontana Unified School District
    San Bernardino County General Obligation
    Convertible Capital Appreciation Bonds
    Series 1995C (FGIC Insured)
        05-01-20                                                 6.15              3,470,000                  3,704,503
Fontana Unified School District
    Unlimited Tax General Obligation Bonds
    Zero Coupon Series D (FGIC Insured)
        05-01-00                                                 6.28              2,000,000(g)               1,981,640
Foothill/Eastern Transportation Corridor Agency
    Toll Road Senior Lien Revenue Bonds Series 1995A
        01-01-34                                                 6.00              1,775,000                  1,873,104
Garden Grove Agency Community Development
    Tax Allocation Refunding Bonds
    Garden Grove Community
        10-01-23                                                 5.88              3,000,000                  3,039,570
Garden Grove Certificates of Participation
    Bahia Village/Emerald Isle
    (FSA Insured)
        08-01-23                                                 5.70              2,660,000                  2,717,376
Hemet Redevelopment Agency Tax Allocation
    Bonds Series 1999A (AMBAC Insured)
        09-15-28                                                 4.75              2,390,000                  2,133,888
Huntington Beach Certificate of Participation Revenue Bonds
    Civic Center Refinancing (AMBAC Insured)
        08-01-16                                                 5.50              1,715,000                  1,725,496
Inglewood Redevelopment Agency Revenue Bonds
    Series 1998A (AMBAC Insured)
        05-01-23                                                 5.25              1,100,000                  1,082,290
Intercommunity Hospital Finance Authority
    Certificate of Participation (ACA Insured)
        11-01-19                                                 5.25              4,000,000                  3,840,360
Irwindale Redevelopment Agency Sub Lien
    Tax Allocation Bonds Series 1996
        12-01-19                                                 7.00              1,700,000                  1,835,286
Janesville Union School District
    Lassen County General Obligation Bonds
    Series 1996
        08-01-21                                                 6.45                870,000(d)                 906,949
La Mirada Redevelopment Agency Special Tax
    Refunding Revenue Bonds Community Facilities
    District 89-1 Series 1998
        10-01-20                                                 5.70              1,000,000                    963,430
Lake Elsinore Public Finance Authority
    Local Agency Revenue Bonds Series 1997F
        09-01-20                                                 7.10              3,000,000                  3,176,940
Lake Elsinore Public Finance Authority
    Tax Allocation Revenue Bonds Series 1999A
        09-01-30                                                 5.50              2,500,000                  2,364,750
Lake Elsinore Redevelopment Agency
    Community Facilities District 90
    Tuscany Hills Public Improvements
    Special Tax Parity Bonds Series 1999A
        10-01-24                                                 6.05              2,000,000                  1,956,740
Lake Elsinore School Finance Authority
    Revenue Bonds Series 1997
        09-01-19                                                 6.13              1,235,000                  1,276,422
Los Angeles Convention & Exhibition Center
    Pre-refunded Certificate of Participation
    Series 1989A
        08-15-18                                                 7.38              2,900,000                  2,957,942
        08-15-20                                                 7.00              5,000,000                  5,097,700
Los Angeles County Transportation Commission
    Sales Tax Refunding Revenue Bonds
    Series 1989A
        07-01-15                                                 7.40              2,000,000                  2,040,220
Los Angeles County Transportation Commission
    Sales Tax Refunding Revenue Bonds Series A
        07-01-19                                                 7.00              4,150,000                  4,233,415
Los Angeles Department of Airports Revenue Bonds
    Los Angeles International Airport Series 1995D
    (FGIC Insured) A.M.T.
        05-15-15                                                 5.50              1,000,000                  1,010,110
Los Angeles Department of Water & Power
    Waterworks Refunding Revenue Bonds
    Series 2 (Secondary FGIC Insured)
        05-15-18                                                 4.50              3,000,000                  2,666,430
Los Angeles Multi-family Housing Revenue Bonds
    Park Parthenia Series 1986A
    (GNMA Insured) A.M.T.
        01-20-22                                                 7.40              1,000,000                  1,022,820
Los Angeles Single Family Home Mortgage Revenue Bonds
    Series 1991A (GNMA & FNMA Insured) A.M.T.
        06-01-25                                                 6.88                745,000                    777,311
Los Angeles State Harbor Revenue Bonds
    Escrowed to Maturity
        10-01-18                                                 7.60              1,000,000                  1,239,380
Los Angeles State Harbor Revenue Bonds
    Series 1996B (MBIA Insured) A.M.T.
        11-01-19                                                 5.38              2,000,000                  1,979,120
        11-01-23                                                 5.38              1,300,000                  1,266,330
Los Angeles Wastewater System
    Refunding Revenue Bonds Series D (FGIC Insured)
        11-01-17                                                 4.70              1,000,000                    920,190
Los Angeles Water & Power
    Electric Plant Revenue Bonds Series 1990
        05-15-30                                                 7.13              6,500,000                  6,816,159
Millbrae Residential Facility Revenue Bonds
    Magnolia of Millbrae Series 1997A A.M.T.
        09-01-27                                                 7.38              2,500,000                  2,628,875
Modesto Irrigation District Finance Authority
    Refunding Revenue Bonds Domestic Water
    Series 1998D (AMBAC Insured)
        09-01-22                                                 4.75              2,000,000                  1,807,140
Mount Diablo Hospital District Hospital
    Pre-refunded Revenue Bonds
    Series 1990A (AMBAC Insured)
        12-01-17                                                 7.00              3,000,000                  3,195,570
North City West Community School Facility
    Authority Special Tax Refunding Revenue Bonds
    Series 1995B (CGIC Insured)
        09-01-15                                                 5.75              1,000,000                  1,046,310
Northern California Transmission Agency
    California-Oregon Transmission
    Pre-refunded Revenue Bonds
    Series 1990A (MBIA Insured)
        05-01-24                                                 7.00              2,000,000                  2,090,400
Northern California Transmission Select Auction
    Variable Rate Security & Residual Interest
    Revenue Bonds Inverse Floater (MBIA Insured)
        04-29-24                                                 5.50              4,500,000(f)               4,504,050
Novato Community Facility District 1 Vintage Oaks
    Public Improvement Special Tax Refunding Bonds
        08-01-21                                                 7.25              2,000,000                  2,137,200
Orange County Special Tax Community Facilities Bonds
    Aliso Veijo District 88-1 Series 1992A
        08-15-18                                                 7.35              3,000,000                  3,334,980
Oxnard Certificates of Participation
    Series 1999 (AMBAC Insured)
        06-01-28                                                 4.75              1,250,000                  1,116,638
Pittsburg Infrastructure Finance Authority
    Reassessment Revenue Improvement Bonds
    Series 1998A
        09-02-24                                                 5.60              1,465,000                  1,396,189
Pleasanton Joint Powers Financing Authority Reassessment
    Revenue Bonds Series 1993A
        09-02-12                                                 6.15              1,765,000                  1,860,981
Port of Oakland Refunding Revenue Bonds
    Series 1997G (MBIA Insured) A.M.T.
        11-01-25                                                 5.38              3,080,000                  3,022,312
Poway Unified School District Special Tax
    Refunding Bonds Community Facilities
    District 1 (MBIA Insured)
        10-01-23                                                 4.75              2,500,000                  2,253,425
Rancho Cucamonga Redevelopment Agency
    Allocation Pre-refunded Bonds Series 1990
    (MBIA Insured)
        09-01-19                                                 7.13              3,540,000                  3,633,244
Rancho Mirage Joint Powers Finance Authority
    Certificate of Participation Eisenhower Memorial Hospital
        03-01-22                                                 7.00              4,250,000                  4,630,418
Redding Redevelopment Agency Tax Allocation
    Refunding Bonds Canby Hilltop Cypress
    Series D (CGIC Insured)
        09-01-23                                                 5.00              4,700,000                  4,435,437
Redwood City Elementary School District Capital
    Appreciation General Obligation Bonds
    San Mateo County Zero Coupon
    Series 1997 (FGIC Insured)
        08-01-20                                                 5.65              5,475,000(e)               1,722,545
Richmond Elementary School District
    Lassen County General Obligation Bonds
    Series 1996
        08-01-21                                                 6.50                649,000                    688,219
Richmond Joint Powers Financing Authority
    Leases and Gas Tax Refunding Revenue Bonds
    Series 1995A
        05-15-13                                                 5.25              2,000,000                  1,982,380
Rural Home Mortgage Financing Authority Single Family Mortgage Revenue Bonds
    3rd Series 1997A (GNMA Insured) A.M.T.
        09-01-29                                                 7.00              1,425,000                  1,579,769
Rural Home Mortgage Financing Authority Single Family Mortgage Revenue Bonds
    4th Series 1998B (FNMA/GNMA Insured) A.M.T.
        12-01-29                                                 5.75              1,455,000                  1,557,156
Sacramento Cogeneration Authority
    Pre-refunded Revenue Bonds
    Procter & Gamble
        07-01-10                                                 6.38                500,000                    556,215
Sacramento Cogeneration Authority
    Unrefunded Revenue Bonds
    Procter & Gamble
        07-01-10                                                 6.38                500,000                    547,625
Sacramento County Certificates of Participation
    (AMBAC Insured)
        10-01-17                                                 4.75              1,500,000                  1,381,050
Sacramento County Certificates of Participation
    Refunding Bonds Public Facilities (AMBAC Insured)
        10-01-27                                                 4.75              2,000,000                  1,788,620
Sacramento Municipal Utility District Pre-refunded Bonds
    Series Y (MBIA Insured)
        09-01-19                                                 6.75              3,400,000                  3,662,752
Sacramento Power Authority Cogeneration
    Revenue Bonds Campbell Soup Series 1995
        07-01-22                                                 6.00              1,000,000                  1,024,430
San Diego Community Facilities District 1
    Special Tax (MBIA Insured)
        09-01-20                                                 4.75              2,000,000                  1,815,940
San Diego County Capital Asset Lease
    Certificate of Participation
    Series 1993 Inverse Floater (AMBAC Insured)
        09-01-07                                                 7.47              3,200,000(f)               3,572,000
San Diego County Water Authority
    Revenue Bonds Certificates of Participation
    Series 1998A (FGIC Insured)
        05-01-24                                                 4.50              2,500,000                  2,145,300
San Francisco City & County Airport Commission
    International Airport Revenue Bonds Issue 15B
    2nd Series 1998 (MBIA Insured)
        05-01-20                                                 4.90              2,000,000                  1,852,120
        05-01-25                                                 4.50              1,500,000                  1,290,615
San Joaquin County Certificate of Participation
    Jail & Sheriff's Operation Center (MBIA Insured)
        11-15-15                                                 6.75              2,000,000                  2,065,780
San Jose Redevelopment Agency Merged Area
    Redevelopment Tax Allocation Bonds
    Series 1993 (MBIA Insured)
        08-01-24                                                 4.75              3,055,000                  2,752,738
San Jose Redevelopment Agency Merged Area
    Redevelopment Tax Allocation Bonds
    Series 1999 (AMBAC Insured)
        08-01-23                                                 4.75              1,000,000                    898,040
San Jose Redevelopment Agency Merged Area
    Tax Allocation Bonds Series 1993 Inverse Floater
    (MBIA Insured)
        08-01-14                                                 7.41              3,000,000(f)               3,108,750
San Rafael Redevelopment Agency Tax Allocation
    Capital Appreciation Bonds Zero Coupon
    (AMBAC Insured)
        12-01-18                                                 5.58              1,440,000(e)                 496,411
        12-01-19                                                 5.58              1,440,000(e)                 468,058
        12-01-20                                                 5.60              1,440,000(e)                 441,158
        12-01-21                                                 5.60              1,440,000(e)                 414,994
        12-01-22                                                 5.60              2,070,000(e)                 563,330
San Ysidro School District General Obligation Bonds
    San Diego County Series 1997 (AMBAC Insured)
        08-01-21                                                 6.13              1,000,000                  1,087,540
Santa Clara County Mountain View
    Los Altos Union High School District Unlimited Tax
    General Obligation Bonds Series A
        08-01-15                                                 5.75              1,200,000                  1,257,576
Santa Cruz Certificate of Participation
        08-01-07                                                 8.38              1,140,000                  1,161,113
Santa Monica-Malibu Unified School District
    Capital Appreciation General Obligation Bonds
    Los Angeles County Zero Coupon Series 1999
    (FGIC Insured)
        08-01-22                                                 5.38              7,300,000(e)               2,042,978
Santa Nella County Water District Improvement
    Limited Obligation Refunding Improvement Bonds
    Series 1998
        09-02-28                                                 6.25              2,500,000                  2,405,825
Sierra Madre Finance Authority Water & Sewer
    Refunding Revenue Bonds Series 1998A (MBIA Insured)
        11-01-18                                                 5.00              2,010,000                  1,932,756
South Tahoe Joint Powers Financing Authority
    Refunding Revenue Bonds Series 1995B
        10-01-20                                                 6.25              2,700,000                  2,808,999
South Whittier Elementary School District
    Unlimited Tax General Obligation Capital
    Appreciation Bonds Zero Coupon
    Series 1998A (FGIC Insured)
        08-01-15                                                 5.15                300,000(e)                 126,717
        08-01-16                                                 5.15                500,000(e)                 198,850
Southern California Home Financing Authority
    Single Family Mortgage Revenue Bonds 1990B
    (GNMA Insured) A.M.T.
        03-01-24                                                 7.75                400,000                    414,840
Southern California Metropolitan Water District
    Waterworks Revenue Bonds Series 1998A
        07-01-22                                                 4.75              3,750,000                  3,399,038
Southern California Public Power Authority Transmission
    Special Bonds
        07-01-12                                                 6.00              2,700,000                  2,852,334
State Department Water Resource
    Water Systems Revenue Bonds Center Valley
    Series 1995O
        12-01-18                                                 4.75              2,000,000                  1,844,720
State Department Water Resource
    Water Systems Revenue Bonds Central Valley
    Series L
        12-01-23                                                 5.50              3,000,000                  2,999,850
State Education Facility Authority
    Revenue Bonds Pomona College
        02-15-17                                                 6.00              3,000,000                  3,141,330
State Education Facility Authority
    Revenue Bonds Series 1997B
        04-01-21                                                 6.30              1,000,000                  1,049,650
State Health Facility Finance Authority
    Pre-refunded Revenue Bonds
    St. Joseph Health System Series 1989A
        07-01-14                                                 6.90              3,500,000                  3,570,315
State Pollution Control Finance Authority Pollution Control
    Revenue Bonds Southern California Edison
    Series 1988A A.M.T.
        09-01-06                                                 6.90              2,000,000                  2,048,640
State Public Works Board California Community
    Colleges Lease Pre-refunded Revenue Bonds
    Series 1994B
        03-01-19                                                 7.00              2,000,000                  2,259,800
State Public Works Board Lease Revenue Bonds
    Department of Correction Substance Abuse Treatment
    Facility & State Prison at Corcoran Series 1996A
    (AMBAC Insured)
        01-01-21                                                 5.25              1,870,000                  1,839,239
State Public Works Board University of California Lease
    Pre-refunded Revenue Bonds Series 1990A
        09-01-15                                                 7.00              2,250,000                  2,384,550
State University Refunding Revenue Bonds
    Series C (AMBAC Insured)
        09-01-23                                                 5.00              2,000,000                  1,890,000
State Unlimited Tax General Obligation Bonds
    (Secondary FGIC Insured)
        09-01-23                                                 4.75              1,325,000                  1,199,470
State Unlimited Tax General Obligation Refunding Bonds
        02-01-21                                                 5.00              3,000,000                  2,829,750
State Unlimited Tax General Obligation Refunding Bonds
    (MBIA Insured)
        10-01-28                                                 4.50              6,250,000                  5,273,749
Statewide Communities Services Authority
    Water & Wastewater Revenue Bonds
    Pooled Financing Program Series 1999A (FSA Insured)
        10-01-25                                                 5.00              1,000,000                    942,790
Statewide Community Development Authority
    Certificate of Participation San Diego State University
    Student Residence Series 1998A (MBIA Insured)
        06-01-20                                                 5.00              1,500,000                  1,423,470
Statewide Community Development Authority
    Revenue Certificate of Participation
    St. Joseph Health System Group
        07-01-15                                                 6.50              5,500,000                  6,117,814
Stockton Single Family Mortgage Revenue Bonds
    Series 1990A (GNMA Insured) A.M.T.
        02-01-23                                                 7.50                 90,000                     96,777
University of Southern California Educational
    Facilities Authority Pre-refunded Revenue Bonds
    Series 1989B
        10-01-15                                                 6.75              5,000,000                  5,136,249
Upland Certificate of Participation Water System
    Refunding Bonds (FGIC Insured)
        08-01-16                                                 6.60              1,000,000                  1,070,070
West Sacramento Financing Authority
    Special Tax Revenue Bonds Series 1999F
        09-01-29                                                 6.10              3,000,000                  2,864,700
West Sacramento Redevelopment Agency
    Tax Allocation Bonds (MBIA Insured)
        09-01-20                                                 4.75              2,780,000                  2,546,925

Total municipal bonds
(Cost: $249,933,404)                                                                                       $264,125,212


Municipal note (0.4%)
Issuer(b,c,h)                                               Effective               Amount                    Value(a)
                                                              yield               payable at
                                                                                   maturity
State Health Facilities Finance Authority
    Revenue Bonds Sutter Health V.R.
    Series 1990B (AMBAC Insured)
        03-01-20                                                 2.90%            $1,000,000                 $1,000,000

Total municipal note
(Cost: $1,000,000)                                                                                           $1,000,000

Total investments in securities
(Cost: $250,933,404)(i)                                                                                    $265,125,212

</TABLE>

<PAGE>

Notes to investments in securities

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

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

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

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

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

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

Type of security                                              Notional amount

Purchase contracts
Municipal Bonds, Sept. 1999                                     $7,000,000

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

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

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

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

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

Unrealized appreciation                                     $16,476,856
Unrealized depreciation                                     (2,311,298)
                                                            ----------
Net unrealized appreciation                                 $14,165,558

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Massachusetts Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.7%)
Name of issuer and                                           Coupon                Principal                  Value(a)
title of issue(b,c)                                           rate                  amount

Bay Transportation Authority
    General Transportation System
    Refunding Bonds Series 1992B
<S>     <C>   <C>                                                <C>              <C>                        <C>
        03-01-16                                                 6.20%            $1,500,000                 $1,655,115
Bay Transportation Authority
    Pre-refunded Revenue Bonds
    Series 1992B (FSA Insured)
        03-01-21                                                 5.50                 15,000                     15,585
Bay Transportation Authority
    Unrefunded Revenue Bonds
    Series 1992B (FSA Insured)
        03-01-21                                                 5.50                485,000                    484,350
Boston City Hospital Pre-refunded Revenue Bonds
    Series A (FHA Insured)
        02-15-21                                                 7.63              1,000,000                  1,061,620
Boston City Hospital Refunding Revenue Bonds
    Series B (FHA Insured)
        02-15-23                                                 5.75              3,000,000                  3,032,189
Boston General Obligation Bonds
    Series 1991A (MBIA Insured)
        07-01-11                                                 6.75                500,000                    535,350
Boston General Obligation Refunding Bonds
    Series 1993A (AMBAC Insured)
        02-01-09                                                 5.65              1,500,000                  1,562,805
Boston Industrial Development Financing Authority
    Revenue Bonds Massachusetts College of Pharmacy
    Series 1993A (Connie Lee Insured)
        10-01-26                                                 5.25              1,000,000                    956,660
Boston Water & Sewer Commission
    General Pre-refunded Revenue Bonds
    Senior Series 1991A (FGIC Insured)
        11-01-18                                                 7.00              1,000,000(e)               1,084,200
Boston Water & Sewer Commission
    General Revenue Bonds
    Series 1998D (FGIC Insured)
        11-01-22                                                 4.75              1,000,000                    898,370
Commonwealth General Obligation Consolidated Loan
    Pre-refunded Bonds
    Series 1990A (FGIC Insured)
        03-01-09                                                 7.25                500,000                    522,595
Haverhill City Unlimited Tax General Obligation Bonds
    Series 1997 (FGIC Insured)
        06-15-17                                                 5.00              1,000,000                    957,680
Health & Educational Facilities Authority
    Pre-refunded Bonds Northeastern University
    Series 1989C (AMBAC Insured)
        10-01-06                                                 7.10              1,000,000                  1,028,570
Health & Educational Facilities Authority
    Pre-refunded Bonds Northeastern University
    Series E (MBIA Insured)
        10-01-22                                                 6.55              1,000,000                  1,075,760
Health & Educational Facilities Authority
    Pre-refunded Revenue Bonds
    Stonehill College Series 1990D (AMBAC Insured)
        07-01-20                                                 7.70              1,000,000                  1,060,860
Health & Educational Facilities Authority
    Pre-refunded Revenue Bonds
    Wentworth Institute of Technology
    Series A (AMBAC Insured)
        04-01-10                                                 7.40                750,000                    786,968
Health & Educational Facilities Authority
    Refunding Revenue Bonds
    Beth Israel Hospital Series 1989E
        07-01-09                                                 7.00                300,000                    306,363
        07-01-14                                                 7.00                250,000                    255,218
Health & Educational Facilities Authority
    Revenue Bonds Berkshire Health Systems
    Series C
        10-01-11                                                 5.90              1,000,000                  1,010,980
Health & Educational Facilities Authority
    Revenue Bonds Brigham & Women's Hospital
    Series 1991D
        07-01-24                                                 6.75              1,000,000                  1,069,700
Health & Educational Facilities Authority
    Revenue Bonds Cape Cod Health System
    Series 1993A (Connie Lee Insured)
        11-15-21                                                 5.25              2,500,000                  2,385,925
Health & Educational Facilities Authority
    Revenue Bonds Charlton Memorial Hospital
    Series 1991B
        07-01-13                                                 7.25              1,750,000                  1,884,418
Health & Educational Facilities Authority
    Revenue Bonds Holyoke Hospital
    Series B
        07-01-15                                                 6.50              1,000,000                  1,038,070
Health & Educational Facilities Authority
    Revenue Bonds New England Deaconess Hospital
    Series 1992D
        04-01-12                                                 6.63              1,000,000                  1,078,540
Health & Educational Facilities Authority
    Revenue Bonds Newton Wellesley Hospital
    Series 1991D (MBIA Insured)
        07-01-15                                                 7.00              1,000,000                  1,074,460
Health & Educational Facilities Authority
    Revenue Bonds South Shore Hospital
    Series 1992D (MBIA Insured)
        07-01-22                                                 6.50              1,000,000                  1,067,550
Health & Educational Facilities Authority
    Revenue Bonds Suffolk University
    Series B (Connie Lee Insured)
        07-01-22                                                 6.35              2,495,000                  2,649,565
Industrial Finance Agency Assumption College
    Revenue Bonds Series 1996 (Connie Lee Insured)
        07-01-26                                                 6.00              1,000,000                  1,036,560
Industrial Finance Agency Hampshire College
    Revenue Bonds Series 1997
        10-01-17                                                 5.80              1,105,000                  1,078,182
Industrial Finance Agency Pollution Control
    Refunding Revenue Bonds Eastern Edison
    Series 1993
        08-01-08                                                 5.88              2,000,000                  2,023,300
Industrial Finance Agency Resource Recovery
    Revenue Bonds SEMASS Series 1991A
        07-01-15                                                 9.00              1,500,000                  1,642,440
Industrial Finance Agency Revenue Bonds
    Museum of Science Series 1989 (FSA Insured)
        11-01-09                                                 7.30                800,000                    826,160
Leominster General Obligation Bonds (MBIA Insured)
        04-01-09                                                 7.50              1,000,000                  1,050,030
Mansfield General Obligation Bonds (AMBAC Insured)
        11-15-11                                                 6.70              1,000,000                  1,077,590
Municipal Wholesale Electric Power
    Supply System Pre-refunded Revenue Bonds
    Series 1992B
        07-01-17                                                 6.75              1,395,000                  1,518,583
Municipal Wholesale Electric Power
    Supply System Refunding Revenue Bonds
    Series 1994B (MBIA Insured)
        07-01-11                                                 4.75              1,750,000                  1,659,368
Municipal Wholesale Electric Power
    Supply System Revenue Bonds
    Special Parts & Inflows (AMBAC Insured)
        07-01-18                                                 5.45              1,600,000                  1,586,912
Nantucket General Obligation Bonds
        12-01-11                                                 6.80              1,000,000                  1,080,400
New Bedford General Obligation Bonds
    Series 1995 (AMBAC Insured)
        10-15-15                                                 5.50                700,000                    707,364
North Andover General Obligation Bonds (MBIA Insured)
        09-15-08                                                 7.35                310,000                    331,570
North Andover Unlimited Tax General
    Obligation Municipal Purpose Loan Bonds
    Series 1998 (FGIC Insured)
        01-15-18                                                 4.75              1,000,000                    916,740
North Attleborough Unlimited General Obligation Bonds
    Series 1997 (AMBAC Insured)
        03-01-17                                                 5.25              1,000,000                    987,460
Port Authority Revenue Bonds
    Series 1990A (FGIC Insured) A.M.T.
        07-01-20                                                 7.50              1,000,000                  1,050,930
Southeastern University Building Refunding Revenue Bonds
    Series A (AMBAC Insured)
        05-01-16                                                 5.75              1,250,000                  1,291,250
Southern Berkshire Regional School District Unlimited Tax
    General Obligation Pre-refunded Bonds (AMBAC Insured)
        04-15-10                                                 7.55              1,000,000                  1,052,150
State Development Finance Agency
    Private School Revenue Bonds
    Series 1998
        11-01-18                                                 5.88                500,000                    481,790
State Development Finance Agency
    Revenue Bonds 1st Mortgage
    Berkshire Retirement Community
    Lennox Series 1999
        07-01-29                                                 5.63              1,500,000                  1,416,195
State Development Finance Agency
    Revenue Bonds Boston University
    Series 1999P
        05-15-29                                                 6.00              1,500,000                  1,572,990
State Development Finance Agency
Revenue Bonds Landmark School
    Series 1999 (Asset Guaranty)
        06-01-29                                                 5.25              1,000,000                    952,210
State Development Finance Agency
    Revenue Bonds Suffolk University
    Series 1999
        07-01-29                                                 5.85              1,000,000                    993,000
State Development Finance Authority
    Revenue Bonds Boston Biomedical Research Institute
        02-01-29                                                 5.75              1,000,000                    957,530
State Education Loan Authority
    Educational  Loan Revenue Bonds
    Issue E Series B (AMBAC Insured) A.M.T.
        01-01-12                                                 6.00                815,000                    848,977
State General Obligation Consolidated Loan Bonds
    Series 1991A (FGIC Insured)
        06-01-11                                                 6.00              1,095,000                  1,134,891
State Health & Education Facilities Authority
    College Revenue Bonds Brandeis University
    Series 1998I (MBIA Insured)
        10-01-28                                                 4.75              1,000,000                    887,470
State Health & Education Facilities Authority
    Hospital Revenue Bonds Harvard Pilgrim Health
    Series 1998A (FSA Insured)
        07-01-22                                                 4.75              1,000,000                    893,190
State Health & Education Facilities Authority
    Hospital Revenue Bonds Milford-Whitinsville
    Regional Hospital Series 1998C
        07-15-28                                                 5.38              1,065,000                    976,680
State Health & Education Facilities Authority
    Pre-refunded Revenue Bonds Boston College
    Series 1991J (FGIC Insured)
        07-01-21                                                 6.63              1,940,000                  2,068,661
State Health & Education Facilities Authority
    Pre-refunded Revenue Bonds Melrose-Wakefield
    Hospital Series 1992B
        07-01-16                                                 6.38              1,000,000                  1,076,940
State Health & Education Facilities Authority
    Refunding Revenue Bonds Caritas Christi
    Obligated Group Series 1999A
        07-01-15                                                 5.70              1,000,000                    976,440
State Health & Education Facilities Authority
    Revenue Bonds Boston College Series L
        06-01-31                                                 4.75              2,000,000                  1,735,140
State Health & Education Facilities Authority
    Revenue Bonds North Adams Regional Hospital
    Series C
        07-01-18                                                 6.63              1,000,000                  1,055,080
State Health & Education Facilities Authority
    Revenue Bonds South Shore Hospital
    Series 1999F
        07-01-29                                                 5.75              1,000,000                    994,340
State Health & Education Facilities Authority
    Revenue Bonds Southcoast Health System
    Series 1998A (MBIA Insured)
        07-01-27                                                 4.75              1,000,000                    879,260
State Health & Education Facilities Authority
    Revenue Bonds Valley Regional Health System
    Series 1994C (Connie Lee Insured)
        07-01-18                                                 5.75              1,000,000                  1,017,270
State Health & Education Facilities Authority
    Revenue Bonds Vinfen Corporation
    Series 1998A (ACA Insured)
        11-15-28                                                 5.30                500,000                    467,565
State Health & Education Facilities Authority
    Unrefunded Revenue Bonds Boston College
    Series 1991J (FGIC Insured)
        07-01-21                                                 6.63                 60,000                     63,674
State Housing Authority Residential
    Development Bonds Series 1992A (FNMA Insured)
        11-15-11                                                 6.88              1,000,000                  1,074,720
State Industrial Finance Agency Assisted Living
    Facility Revenue Bonds Marina Bay LLC
    Series 1997 A.M.T.
        12-01-27                                                 7.50              1,000,000                  1,065,530
State Industrial Finance Agency Assisted Living
    Facility Revenue Bonds Newton Group Properties LLC
    Series 1997 A.M.T.
        09-01-27                                                 8.00              1,160,000                  1,276,162
State Industrial Finance Agency College Revenue
    Bonds Tufts University Series 1998H (MBIA Insured)
        02-15-28                                                 4.75              1,000,000                    888,490
State Industrial Finance Agency Miscellaneous
    Revenue Bonds Cambridge Friends School
    Series 1998
        09-01-28                                                 5.80                700,000                    677,019
State Industrial Finance Agency School Bonds
    St. John's High School of Worcester County
    Series 1998
        06-01-28                                                 5.35                500,000                    462,035
State Turnpike Authority Metro Highway System
    Senior Lien Revenue Bonds Toll Road
    Series 1997A (MBIA Insured)
        01-01-37                                                 5.00              2,000,000                  1,818,500
State Water Resource Authority Revenue Bonds
    Series 1992A (Secondary MBIA Insured)
        07-15-22                                                 5.50              1,100,000                  1,140,095
University of Massachusetts Building Authority
    Revenue Bonds Escrowed to Maturity
        05-01-11                                                 7.50                105,000                    120,464
Water Resource Authority General
    Pre-refunded Revenue Bonds Series 1990A
        04-01-14                                                 7.63                500,000                    525,475
Water Resource Authority General
    Pre-refunded Revenue Bonds Series 1991A
        12-01-19                                                 6.50              1,000,000                  1,075,000
Water Resource Authority General
    Revenue Bonds Series B (MBIA Insured)
        03-01-22                                                 5.00              1,365,000                  1,278,759
Worcester General Obligation Refunding Bonds
    Series 1995G (MBIA Insured)
        07-01-15                                                 5.30              1,000,000                    999,570
Worcester Unlimited Tax General
    Obligation Bonds Series 1998A (FSA Insured)
        07-01-17                                                 4.90              1,000,000                    936,320

Total municipal bonds
(Cost: $82,669,770)                                                                                         $86,243,887

Municipal note (1.5%)
Issuer(c,d)                                                 Effective               Amount                    Value(a)
                                                              yield               payable at
                                                                                   maturity

State Health & Education Facility
    Capital Asset V.R.
        01-01-35                                                 3.35%            $1,300,000                 $1,300,000

Total municipal note
(Cost: $1,300,000)                                                                                           $1,300,000

Total investments in securities
(Cost: $83,969,770)(f)                                                                                      $87,543,887

</TABLE>

<PAGE>

Notes to investments in securities

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

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

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

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

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

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

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

Type of security                                Notional amount

Purchase contracts
Municipal Bonds, Sept. 1999                          $5,500,000

(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$83,969,770 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                                            $4,458,677
Unrealized depreciation                                              (884,560)
Net unrealized appreciation                                        $3,574,117


<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Michigan Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.4%)
Name of issuer and                                              Coupon             Principal                  Value(a)
title of issue(b,c)                                              rate               amount

Anchor Bay School District Unlimited Tax General
    Obligation Refunding Bonds (FGIC Insured)
<S>     <C>   <C>                                                <C>              <C>                        <C>
        05-01-26                                                 4.75%            $1,870,000                 $1,667,124
Auburn Hills Limited Tax General Obligation
    Street Improvement Bonds
        05-01-04                                                 6.00                200,000(e)                 204,546
Battle Creek Calhoun County Downtown
    Development Authority Pre-refunded Bonds
    Series 1994
        05-01-22                                                 7.65              1,250,000                  1,431,225
Belding Area Schools Unlimited Tax General
    Obligation Refunding Bonds Series 1998
    (AMBAC Insured)
        05-01-26                                                 5.00              1,000,000                    934,190
Buena Vista School District Saginaw County
    School Building & Site Unlimited Tax
    General Obligation Pre-refunded Bonds Series 1991
        05-01-16                                                 7.20              1,500,000                  1,611,135
Central Michigan University Revenue Bonds
    Series 1997 (FGIC Insured)
        10-01-26                                                 5.50                750,000                    792,278
Central Michigan University Revenue Bonds
    Series 1998 (FGIC Insured)
        10-01-27                                                 5.00              1,000,000                    932,700
Chippewa County Hospital Financial Authority
    Hospital Refunding Revenue Bonds
    Chippewa County War Memorial Hospital
    Series 1997B
        11-01-14                                                 5.63                500,000                    487,185
Chippewa Valley School District Unlimited Tax
    General Obligation Bonds (FGIC Insured)
        05-01-21                                                 5.00              1,000,000                    940,450
Concord Academy Certificate of Participation Series 1998
        10-01-19                                                 7.00              1,000,000                    959,210
Detroit Downtown Development Authority
    Development Area Project 1 Junior Lien
    Tax Increment Refunding Bonds Series 1996D
        07-01-25                                                 6.50              1,000,000                  1,116,980
Detroit Sewer Disposal Revenue Bonds (FGIC Insured)
        07-01-23                                                 5.70              2,000,000                  2,098,444
Detroit Unlimited Tax General Obligation Bonds
    Series 1995A
        04-01-15                                                 6.80              1,000,000(e)               1,119,850
Detroit Unlimited Tax General Obligation
    Bonds Series 1999A (FSA Insured)
        04-01-19                                                 5.00              1,000,000                    941,280
Detroit Water Supply System Second Lien
    Revenue Bonds Series 1995A (MBIA Insured)
        07-01-25                                                 5.50              1,500,000                  1,495,875
East Lansing School District School Building & Site
    Unlimited Tax General Obligation
    Pre-refunded Bonds Series 1991
        05-01-14                                                 6.63              1,000,000                  1,063,210
Eaton Rapids Public Schools Unlimited Tax
    General Obligation Refunding Bonds (MBIA Insured)
    Series 1999
        05-01-25                                                 4.75              1,000,000                    893,340
Farmington Hills Hospital Finance Authority
    Revenue Bonds Botsford General Hospital
    Series 1992A (MBIA Insured)
        02-15-22                                                 6.50              1,500,000                  1,610,745
Ferris State University Board of Trustees
    General Refunding Revenue Bonds
    Series 1995 (MBIA Insured)
        10-01-20                                                 5.25              1,000,000                    970,020
Forest Hills School District Unlimited Tax
    General Obligation Pre-refunded Bonds
        05-01-15                                                 7.38              1,000,000                  1,041,620
Fowlerville Community Schools Unlimited Tax
    General Obligation Refunding Bonds (FSA Insured)
    Series 1999
        05-01-26                                                 4.75              1,000,000                    891,510
Garden City Hospital Finance Authority
    Hospital Revenue Bonds Series 1998
        09-01-17                                                 5.75              1,000,000                    940,880
Genesee County General Obligation Bonds
    Sewer Disposal System Series A (AMBAC Insured)
        04-01-15                                                 5.40              1,400,000                  1,408,022
Gogebic County Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Grandview Health System Series 1999
        10-01-16                                                 5.88              1,000,000                    959,620
Grand Ledge Public Schools Unlimited Tax General Obligation
    Refunding Bonds Eaton, Clinton & Ionia Counties
    Series 1995 (MBIA Insured)
        05-01-24                                                 5.38              2,000,000                  1,968,859
Grand Rapids Community College Limited Tax
    General Obligation Bonds Series 1996 (MBIA Insured)
        05-01-19                                                 5.38              1,000,000                    993,290
Grand Rapids Sanitary Sewer System Refunding
    Revenue Bonds Series 1998A (FGIC Insured)
        01-01-28                                                 4.75              1,000,000                    892,680
Grand Rapids Tax Increment Revenue Bonds
    Series 1994 (MBIA Insured)
        06-01-24                                                 6.88                380,000                    420,364
Grand Rapids Water Supply System Improvement
    Pre-refunded Revenue Bonds Series 1990 (FGIC Insured)
        01-01-20                                                 7.25              1,000,000                  1,039,050
Holly Area School District Unlimited Tax
    General Obligation Refunding Bonds (FGIC Insured)
    Series 1999
        05-01-25                                                 4.75              1,000,000                    893,340
Inkster School District Unlimited Tax General Obligation
    Pre-refunded Bonds (AMBAC Insured)
        05-01-18                                                 7.00                450,000                    469,805
Iosco County Water Supply System Limited Tax
    General Obligation Bonds (AMBAC Insured)
        05-01-08                                                 5.50                175,000                    178,836
        05-01-09                                                 5.50                200,000                    204,344
        05-01-10                                                 5.50                200,000                    204,296
Kalamazoo Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Bronson Methodist Hospital Series 1998 (MBIA Insured)
        05-15-18                                                 5.25                500,000                    481,990
Lake Orion School District General Obligation Bonds
    (AMBAC Insured)
        05-01-20                                                 5.50              1,000,000                  1,000,480
Lincoln Park School District Wayne County
    School Building & Site Unlimited Tax
    General Obligation Bonds (FGIC Insured)
        05-01-26                                                 5.90              1,000,000                  1,079,110
Monroe County  Pollution  Control  Revenue Bonds
    Detroit  Edison Fermi 2 Plants
    Series CC (AMBAC Insured) A.M.T.
        12-01-19                                                 7.50              1,750,000                  1,826,615
Monroe County Pollution Control Revenue Bonds
    Detroit Edison Fermi Plants Series
    1990I (FGIC Insured) A.M.T.
        09-01-20                                                 7.65              1,000,000                  1,057,000
Northville Public Schools Unlimited Tax
    General Obligation Bonds Series 1991B
        05-01-08                                                 7.00              1,500,000                  1,604,670
Ovid-Elsie School District Unlimited Tax
    General Obligation Bonds (Secondary MBIA Insured)
        05-01-21                                                 5.60              1,000,000                  1,062,500
Redford General Obligation Bonds (MBIA Insured)
        04-01-16                                                 5.25              1,450,000                  1,462,992
Richmond Limited Obligation Refunding Revenue Bonds
    K mart Series A
        01-01-07                                                 6.63                530,000                    554,407
Rockford Public Schools Kent County Unlimited Tax
    General Obligation Pre-refunded Revenue Bonds
        05-01-19                                                 7.38              1,000,000                  1,040,850
Romulus Township School District Unlimited Tax
    General Obligation Refunding Bonds (FGIC Insured)
        05-01-22                                                 5.75              2,500,000                  2,551,874
Schoolcraft Community School District
    Kalamazoo County School Building
    & Site Unlimited General Obligation Bonds
    Series 1996 (FGIC Insured)
        05-01-26                                                 5.38              1,000,000                  1,041,760
South Lake District Unlimited Tax General Obligation
    Pre-refunded Bonds
        05-01-10                                                 6.80                355,000                    377,401
South Redford School District Unlimited General
    Obligation Bonds Series 1996 (FGIC Insured)
        05-01-22                                                 5.50              1,000,000                  1,032,080
State Building Authority Refunding
    Revenue Bonds Series 1991I
        10-01-20                                                 6.25              2,200,000                  2,315,389
State Hospital Finance Authority
    Hospital Pre-refunded Revenue Bonds
    McLaren Obligated Group Series 1991A
        09-15-21                                                 7.50              1,750,000                  1,906,239
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Detroit Medical Center Series 1988A
        08-15-12                                                 8.13                 90,000                     91,688
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Detroit Medical Center Series A
        08-15-13                                                 6.25              1,200,000                  1,189,908
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Memorial Healthcare Center
    Obligated Group Series 1999
        11-15-21                                                 5.88              1,000,000                    996,840
State Hospital Finance Authority
    Hospital Refunding Revenue Bonds
    Sinai Hospital of Greater Detroit Series 1995
        01-01-26                                                 6.70              1,000,000                  1,023,380
State Hospital Finance Authority
    Pre-refunded Revenue Bonds
    Henry Ford Hospital Series 1990A
        07-01-10                                                 7.00              1,000,000                  1,053,410
State Hospital Finance Authority
    Pre-refunded Revenue Bonds
    Oakwood Hospital Group Series 1990A (FGIC Insured)
        07-01-18                                                 7.10              1,000,000                  1,054,300
State Hospital Finance Authority
    Refunding Revenue Bonds
    Presbyterian Villages Obligated Group Series 1995
        01-01-25                                                 6.50              1,000,000                  1,044,420
State Hospital Finance Authority Revenue Bonds
    Central Michigan Community Hospital
        10-01-27                                                 6.25              1,000,000                  1,029,240
State Hospital Finance Authority Revenue Bonds
    Presbyterian Villages of Michigan
    Obligated Group Series 1997
        01-01-25                                                 6.38                700,000                    727,013
State Hospital Finance Authority Revenue Bonds
    St. John's Hospital & Medical Center (AMBAC Insured)
        05-15-26                                                 5.25              1,400,000                  1,337,854
State Public Power Agency Belle River
    Refunding Revenue Bonds Series A
        01-01-18                                                 5.25              1,000,000                    970,070
State Strategic Fund Limited Tax Obligation Refunding
    Revenue Bonds Detroit Edison
    Series 1990BB (MBIA Insured)
        07-15-08                                                 7.00              1,000,000                  1,146,380
State Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds Detroit Edison
    Series 1992BB (FGIC Insured)
        02-15-16                                                 6.50              1,500,000                  1,590,870
State Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds Ford Motor
    Series 1991A
        02-01-06                                                 7.10              1,650,000(e)               1,855,986
State Strategic Fund Limited Tax Obligation Refunding
    Revenue Bonds Great Lakes Pulp & Fibre
    Series 1994 A.M.T.
        12-01-27                                                 5.00                641,479                    449,035
State Strategic Fund Limited Tax Obligation
    Refunding Revenue Bonds
    Oxford Institute Escrowed to Maturity
        08-15-05                                                 7.88                150,000                    165,758
State Strategic Fund Nursing Home
    Revenue Bonds Holland Home Series 1998
        11-15-28                                                 5.75              1,000,000                    938,130
State Trunk Line Refunding Revenue Bonds
    Series 1998A (MBIA Insured)
        11-01-20                                                 4.75              1,000,000                    905,250
State Trunk Line Revenue Bonds Series 1994A (FGIC Insured)
        11-15-20                                                 5.75              1,065,000                  1,146,228
State University Revenue Bonds Series A
        08-15-22                                                 5.50                560,000                    579,757
Summit Academy Certificates of Participation
    Junior High School Facility Series 1999
        09-01-29                                                 7.00                695,000                    670,446
Summit Academy Certificates of Participation Series 1998
        09-01-18                                                 7.00              1,110,000                  1,076,878
Troy City Downtown Development Authority
    Oakland County Development Bonds
    Series 1995A (Asset Guaranty)
        11-01-18                                                 6.38              1,500,000                  1,611,015
Van Buren Township Tax Increment Revenue Bonds
    Series 1994
        10-01-16                                                 8.40              1,000,000                  1,117,110
Wayne Charter County Airport Revenue Bonds
    Detroit Metropolitan Airport Series 1998A
    (MBIA Insured) A.M.T.
        12-01-28                                                 5.00              2,000,000                  1,827,820
Wayne Charter County Airport Revenue Bonds Detroit  Metropolitan  Airport Series
    1990A (AMBAC Insured) A.M.T.
        12-01-20                                                 7.00              1,080,000                  1,139,303
Wayne State University Revenue Bonds
    University Board of Govenors (FGIC Insured)
        11-15-29                                                 5.13              1,000,000                    942,060

Total municipal bonds
(Cost: $77,257,899)                                                                                         $81,851,809

 Municipal note (0.1%)
Issuer(c,d)                                                 Effective               Amount                    Value(a)
                                                              yield               payable at
                                                                                   maturity

Regents of the University of Michigan Hospital
    Revenue Bonds V.R. Series A
        12-01-19                                                 3.45%              $100,000                   $100,000

Total municipal note
(Cost: $100,000)                                                                                               $100,000

Total investments in securities
(Cost: $77,357,899)(f)                                                                                      $81,951,809

</TABLE>

<PAGE>

Notes to investments in securities

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

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

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

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

A.M.T.      --     Alternative Minimum Tax-- As of June 30, 1999, the value of
                   securities subject to alternative minimum tax represented
                   7.57% of net assets.
B.A.N.      --     Bond Anticipation Note
C.P.        --     Commercial Paper
R.A.N.      --     Revenue Anticipation Note
T.A.N.      --     Tax Anticipation Note
T.R.A.N.    --     Tax & Revenue Anticipation Note
V.R.        --     Variable Rate
V.R.D.B.    --     Variable Rate Demand Bond
V.R.D.N.    --     Variable Rate Demand Note

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

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

Type of security                                           Notional amount

Purchase contracts
Municipal Bonds, Sept. 1999                                     $6,000,000

(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$77,357,899 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                          $5,362,724
Unrealized depreciation                            (768,814)
                                                   --------
Net unrealized appreciation                      $4,593,910


<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Minnesota Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (95.6%)
Name of issuer and                                              Coupon            Principal                  Value(a)
title of issue(b,c)                                              rate              amount

Albert Lea Independent School District 241
    Unlimited Tax General Obligation Bonds
    Series 1998 (MBIA Insured)
<S>     <C>   <C>                                                <C>              <C>                        <C>
        02-01-16                                                 4.80%            $2,555,000                 $2,401,112
Anoka County Resource Recovery Revenue Bonds
    Northern States Power Series 1985
        12-01-08                                                 7.15              3,750,000                  3,860,738
Becker Pollution Control Revenue Bonds Northern
    States Power Sherburne County Generating Station
    Units 1 & 2 Series 1987A
        12-01-05                                                 7.25              2,000,000                  2,004,940
Becker Solid Waste Disposal Facility Revenue Bonds
    Liberty Paper Series 1994B A.M.T.
        08-01-15                                                 9.00              3,825,000                  3,915,385
Bemidji Hospital Facilities 1st Mortgage Pre-refunded
    Revenue Bonds North Country Health Services
    Series 1991
        09-01-21                                                 7.00              1,755,000                  1,889,345
Bloomington Housing & Redevelopment Authority
    Housing Revenue Bonds Senior Summerhouse
    Bloomington
        05-01-35                                                 6.13              3,400,000                  3,278,076
Brooklyn Center Tax Credit Investor Refunding
    Revenue Bonds Four Courts Apartments
    Series 1995B A.M.T.
        06-01-09                                                 7.58              2,450,000                  2,481,091
Buffalo Independent School District 877 Unlimited
    Tax General Obligation Refunding Bonds
    (MBIA Insured)
        02-01-18                                                 4.80              1,710,000                  1,586,333
Burnsville Multi-family Housing Refunding Revenue
    Bonds Summit Park Apartments Series 1993
    (FHA Insured)
        07-01-33                                                 6.00              4,000,000                  4,109,280
Chaska Multi-family Housing Revenue Bonds West
    Suburban Housing Partners A.M.T.
        09-01-19                                                 5.75                175,000                    170,503
        03-01-31                                                 5.88              2,115,000                  2,049,858
Columbia Heights Multi-family Housing Pre-refunded
    Revenue Bonds Crestview Lutheran Home Royce
    Place Series 1991 (FHA Insured)
        06-01-32                                                 7.75              2,705,000                  2,960,325
Columbia Heights Multi-family Housing Revenue
    Bonds Crestview Lutheran Home Royce Place
    Series 1991
        06-01-32                                                10.00                535,000                    611,334
Duluth Economic Development Authority Health Care
    Facilities Pre-refunded Revenue Bonds Benedictine
    Health System St. Mary's Medical Center
    Series 1990
        02-15-20                                                 8.38              2,000,000                  2,099,960
Duluth Economic Development Authority Health Care
    Facilities Revenue Bonds BSM Properties
    Series 1998A
        12-01-28                                                 5.88                500,000                    479,085
Eden Prairie Housing Development Authority
    Refunding Revenue Bonds Eden Commons
    Series 1990 (FHA Insured)
        03-01-25                                                 8.25              6,035,000                  6,176,521
Eden Prairie Multi-family Housing Refunding
    Revenue Bonds Sterling Ponds Series 1999A A.M.T.
        12-01-29                                                 6.25              5,335,000                  5,200,131
Eden Prairie Multi-family Housing Refunding
    Revenue Bonds Sterling Ponds Series 1999B A.M.T.
        12-01-29                                                 6.25                745,000                    726,166
Edina Hospital System Pre-refunded Revenue Bonds
    Fairview Hospital & Health Care Services
    Series 1989A
        07-01-19                                                 7.13              2,500,000                  2,550,250
Edina Multi-family Housing Revenue Bonds Walker
    Assisted Living Series 1991
        09-01-31                                                 9.00              6,640,000                  7,460,837
Faribault Rice & Goodhue Counties Independent
    School District 656 General Obligation School
    Building Bonds Series 1995 (FSA Insured)
        06-01-15                                                 5.75              6,900,000                  7,083,609
Faribault Single Family Housing Mortgage Refunding
    Revenue Bonds Series 1991A
        12-01-11                                                 7.50                930,000                    974,993
Farmington Independent School District 192
    Unlimited Tax General Obligation Capital
    Appreciation School Building Bonds Zero Coupon
    Series 1998B (FSA Insured)
        02-01-15                                                 5.30              2,070,000(e)                 887,243
Fergus Falls Health Care Facilities Revenue Bonds
    LRHC Long-term Care Facility Series 1995
        12-01-25                                                 6.50              1,500,000                  1,591,620
Golden Valley Revenue Bonds Covenant Retirement
    Communities Series 1999A
        12-01-29                                                 5.50              6,250,000                  5,931,938
Harmony Multi-family Housing Refunding
    Revenue Bonds Zedakah Foundation Series 1997A
        09-01-20                                                 5.95              1,240,000                  1,269,326
Hastings Healthcare Tax-Exempt Nursing Home
    Revenue Bonds Regina Medical Center
    (ACA Insured)
        09-15-28                                                 5.30              4,100,000                  3,834,525
Hennepin County Lease Revenue Certificates of
    Participation Series 1991
        05-15-17                                                 6.80              7,250,000                  7,695,004
Hopkins Pre-refunded Revenue Bonds Blake School
        09-01-24                                                 6.70              3,120,000                  3,418,147
Hubbard County Solid Waste Disposal Revenue
    Bonds Potlatch Series 1989 A.M.T.
        08-01-13                                                 7.38              5,610,000                  5,733,196
International Falls Solid Waste Disposal Revenue
    Bonds Boise Cascade Series 1990 A.M.T.
        01-01-15                                                 7.75              4,000,000                  4,110,080
Little Canada Multi-family Housing Revenue Bonds
    Housing Alternatives Development Company
    Series 1997A
        12-01-27                                                 6.25              3,450,000                  3,436,131
Little Canada Multi-family Housing Revenue Bonds
    Little Canada Series 1996 A.M.T.
        02-01-27                                                 7.00              3,810,000                  3,878,694
Mahtomedi Multi-family Housing Revenue Bonds
    Briarcliff A.M.T.
        06-01-36                                                 7.35              2,245,000                  2,317,311
Maplewood Elder Care Facilities Revenue Bonds Care
    Institute Series 1994
        01-01-24                                                 7.75              3,830,000                  3,926,210
Maplewood Multi-family Housing Refunding Revenue
    Bonds Carefree Cottages of Maplewood III
    Series 1995 A.M.T.
        11-01-32                                                 7.20              2,895,000                  2,946,415
Maplewood Multi-family Housing Revenue Bonds
    Cottages Maplewood (FHA Insured) A.M.T.
        07-15-21                                                 7.75              1,985,000                  2,047,786
Minneapolis & St. Paul Housing & Redevelopment
    Authority Health Care System Revenue Bonds
    Group Health Plan Series 1992
        12-01-13                                                 6.75             10,500,000                 11,128,529
Minneapolis & St. Paul Housing & Redevelopment
    Authority Health Care System Revenue Bonds
    Healthspan Series 1993A (AMBAC Insured)
        11-15-18                                                 4.75             13,500,000(f)              12,422,564
Minneapolis & St. Paul Metropolitan Airports
    Commission Airport Revenue Bonds Series 1998A
    (AMBAC Insured)
        01-01-22                                                 5.00              2,500,000                  2,383,150
Minneapolis Community Development Agency
    Limited Tax Supported Development General
    Obligation Bonds Common Bond Fund Series 1997A
        06-01-12                                                 5.50                250,000                    254,198
Minneapolis Community Development Agency
    Limited Tax Supported Development Revenue
    Bonds Common Bond Fund 1st Series 1996
        06-01-11                                                 6.00                980,000                    999,365
Minneapolis Community Development Agency
    Limited Tax Supported Development Revenue
    Bonds Common Bond Fund 2nd Series 1998A
    A.M.T.
        06-01-16                                                 5.20                290,000                    277,104
        06-01-19                                                 5.25                500,000                    476,245
Minneapolis Community Development Agency
    Limited Tax Supported Development Revenue
    Bonds Common Bond Fund 5th Series 1997
        12-01-27                                                 5.70                680,000                    687,208
Minneapolis General Obligation Bonds Sports Arena
    Series 1996
        10-01-24                                                 5.20              4,940,000                  4,851,031
Minneapolis Hospital Facilities Pre-refunded Revenue
    Bonds Lifespan Series 1989A
        12-01-14                                                 7.00              5,000,000                  5,173,850
Minneapolis Nursing Home Revenue Bonds Walker
    Cityview & Southview Series 1992
        07-01-22                                                 8.50              5,280,000                  6,007,214
Minneapolis Special School District 1 Certificates of
    Participation Series 1997A (MBIA Insured)
        02-01-17                                                 5.38              2,400,000                  2,409,528
Minneapolis Special School District 1 Certificates of
    Participation Series 1998A (FGIC Insured)
        02-01-19                                                 4.75              2,000,000                  1,832,640
Minnetonka Multi-family Housing Refunding
    Revenue Bonds Cedar Hills West (FHA Insured)
        06-01-26                                                 7.75              5,370,000                  5,514,668
Minnetonka Multi-family Housing Revenue Bonds
    Cedar Hills West Series 1985
        12-01-17                                                 7.50                500,000                    518,285
Minnetonka Senior Housing Revenue Bonds
    Westridge Senior Housing
        09-01-17                                                 6.75                650,000                    657,241
        09-01-27                                                 7.00                500,000                    510,590
Moorhead Economic Development Authority
    Multi-family Housing Development Refunding
    Revenue Bonds Eventide Senior Housing
    Series 1999B
        06-01-19                                                 5.90                500,000                    486,340
        06-01-29                                                 6.00              1,400,000                  1,354,626
New Brighton Tax Credit Investor  Revenue Bonds
    Polynesian  Village  Apartments
    Series 1995B A.M.T.
        07-15-09                                                 7.75              2,355,000                  2,408,835
New Hope Housing & Healthcare Facilities Revenue
    Bonds Minnesota Masonic Home North Ridge
    Series 1999
        03-01-19                                                 5.90              2,000,000                  1,945,420
        03-01-29                                                 5.88              7,000,000                  6,655,040
North St. Paul & Maplewood Independent School
    District 622 General Obligation Refunding Bonds
    Series 1996A
        02-01-25                                                 5.13              6,310,000                  5,986,802
Northern Minnesota Municipal Power Agency
    Electric System Refunding Revenue Bonds
    Series 1998B (AMBAC Insured)
        01-01-20                                                 4.75              4,500,000                  4,145,220
Oakdale Multi-family Housing Refunding
    Revenue Bonds Oakdale Village Apartments
    Series 1998 A.M.T.
        11-01-28                                                 6.00              3,650,000                  3,546,742
Olmsted County Health Care Facilities Refunding
    Revenue Bonds Olmsted Medical Center
        07-01-19                                                 5.55              1,125,000                  1,032,908
Owatonna Public Utilities Pre-refunded Revenue
    Bonds Series 1991
        01-01-16                                                 6.75              1,000,000                  1,040,020
Park Rapids Independent School District 309
    Unlimited Tax General Obligation Bonds
    Series 1999 (MBIA Insured)
        02-01-21                                                 4.75              3,000,000                  2,742,000
Plymouth Multi-family Housing Revenue Bonds
    Harbor Lane Apartments Series 1993
    (Asset Guaranty) A.M.T.
        09-01-13                                                 5.90              2,325,000                  2,398,633
Richfield Independent School District 280 Unlimited
    Tax General Obligation School Building Bonds
    Series 1993C Inverse Floater (FGIC Insured)
        02-01-10                                                 6.33              3,300,000(g)               3,386,625
        02-01-12                                                 6.33              2,510,000(g)               2,550,788
Richfield Multi-family Housing Refunding Revenue
    Bonds Village Shores Apartments Series 1996
        08-01-31                                                 7.63              2,970,000                  3,052,447
Robbinsdale Multi-family Housing Revenue Bonds
    Copperfield Hill Series 1996A
        12-01-31                                                 7.35              3,260,000                  3,306,096
Rochester Health Care Facilities Revenue Bonds
    Mayo Foundation Series 1992A
        11-15-19                                                 4.95              5,000,000                  4,625,550
Rochester Multi-family Housing Development
    Revenue Bonds Civic Square Series 1991
    (FHA Insured) A.M.T.
        07-15-31                                                 7.45              4,340,000                  4,564,161
Rochester Multi-family Housing Development
    Revenue Bonds Wedum Shorewood Campus
        06-01-36                                                 6.60              5,000,000                  4,918,150
Roseville Housing Facilities Nursing Home
    Refunding Revenue Bonds College Properties
    Series 1998
        10-01-28                                                 5.88              5,000,000                  4,783,200
Shoreview Senior Housing Revenue Bonds
    Series 1996
        02-01-26                                                 7.25              2,700,000                  2,728,917
Southeastern Minnesota Multi-county Housing &
    Redevelopment Authority Winona County Unlimited
    Tax General Obligation Bonds Series 1997
        01-01-28                                                 5.35             1,170,000                   1,172,867
Southern Minnesota Municipal Power Agency Power
    Supply System Pre-refunded Revenue Bonds
    Series 1992A Escrowed to Maturity
    (Secondary MBIA Insured)
        01-01-18                                                 5.75              1,970,000                  2,051,834
Southern Minnesota Municipal Power Agency Power
    Supply System Revenue Bonds Zero Coupon
    Series 1994A (MBIA Insured)
        01-01-19                                                 6.67             19,500,000(e)               6,678,945
        01-01-22                                                 6.88             12,000,000(e)               3,449,160
        01-01-24                                                 6.08              5,150,000(e)               1,319,945
Southern Minnesota Municipal Power Agency
    Revenue Bonds (Secondary MBIA Insured)
        01-01-16                                                 4.75              9,165,000                  8,538,663
Southern Minnesota Municipal Power Agency
    Unrefunded Balance Revenue Bonds Series 1992A
        01-01-18                                                 5.75              1,895,000                  1,933,431
Spring Park Health Care Facilities Revenue Bonds
    Twin Birch Health Care Center Series 1991
        08-01-11                                                 8.25              1,780,000                  1,877,633
St. Cloud Certificates of Participation
        12-01-17                                                 5.90                400,000                    404,228
St. Cloud Hospital Facility Pre-refunded Revenue
    Bonds St. Cloud Hospital Series 1990B
    (AMBAC Insured)
        07-01-20                                                 7.00              5,000,000                  5,372,300
St. Cloud Hospital Facility Refunding Revenue
    Bonds Series 1993C (AMBAC Insured)
        10-01-20                                                 5.30              1,515,000                  1,475,307
St. Louis Park Health Care Facilities Pre-refunded
    Revenue Bonds Park Nicollet Medical Center
    Series 1990A
        01-01-20                                                 9.25              4,000,000                  4,194,400
St. Louis Park Health Care Facilities Pre-refunded
    Revenue Bonds Park Nicollet Medical Center
    Series 1991A
        01-01-21                                                 8.63              2,000,000                  2,131,320
St. Louis Park Health Care Facilities Revenue Bonds
    Healthsystem Minnesota Obligated Group
    Series 1993 (AMBAC Insured)
        07-01-23                                                 5.20              5,000,000                  4,782,200
St. Louis Park Health Care Facilities Revenue Bonds
    Healthsystem Minnesota Obligated Group
    Series 1993B Inverse Floater (AMBAC Insured)
        07-01-13                                                 5.83              7,000,000(g)               6,763,750
St. Louis Park Multi-family Housing Refunding
    Revenue Bonds Park Boulevard Towers
    Series 1996A
        04-01-31                                                 7.00              3,940,000                  4,048,232
St. Paul Housing & Redevelopment Authority Health
    Care Facilities Revenue Bonds Lyngblomsten Care
    Center Series 1993A
        11-01-06                                                 7.13                890,000                    916,718
        11-01-17                                                 7.13              1,840,000                  1,924,566
St. Paul Housing & Redevelopment Authority Health
    Care Facilities Revenue Bonds Lyngblomsten
    Multi-family Rental Housing Series 1993B
        11-01-24                                                 7.00              1,870,000                  1,888,943
St. Paul Housing & Redevelopment Authority Health
    Care Facilities Revenue Bonds Regions Hospital
    Series 1998
        05-15-28                                                 5.30              4,125,000                  3,794,134
St. Paul Housing & Redevelopment Authority Sales
    Tax Revenue Bonds Civic Center Escrowed
    to Maturity (Secondary MBIA Insured)
        11-01-23                                                 5.55              7,500,000                  7,627,499
St. Paul Housing & Redevelopment Authority Single
    Family Housing Mortgage Refunding Revenue
    Mortgage-backed Bonds Middle Income Phase II
    (FNMA Insured)
        03-01-28                                                 6.80              3,345,000                  3,570,553
St. Paul Independent School District 625 Certificates
    of Participation Series 1999A
        02-01-19                                                 4.75              1,000,000                    917,450
St. Paul Port Authority Unlimited Tax General
    Obligation Bonds
        03-01-24                                                 5.13              4,770,000                  4,542,042
St. Paul Unlimited Tax General Obligation Bonds
    Block 39 Parking Facility Series 1998A
        02-01-25                                                 4.75              2,000,000                  1,790,180
State Agricultural & Economic Development Board
    Health Care Facilities Refunding Revenue Bonds
    Benedictine Health System-St. Mary's Health System
    Duluth Clinic Obligated Group Series 1999A
    (MBIA Insured)
        02-15-23                                                 5.00              2,250,000                  2,121,930
State Agricultural & Economic Development Board
    Health Care Facilities Refunding Revenue Bonds
    Fairview Hospital & Healthcare Services
    Series 1997A (MBIA Insured)
        11-15-26                                                 5.75              2,000,000                  2,048,520
State General Obligation Various Purpose
    Pre-refunded Bonds Series 1990
        08-01-09                                                 7.00              7,850,000                  8,139,743
State General Obligation Various Purpose
    Pre-refunded Bonds Series 1991
        08-01-11                                                 6.70              8,000,000                  8,426,239
State Higher Education Facilities Authority Augsburg
    College Mortgage Revenue Bonds 4th Series 1999Y
        10-01-27                                                 5.30              1,200,000                  1,109,964
State Higher Education Facilities Authority Augsburg
    College Mortgage Revenue Bonds Series 4F-1
        05-01-23                                                 6.25              1,750,000                  1,824,550
State Higher Education Facilities Authority Gustavus
    Adolphus College Revenue Bonds 4th Series 1998X
        10-01-24                                                 4.80              2,340,000                  2,105,298
State Higher Education Facilities Authority
    Macalester College Refunding Revenue Bonds
    2nd Series 1998U
        03-01-22                                                 5.13              1,155,000                  1,100,611
State Higher Education Facilities Authority
    Macalester College Revenue Bonds 4th Series 1997J
        03-01-17                                                 5.55              1,000,000                  1,027,550
State Higher Education Facilities Authority
    Northwestern College of Chiropractic Mortgage
    Revenue Bonds 4th Series 1999Z
        10-01-13                                                 5.20                275,000                    265,843
State Higher Education Facilities Authority
    University of St. Thomas Revenue Bonds
    4th Series 1997P
        04-01-23                                                 5.40                580,000                    572,309
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1991A
    A.M.T.
        07-01-22                                                 7.45              2,065,000                  2,144,028
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1992A
        07-01-16                                                 6.95              2,320,000                  2,447,090
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1994L
    A.M.T.
        07-01-20                                                 6.70                860,000                    904,754
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1996J
    A.M.T.
        07-01-21                                                 5.60                500,000                    500,000
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1997D
    A.M.T.
        07-01-19                                                 5.85              2,465,000                  2,509,025
State Housing Finance Agency Single Family
    Housing Mortgage Revenue Bonds Series 1997E
    A.M.T.
        01-01-26                                                 5.75              2,935,000                  2,979,583
        07-01-29                                                 5.90              8,658,000                  8,909,687
State Public Facilities Authority Drinking Water
    Revenue Bonds Series 1999B
        03-01-19                                                 5.13              4,000,000                  3,900,520
State Public Facilities Authority Water Pollution
    Control Revenue Bonds Series 1998A
        03-01-16                                                 4.75              3,500,000                  3,266,375
State University Board of Regents General Obligation
    Bonds Inverse Floater Series 1993A
        08-15-03                                                 6.12              5,000,000(g)               5,150,000
State University Board of Regents General Obligation
    Bonds Series 1996A
        07-01-21                                                 5.50             12,500,000                 12,838,874
State University Board of Regents Refunding
    Revenue Bonds Series 1986A Escrowed to Maturity
        02-01-11                                                 6.00              4,625,000                  4,640,633
Vadnais Heights Multi-family Housing Refunding
    Revenue Bonds Cottages of Vadnais Heights
    Series 1995 A.M.T.
        12-01-31                                                 7.00              3,130,000                  3,183,899
Vadnais Heights Multi-family Housing Tax Credit
    Revenue Bonds Series 1997 A.M.T.
        07-15-09                                                 7.00              1,080,000                  1,087,085
Washington County Housing & Redevelopment
    Authority Refunding Revenue Bonds Woodbury
    Multi-family Housing Series 1996
        12-01-23                                                 6.95              1,945,000                  1,982,500
Western Minnesota Municipal Power Agency
    Revenue Bonds Escrowed to Maturity
    (AMBAC Insured)
        01-01-16                                                 6.75              5,935,000                  6,254,897
Western Minnesota Municipal Power Agency
    Refunding Revenue Bonds Series 1987A
        01-01-15                                                 5.50              5,000,000                  5,002,350
Western Minnesota Municipal Power Agency
    Refunding Revenue Bonds Series 1987A
    (Secondary MBIA Insured)
        01-01-15                                                 5.50              6,250,000                  6,258,375
White Bear Lake Industrial Development Revenue
    Bonds Taylor Series 1988A A.M.T.
        09-01-08                                                 8.75              2,250,000                  2,287,103
Windom Independent School District 177
    Unlimited Tax General Obligation Bonds
    Series 1999
        02-01-24                                                 4.75              2,695,000                  2,464,847

Total municipal bonds
(Cost: $413,126,014)                                                                                       $431,475,910


Municipal notes (3.4%)
Issuer                                                       Annualized               Amount                    Value(a)
                                                            yield on date           payable at
                                                             of purchase             maturity

Cohasset Revenue Notes (Minnesota Power & Light)
    Series 1997A V.R.D.N.
        06-01-20                                                 3.60%            $1,300,000(c,d)            $1,300,000
Duluth Health Facilities Revenue Notes (Miller-Dwan
    Medical Center) V.R.
        06-01-19                                                 3.60              2,000,000(c,d)             2,000,000
Mankato Multi-family Housing Refunding Revenue
    Notes (Highland Hills) V.R.
        05-01-27                                                 3.75              3,185,000(c,d)             3,185,000
Minneapolis & St. Paul Housing & Redevelopment
    Authority Health Care System Revenue Notes
    (Children's Hospital) Series 1995B V.R.
        08-15-25                                                 3.65              1,800,000(c,d)             1,800,000
Rochester Health Care Facilities Revenue Notes
    (Mayo Clinic) Series 1999C
        07-01-99                                                 3.00              2,000,000(d)               2,000,000
St. Cloud Hospital Facility Revenue Notes
    St. Cloud Hospital Series 1997A V.R.
        07-01-27                                                 3.60              3,000,000(c,d)             3,000,000
University of Minnesota Notes Series 1999A V.R.
        01-01-34                                                 3.50              2,000,000(c,d)             2,000,000

Total municipal notes
(Cost: $15,285,000)                                                                                         $15,285,000

Total investments in securities
(Cost: $428,411,014)(h)                                                                                    $446,760,910

</TABLE>

<PAGE>

Notes to investments in securities

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

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

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

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

A.M.T.      --     Alternative Minimum Tax-- As of June 30, 1999, the value of
                   securities subject to alternative minimum tax represented
                   16.34% of net assets.
B.A.N.      --     Bond Anticipation Note
C.P.        --     Commercial Paper
R.A.N.      --     Revenue Anticipation Note
T.A.N.      --     Tax Anticipation Note
T.R.A.N.    --     Tax & Revenue Anticipation Note
V.R.        --     Variable Rate -- Interest rate varies to reflect current
                   market conditions; rate shown is the effective rate on
                   June 30, 1999.
V.R.D.B.    --     Variable Rate Demand Bond
V.R.D.N.    --     Variable Rate Demand Note

(d) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor,  if indicated in  parentheses,  after a day or a week's  notice.  The
maturity date disclosed represents the final maturity.

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

(f) Partially  pledged as initial  deposit on the  following  open interest rate
futures contracts (see Note 5 to the financial statements):

Type of security                                      Notional amount
Purchase contracts
Municipal Bonds, Sept. 1999                             $7,000,000

(g)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on June 30, 1999.  Inverse  floaters in the aggregate  represent 3.95% of
the Fund's net assets as of June 30, 1999.

(h) At June 30, 1999, the cost of securities for federal income tax purposes was
$428,411,014  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                        $21,951,427
Unrealized depreciation                         (3,601,531)
                                                ----------
Net unrealized appreciation                    $18,349,896

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP New York Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (97.8%)
Name of issuer and                                           Coupon                Principal                  Value(a)
title of issue(b,c)                                           rate                  amount

Albany County Airport  Authority Airport Revenue Bonds
    Series 1997 (FSA Insured) A.M.T.
<S>     <C>   <C>                                                <C>                <C>                        <C>
        12-15-19                                                 5.50%              $250,000(d)                $249,688
Broome County Certificates of Participation
    Public Safety Facilities Series 1994 (MBIA Insured)
        04-01-22                                                 5.25              2,650,000                  2,587,884
Buffalo Municipal Water Finance Authority Water
    System Revenue Bonds Series 1995 (FGIC Insured)
        07-01-25                                                 5.00              1,000,000                    933,880
Buffalo Unlimited Tax General Obligation School
    Bonds Series 1997B (AMBAC Insured)
        02-01-16                                                 5.38                500,000                    501,645
Erie County Unlimited Tax General Obligation Bonds
    Series 1995B (FGIC Insured)
        06-15-25                                                 5.50                700,000                    702,219
Erie County Water Authority Water Works System
    Revenue Bonds Series 1990A Escrowed to Maturity
    (AMBAC Insured)
        12-01-08                                                 6.00              1,765,000                  1,883,908
Fallsburg & Sullivan Counties Unlimited Tax General
    Obligation Pre-refunded Improvement Bonds
    Series 1991 (AMBAC Insured)
        04-01-11                                                 7.05                325,000                    348,036
        04-01-12                                                 7.05                325,000                    348,036
        04-01-13                                                 7.05                325,000                    348,036
        04-01-14                                                 7.05                325,000                    348,036
Huntington Housing Authority Senior Housing
    Facilities Revenue Bonds Gurwin Jewish Senior
    Residences Series 1999A
        05-01-39                                                 6.00              1,750,000                  1,697,570
Metropolitan Transportation Authority Commuter
    Facilities Revenue Bonds Series 1997B
    (AMBAC Insured)
        07-01-24                                                 5.13              1,000,000                    951,980
Metropolitan Transportation Authority Commuter
    Facilities Revenue Bonds Series 1998A
    (MBIA Insured)
        07-01-24                                                 4.75              1,500,000                  1,348,125
Metropolitan Transportation Authority Commuter
    Facilities Service Contract Refunding Bonds
    5th Series 1991
        07-01-16                                                 6.50              1,775,000                  1,869,838
Mount Vernon Industrial Development Agency Civic
    Facilities Revenue Bonds Wartburg Senior Housing
    Incorporated Meadowview
        06-01-29                                                 6.20              1,000,000                    999,940
New York & New Jersey Port Authority Special
    Obligation Revenue Bonds KIAC Partners
    4th Series 1996 A.M.T.
        10-01-19                                                 6.75              1,500,000                  1,633,515
New York City Industrial Development Agency
    Civic Facilities Refunding Revenue & Improvement
    Bonds Lighthouse International Series 1998
    (MBIA Insured)
        07-01-23                                                 4.50                200,000                    172,330
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Riverdale Country
    School Series 1997 (MBIA Insured)
        06-01-17                                                 5.25              1,000,000                    988,520
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Rockefeller
    Foundation Series 1993
        07-01-23                                                 5.38              2,000,000                  1,982,680
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Touro College
    Series 1999A
        06-01-29                                                 6.35              1,000,000                    993,310
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds Trinity Episcopal
    School Series 1997 (MBIA Insured)
        06-15-27                                                 5.25              1,000,000                    967,260
New York City Industrial Development Agency
    Civic Facilities Revenue Bonds YMCA Series 1997
        08-01-16                                                 5.80              1,000,000                  1,019,010
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds
    Series 1994B Inverse Floater (MBIA Insured)
        06-15-09                                                 7.07              2,000,000(e)               2,052,500
New York City Municipal Water Finance Authority
    Water & Sewer System Revenue Bonds
    Series 1996B (MBIA Insured)
        06-15-26                                                 5.75                500,000                    511,835
New York City Transitional Finance Authority
    Future Secured Sales Tax Revenue Bonds Series 1998B
        11-15-23                                                 4.75              1,500,000                  1,342,470
New York City Transitional Finance Authority
    Future Secured Sales Tax Revenue Bonds Series 1999C
        05-01-29                                                 5.00              1,000,000                    922,910
New York City Unlimited Tax General Obligation
    Bonds Series 1996G
        02-01-17                                                 5.75              1,500,000                  1,547,040
New York City Unlimited Tax General Obligation
    Bonds Series 1996J
        02-15-19                                                 5.88              1,000,000                  1,029,560
New York City Unlimited Tax General Obligation
    Bonds Series 1999I (MBIA Insured)
        04-15-29                                                 5.00              1,000,000                    929,820
New York City Unlimited Tax General Obligation
    Pre-refunded Bonds Series 1994B-1
        08-15-16                                                 7.00              1,500,000                  1,686,165
North Great Neck Water Authority Water System
    Pre-refunded Revenue Bonds Series 1989A
        01-01-20                                                 6.00              1,415,000                  1,433,537
North Hempstead Unlimited Tax General Obligation
    Various Purpose Bonds Series 1998A
    (FGIC Insured)
        01-15-23                                                 4.75              1,000,000                    902,850
Oneida County Industrial Development Agency Civic
    Facilities Revenue Bonds Mohawk Valley
    Handicapped Services (ACA Insured)
        03-15-19                                                 5.30                500,000                    484,510
State Dormitory Authority College Revenue Bonds
    Barnard College Series 1996 (AMBAC Insured)
        07-01-16                                                 5.25              1,140,000                  1,131,142
State Dormitory Authority College Revenue Bonds
    Consolidated City University System Series 1993A
        07-01-13                                                 5.75              3,000,000                  3,111,210
State Dormitory Authority College Revenue Bonds
    Cooper Union (AMBAC Insured)
        07-01-20                                                 5.38                860,000                    854,118
State Dormitory Authority College Revenue Bonds
    Culinary Institute of America Series 1997
    (MBIA Insured)
        07-01-17                                                 5.00                500,000                    477,710
State Dormitory Authority College Revenue Bonds
    Long Island University Series 1999
    (Asset Guaranty)
        09-01-28                                                 5.25              1,400,000                  1,335,656
State Dormitory Authority College Revenue Bonds
    St. Thomas Aquinas College Series 1998
    (Asset Guaranty)
        07-01-14                                                 5.00              1,125,000                  1,068,041
State Dormitory Authority Pre-refunded College
    Revenue Bonds Consolidated City University
    System 3rd General Resolution 2nd Series 1994
    (MBIA Insured)
        07-01-19                                                 6.25              1,500,000                  1,623,405
State Dormitory Authority Revenue Bonds Frances
    Schervier Home Series 1997
    (Asset Guaranty)
        07-01-17                                                 5.50              1,000,000                    996,600
State Dormitory Authority Revenue Bonds New York
    & Presbyterian Hospitals (AMBAC & FHA Insured)
        08-01-27                                                 4.75              1,000,000                    894,610
State Dormitory Authority Revenue Bonds NYACK
    Hospital Series 1996
        07-01-13                                                 6.25              1,000,000                  1,055,600
State Dormitory Authority State University Educational
    Facilities Pre-refunded Revenue Bonds Series 1990A
        05-15-12                                                 7.70              1,750,000                  1,848,403
State Dormitory Authority State University Educational
    Facilities Refunding Revenue Bonds Series 1990B
        05-15-11                                                 7.50              1,900,000                  2,219,352
State Dormitory Authority State University Educational
    Facilities Refunding Revenue Bonds Series 1993A
    (Secondary AMBAC Insured)
        05-15-15                                                 5.25              1,000,000                  1,007,450
        05-15-19                                                 5.50              2,000,000                  2,053,620
State Energy Research & Development Authority
    Electric Facilities Revenue Bonds Consolidated
    Edison Series 1990A A.M.T.
        07-01-25                                                 7.50              5,000,000                  5,063,899
State Energy Research & Development Authority
    Gas Facilities Revenue Bonds Brooklyn Union Gas
    Series 1996 (MBIA Insured)
        01-01-21                                                 5.50              2,000,000                  2,008,080
State Energy Research & Development Authority
    Pollution Control Refunding Revenue Bonds
    Rochester Gas & Electric Series 1992B
    (MBIA Insured) A.M.T.
        05-15-32                                                 6.50              2,500,000                  2,653,550
State Energy Research & Development Authority
    Solid Waste Disposal Revenue Bonds New York
    State Electric & Gas Company Series 1993A
    (MBIA Insured) A.M.T.
        12-01-28                                                 5.70              3,000,000                  3,019,050
State Environmental Facilities State Water Revolving
    Fund Pollution Control Revenue Bonds Series 1990A
        06-15-12                                                 7.50              3,000,000                  3,157,620
State Local Government Assistance Pre-refunded
    Sales Tax Revenue Bonds Series 1991A
        04-01-16                                                 7.00              4,000,000                  4,277,600
State Local Government Assistance Sales Tax
    Refunding Revenue Bonds Series 1997B
    (MBIA Insured)
        04-01-20                                                 4.88              1,000,000                    928,980
State Local Government Assistance Sales Tax
    Revenue Bonds Series 1992C
        04-01-22                                                 5.50              1,500,000                  1,500,615
State Medical Care Facilities Finance Agency Mental
    Health Services Refunding Revenue Bonds
    Series 1993F (Secondary FSA Insured)
        02-15-14                                                 5.38              1,000,000                    997,430
State Medical Care Facilities Finance Agency Mental
    Health Services Revenue Bonds Series 1994A
    (Secondary FSA Insured)
        08-15-23                                                 5.25              1,500,000                  1,457,940
State Mortgage Agency Homeowner Mortgage
    Refunding Revenue Bonds Series 1991TT
        04-01-15                                                 7.50              4,000,000                  4,211,760
State Mortgage Agency Homeowner Mortgage
    Revenue Bonds 27th Series 1992
        04-01-15                                                 6.90              3,000,000                  3,238,890
State Thruway Authority Local Highway & Bridge
    Service Contract Pre-refunded Revenue Bonds
    Series 1991
        01-01-11                                                 6.00              2,500,000                  2,573,700
State Urban Development Capital Correctional
    Facilities Pre-refunded Revenue Bonds
    1st Series 1990 (FSA Insured)
        01-01-20                                                 7.50              4,500,000                  4,682,250
State Urban Development Capital Correctional
    Facilities Refunding Revenue Bonds Series 1994A
        01-01-21                                                 5.25              2,500,000                  2,385,375
State Urban Development Capital Correctional
    Facilities Revenue Bonds 5th Series 1995
    (MBIA Insured)
        01-01-25                                                 5.50                750,000                    751,823
State Urban Development Higher Education Applied
    Technology Grants Revenue Bonds Series 1995
    (MBIA Insured)
        04-01-15                                                 5.75              1,000,000                  1,032,060
Triborough Bridge & Tunnel Authority General
    Purpose Pre-refunded Revenue Bonds Series 1990S
        01-01-21                                                 7.00              3,000,000                  3,174,210
Triborough Bridge & Tunnel Authority Special
    Obligation Refunding Revenue Bonds Series 1991B
    (Secondary FGIC Insured)
        01-01-15                                                 6.88              2,000,000                  2,111,400
Troy Municipal Assistance General Obligation
    Revenue Bonds Series 1996A (MBIA Insured)
        01-15-22                                                 5.00              1,250,000                  1,182,125
Ulster County Industrial Development Agency Civic
    Facilities Revenue Bonds Benedictine Hospital
    Series 1999A
        06-01-24                                                 6.45              1,950,000                  1,940,621
United Nations Development Senior Lien
    Pre-refunded Revenue Bonds Series 1992A
        07-01-26                                                 6.00              4,500,000                  4,856,219
Utica Industrial Development Agency Civic Facilities
    Revenue Bonds Munson-Williams-Proctor
    Series 1996A (MBIA Insured)
        07-15-16                                                 5.50                750,000                    753,360

Total municipal bonds
(Cost: $106,465,927)                                                                                       $113,354,117


Municipal note (0.4%)
Issuer(b,c,f)                                               Effective               Amount                    Value(a)
                                                              yield               payable at
                                                                                   maturity

New York City General Obligation Notes
    Series 1994B-6 V.R. (MBIA Insured)
        08-15-05                                                 3.40%              $500,000                   $500,000

Total municipal note
(Cost: $500,000)                                                                                               $500,000

Total investments in securities
(Cost: $106,965,927)(g)                                                                                    $113,854,117

</TABLE>

<PAGE>

Notes to investments in securities

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

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

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

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

A.M.T.      --     Alternative Minimum Tax-- As of June 30, 1999, the value of
                   securities subject to alternative minimum tax represented
                   10.88% of net assets.
B.A.N.      --     Bond Anticipation Note
C.P.        --     Commercial Paper
R.A.N.      --     Revenue Anticipation Note
T.A.N.      --     Tax Anticipation Note
T.R.A.N.    --     Tax & Revenue Anticipation Note
V.R.        --     Variable Rate
V.R.D.B.    --     Variable Rate Demand Bond
V.R.D.N.    --     Variable Rate Demand Note

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

Type of security                                     Notional amount
Purchase contracts
Municipal Bonds, Sept. 1999                            $12,000,000

(e)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on June 30, 1999.  Inverse  floaters in the aggregate  represent 1.77% of
the Fund's net assets as of June 30, 1999.

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

(g) At June 30, 1999, the cost of securities for federal income tax purposes was
$106,965,927  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                     $7,406,191
Unrealized depreciation                                       (518,001)
                                                              --------
Net unrealized appreciation                                 $6,888,190


<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Ohio Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (97.4%)
Name of issuer and                                              Coupon             Principal                  Value(a)
title of issue(b,c)                                              rate               amount

Akron Bath Copley Joint Township Hospital District
    Summa Hospital Revenue Bonds Series 1998A
<S>     <C>   <C>                                                <C>              <C>                        <C>
        11-15-24                                                 5.38%            $1,500,000                 $1,382,160
Barberton Limited Tax Various Purpose General
    Obligation Bonds 1st Series 1989
        12-01-09                                                 7.35                700,000                    724,262
Bellefontaine Hospital Facility Refunding Revenue
    Bonds Mary Rutan Health Association of Logan
    County Series 1993
        12-01-13                                                 6.00              1,000,000                  1,003,370
Buckeye Valley Local School District School
    Improvement Unlimited Tax General Obligation
    Bonds Series 1995A (MBIA Insured)
        12-01-20                                                 5.25              1,000,000                    983,540
Butler County Hospital Facility Improvement
    Refunding Revenue Bonds Fort Hamilton-Hughes
    Memorial Center Series 1991
        01-01-10                                                 7.50              1,750,000                  1,854,388
Butler County Transportation Improvement District
    Highway Improvement Transit Revenue Bonds
    Series 1997A (FSA Insured)
        04-01-17                                                 5.13              1,000,000                    977,690
Carroll Water & Sewer District Unlimited Tax
    General Obligation Bonds
        12-01-10                                                 6.25                475,000                    491,701
Carroll Water & Sewer District Unlimited Tax
    General Obligation Bonds Water System
    Improvement
        12-01-10                                                 6.25                955,000                    995,578
Celina Local School District Unlimited Tax General
    Obligation Bonds Series 1996 (FGIC Insured)
        12-01-20                                                 5.25              1,000,000                    983,540
Clermont County Hospital Facility Revenue Bonds
    Mercy Health System Province of Cincinnati
    Series 1989A (AMBAC Insured)
        09-01-19                                                 7.50                750,000                    777,360
Cleveland Airport Systems Revenue Bonds
    Series 1990A (MBIA Insured) A.M.T.
        01-01-20                                                 7.40                500,000                    519,925
Cleveland Waterworks Improvement 1st Mortgage
    Refunding Revenue Bonds Series F 1992B
        (AMBAC Insured)
        01-01-16                                                 6.25              1,000,000                  1,057,900
Columbus Tax Increment Finance Revenue Bonds
    Easton Series 1999 (AMBAC Insured)
        12-01-24                                                 4.88              1,000,000                    918,770
Coshocton County Solid Waste Disposal Refunding
    Revenue Bonds Stone Container Series 1992
        08-01-13                                                 7.88              1,000,000                  1,077,380
Cuyahoga County Health Care Facilities Refunding
    Revenue Bonds Judson Retirement Community
    Series A
        11-15-18                                                 7.25              1,000,000                  1,062,750
Cuyahoga County Hospital Improvement Revenue
    Bonds Mount Sinai Medical Center Series 1991
    (AMBAC Insured)
        11-15-21                                                 6.63                600,000                    645,240
Cuyahoga County Hospital Improvement Revenue
    Bonds University Hospitals Health System
    Series 1992 (AMBAC Insured)
        01-15-11                                                 6.50                500,000                    529,925
        01-15-19                                                 5.40              1,000,000                  1,000,150
Cuyahoga County Hospital Refunding Revenue
    Bonds Cleveland Clinic Foundation Series 1992
        11-15-11                                                 5.50              1,500,000                  1,542,705
Cuyahoga County Hospital Revenue Bonds Meridia
    Health Series 1991
        08-15-23                                                 7.00              1,000,000                  1,078,430
Cuyahoga County Limited Tax General
    Obligation Bonds
        05-15-13                                                 5.60                500,000                    526,650
Delaware County Sewer Improvement Limited Tax
    General Obligation Bonds
        12-01-15                                                 5.25              1,000,000                    995,600
Dover Limited Tax Improvement General Obligation
    Bonds Municipal Sewer System
        12-01-09                                                 7.10              1,000,000                  1,033,800
Elyria Limited Tax Improvement General Obligation
    Recreation Facility Bonds
        12-01-09                                                 7.10                715,000                    740,311
Erie County Hospital Improvement Refunding
    Revenue Bonds Firelands Community Hospital
    Series 1992
        01-01-15                                                 6.75              2,000,000(e)               2,117,220
Franklin County Convention Facilities Authority
    Tax & Lease Revenue Anticipation Pre-refunded
    Bonds (MBIA Insured)
        12-01-19                                                 7.00              1,500,000                  1,596,060
Franklin County Health Care Facilities Refunding
    Revenue Bonds Lutheran Senior City Incorporated
    Series 1999
        12-15-28                                                 6.13              1,250,000                  1,177,900
Franklin County Multi-family Housing Refunding
    Revenue Bonds Jefferson Chase Apartments
    Series 1998B A.M.T.
        11-01-35                                                 6.40              1,000,000                    968,440
Franklin County Multi-family Housing Refunding
    Revenue Bonds West Bay Apartments A.M.T.
        12-01-25                                                 6.38              1,000,000                    995,500
Gahanna-Jefferson Public Schools
    Unlimited Tax General Obligation Bonds
    Series 1999
        12-01-21                                                 4.75              1,000,000                    901,970
Hamilton County Sales Tax Revenue Bonds
    Hamilton County Football Series 1998A
    (MBIA Insured)
        12-01-17                                                 4.75              1,000,000                    921,410
Highland Heights Limited Tax Improvement
    General Obligation Street Bonds
        12-01-08                                                 7.75                400,000                    409,308
Hilliard County School District Unlimited Tax
    General Obligation Bonds Series A (FGIC Insured)
        12-01-20                                                 5.00              1,000,000                    955,650
Lakota Local School District Butler County School
    Unlimited Tax Improvement Bonds
        12-01-12                                                 7.00                500,000                    507,645
Lakota Local School District Unlimited Tax
    Improvement General Obligation Bonds
    (AMBAC Insured)
        12-01-14                                                 6.25              2,000,000                  2,187,360
Lorain County Hospital Facilities Refunding
    Revenue Bonds EMH Regional Medical Center
    Series 1995 (AMBAC Insured)
        11-01-21                                                 5.38              2,000,000                  1,965,400
Lorain County Independent Living & Hospital
    Facilities Refunding Revenue Bonds Elyria United
    Methodist Series 1996C
        06-01-22                                                 6.88              1,000,000                  1,072,900
Marion County Health Care Facilities Improvement
    Refunding Revenue Bonds United Church Homes
    Series 1993
        11-15-10                                                 6.38              1,000,000                  1,034,500
Marysville  Sewer System 1st Mortgage  Revenue
    Bonds Series 1988 (BIG  Insured) A.M.T.
        02-15-08                                                 7.85                370,000                    371,203
Marysville Water System Mortgage Revenue Bonds
    Series 1991 (MBIA Insured)
        12-01-21                                                 7.05              1,000,000                  1,078,140
Montgomery County Health Facilities Refunding
    Revenue Bonds Friendship Village Dayton
    Series 1990A
        02-01-16                                                 9.25              1,000,000                  1,052,340
Montgomery County Hospital Facility Refunding
    Revenue & Improvement Bonds Ketter Medical
    Center Series 1996 (MBIA Insured)
        04-01-26                                                 5.50              1,000,000                    997,130
Montgomery County Water Revenue Bonds Greater
    Moraine-Beavercreek District (FGIC Insured)
        11-15-17                                                 6.25              1,000,000                  1,070,080
North Olmstead County General Obligation Bonds
    (AMBAC Insured)
        12-01-16                                                 5.00              1,500,000                  1,454,145
        12-01-21                                                 5.00                200,000                    190,412
Oak Hills Local School District Unlimited Tax
    General Obligation Bonds Series 1997
    (MBIA Insured)
        12-01-25                                                 5.13              1,000,000                    958,780
Orrville Electric System Refunding Revenue &
    Improvement Mortgage Bonds Series 1997
    (AMBAC Insured)
        12-01-17                                                 5.10              1,000,000                    974,320
Pickerington Local School District Unlimited Tax
    General Obligation Pre-refunded Bonds
    (AMBAC Insured)
        12-01-13                                                 7.00              1,000,000                  1,064,040
Rural Loraine County Water Authority Water
    Resource Improvement Pre-refunded Revenue
    Bonds Series 1991 (AMBAC Insured)
        10-01-11                                                 7.00              1,000,000                  1,071,510
Southwest Local School District Hamilton & Butler
    Counties School Unlimited Tax Improvement Bonds
    (AMBAC Insured)
        12-01-10                                                 7.65                475,000                    497,572
Stark County Health Care Facilities Refunding
    Revenue Bonds Rose Lane (GNMA/FHA Insured)
        07-20-33                                                 5.45                215,000                    206,019
State Air Quality Development Authority Refunding
    Revenue Bonds JMG Funding Limited Partnership
    (AMBAC Insured) A.M.T.
        04-01-29                                                 6.38                500,000                    538,600
State Air Quality Development Authority Refunding
    Revenue Bonds Series 1994 (AMBAC Insured)
    A.M.T.
        01-01-29                                                 6.38              2,000,000                  2,154,400
State Air Quality Development Authority Revenue
    Bonds Columbus & Southern Series A
    (FGIC Insured)
        12-01-20                                                 6.38              1,000,000                  1,066,410
State Building Authority Local Jail Grant Bonds
    Series 1989A (MBIA Insured)
        04-01-09                                                 7.35                500,000                    524,385
State Building Authority State Facility Pre-refunded
    Bonds Columbus State Office Building Series 1985C
        10-01-05                                                 7.35              1,000,000                  1,039,650
State Department of Administrative Services
    Certificate of Participation Ohio Center Series 1998
    (AMBAC Insured)
        07-15-28                                                 5.00                550,000                    516,384
State Higher Educational Facility Pre-refunded
    Revenue Bonds Oberlin College Series 1989
        10-01-14                                                 7.38                500,000                    514,830
State Housing Finance Agency Mortgage Revenue
    Bonds Aristocrat South Board & Care Series 1991A
    (FHA Insured) A.M.T.
        08-01-31                                                 7.30              1,500,000                  1,570,260
State Housing Finance Agency Single Family
    Mortgage Revenue Bonds Series 1990A
    (GNMA Insured) A.M.T.
        03-01-30                                                 7.80                260,000                    267,441
State Housing Finance Agency Single Family
    Mortgage Revenue Bonds Series 1990C
    (GNMA Insured) A.M.T.
        09-01-21                                                 7.85                495,000                    516,978
State Municipal Electric Generation Agency
    Revenue Bonds Joint Venture 5 (AMBAC Insured)
        02-15-24                                                 5.38              2,000,000                  1,987,700
State Turnpike Commission Revenue Bonds Series 1998B
    (FGIC Insured)
        02-15-28                                                 4.75                800,000                    712,888
State Turnpike Commission Revenue Bonds Series A
        02-15-24                                                 5.75              1,000,000                  1,069,630
State Turnpike Commission Revenue Bonds Series A
    (MBIA Insured)
        02-15-26                                                 5.50              1,000,000                  1,062,680
State Valley School District School Improvement
    Unlimited Tax General Obligation Bonds Counties
    of Adams & Highland Series 1995 (MBIA Insured)
        12-01-21                                                 5.25              2,000,000                  1,963,720
State Water & Air Quality Development Authority
    Pollution Control Refunding Revenue Bonds
    Cleveland Electric Illuminating Series 1995
        08-01-25                                                 7.70              1,000,000                  1,116,600
State Water & Air Quality  Development  Authority
    Pollution  Control  Refunding Revenue Bonds
    Toledo Edison Series 1994A A.M.T.
        10-01-23                                                 8.00              1,000,000                  1,118,140
State Water & Air Quality Development Authority
    Water Development Refunding Revenue Bonds
    Pure Water (AMBAC Insured)
        12-01-18                                                 5.50                750,000                    755,198
State Water & Air Quality Development Authority
    Solid Waste Disposal Revenue Bonds Northstar
    BHP Steel LLC-Cargill
    Series 1995 A.M.T.
        09-01-20                                                 6.30                500,000(e)                 520,985
Sycamore Board of Education Community School
    District Hamilton County School Improvement Bonds
        12-01-09                                                 6.50                500,000                    506,615
University of Cincinnati Certificates of Participation
    Student Recreation Center (MBIA Insured)
        06-01-24                                                 5.13              1,000,000                    959,880
University of Toledo General Receipt
    College Revenue Bonds Series 1998
    (FGIC Insured)
        06-01-20                                                 4.75              1,000,000                    912,060
University of Toledo General Receipt Pre-refunded
    Bonds Series 1990 (MBIA Insured)
        06-01-20                                                 7.13                500,000                    526,270
Warren County Various Purpose Limited Tax
    General Obligation Bonds Series 1992
        12-01-12                                                 6.10                500,000                    548,135
Whitehall City School District Franklin County
    Unlimited Tax Improvement General Obligation
    Pre-refunded Revenue Bonds
        12-01-13                                                 7.25                500,000                    517,985
Youngstown State University General Receipts
    College Revenue Bonds Series 1998
    (AMBAC Insured)
        12-15-16                                                 4.75              1,000,000                    930,300

Total municipal bonds
(Cost: $70,905,761)                                                                                         $74,618,203


Municipal notes (2.7%)
Issuer(c,d)                                                   Effective               Amount                    Value(a)
                                                                yield               payable at
                                                                                     maturity

Cuyahoga County Hospital Revenue Bonds
    Cleveland Clinic V.R.
        01-01-16                                                 3.80%            $1,100,000                 $1,100,000
        01-01-26                                                 3.50                300,000                    300,000
State Air Quality Development Authority Revenue
    Bonds Cincinnati Gas & Electric V.R. Series 1995A
        09-01-30                                                 3.35                650,000                    650,000

Total municipal notes
(Cost: $2,050,000)                                                                                           $2,050,000

Total investments in securities
(Cost: $72,955,761)(f)                                                                                      $76,668,203

</TABLE>

<PAGE>

Notes to investments in securities

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

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

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

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

A.M.T.     --     Alternative Minimum Tax-- As of June 30, 1999, the value of
                  securities subject to alternative minimum tax represented
                  12.45% of net assets.
B.A.N.     --     Bond Anticipation Note
C.P.       --     Commercial Paper
R.A.N.     --     Revenue Anticipation Note
T.A.N.     --     Tax Anticipation Note
T.R.A.N.   --     Tax & Revenue Anticipation Note
V.R.       --     Variable Rate
V.R.D.B.   --     Variable Rate Demand Bond
V.R.D.N.   --     Variable Rate Demand Note

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

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

Type of security                                Notional amount

Purchase contracts
Municipal Bonds, Sept. 1999                          $6,000,000

(f) At June 30, 1999, the cost of securities for federal income tax purposes was
$72,955,761 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                               $4,157,351
Unrealized depreciation                                 (444,909)
                                                        --------
Net unrealized appreciation                           $3,712,442


<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP SPECIAL TAX-EXEMPT SERIES TRUST

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments in securities,  of AXP Insured  Tax-Exempt  Fund (a
fund within AXP Special  Tax-Exempt  Series Trust) as of June 30, 1999,  and the
related  statement of operations  for the year then ended and the  statements of
changes in net assets for each of the years in the  two-year  period  ended June
30,1999,  and the  financial  highlights  for each of the years in the five-year
period  ended  June 30,  1999.  These  financial  statements  and the  financial
highlights are the  responsibility of fund management.  Our responsibility is to
express an opinion on these  financial  statements and the financial  highlights
based on our  audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of AXP Insured Tax-Exempt Fund as
of June 30, 1999, and

the  results of its  operations,  changes  in its net  assets and the  financial
highlights for the periods stated in the first  paragraph  above,  in conformity
with generally accepted accounting principles.

/s/ KPMG LLP

KPMG LLP
Minneapolis, Minnesota
August 6, 1999

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Insured Tax-Exempt Fund

June 30, 1999

Assets
Investments in securities, at value (Note 1)
<S>                 <C>                                                    <C>
   (identified cost $465,682,485)                                          $496,359,418
Cash in bank on demand deposit                                                   26,834
Accrued interest receivable                                                   7,842,801
Receivable for investment securities sold                                        56,782
                                                                                 ------
Total assets                                                                504,285,835
                                                                            -----------

Liabilities
Dividends payable to shareholders                                               487,735
Payable for investment securities purchased                                   3,840,700
Accrued investment management services fee                                        6,143
Accrued distribution fee                                                          1,239
Accrued service fee                                                               4,966
Accrued transfer agency fee                                                         693
Accrued administrative services fee                                                 546
Other accrued expenses                                                           79,139
                                                                                 ------
Total liabilities                                                             4,421,161
                                                                              ---------
Net assets applicable to outstanding shares                                $499,864,674
                                                                           ============

Represented by
Shares of beneficial interest-- $.01 par value (Note 1)                    $    918,069
Additional paid-in capital                                                  482,401,365
Excess of distributions over net investment income                                 (493)
Accumulated net realized gain (loss)                                        (14,023,756)
Unrealized appreciation (depreciation) on investments (Note 5)               30,569,489
                                                                             ----------
Total-- representing net assets applicable to outstanding shares           $499,864,674
                                                                           ============
Net assets applicable to outstanding shares:Class A                        $439,354,973
                                            Class B                        $ 60,508,439
                                            Class Y                        $      1,262
Net asset value per share of outstanding shares:
                                           Class A shares 80,693,638       $       5.44
                                           Class B shares 11,113,051       $       5.44
                                           Class Y shares        232       $       5.44

See accompanying notes to financial statements.

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

Statement of operations
AXP Insured Tax-Exempt Fund

Year ended June 30, 1999

Investment income
Income:
<S>                                                                        <C>
Interest                                                                   $ 28,611,911
                                                                           ------------
Expenses (Note 2):
Investment management services fee                                            2,290,350
Distribution fee-- Class B                                                      400,031
Transfer agency fee                                                             208,581
Incremental transfer agency fee
   Class A                                                                       12,931
   Class B                                                                        3,359
Service fee
   Class A                                                                      791,200
   Class B                                                                       93,211
Administrative services fees and expenses                                       210,787
Compensation of board members                                                     9,665
Custodian fees                                                                   27,605
Printing and postage                                                             67,951
Registration fees                                                                86,786
Audit fees                                                                       18,000
Other                                                                               782
                                                                                    ---
Total expenses                                                                4,221,239
   Earnings credits on cash balances (Note 2)                                   (23,564)
                                                                                -------
Total net expenses                                                            4,197,675
                                                                              ---------
Investment income (loss) -- net                                              24,414,236
                                                                             ----------

 Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions (Note 3)                                               742,277
   Financial futures contracts                                                   (8,140)
                                                                                 ------
Net realized gain (loss) on investments                                         734,137
Net change in unrealized appreciation (depreciation) on investments         (16,718,013)
                                                                            -----------
Net gain (loss) on investments                                              (15,983,876)
                                                                            -----------
Net increase (decrease) in net assets resulting from operations           $   8,430,360
                                                                          =============

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

Statements of changes in net assets
AXP Insured Tax-Exempt Fund

Year ended June 30,                                               1999          1998

Operations and distributions
<S>                                                         <C>            <C>
Investment income (loss) -- net                             $ 24,414,236   $ 25,080,192
Net realized gain (loss) on investments                          734,137        358,569
Net change in unrealized appreciation (depreciation)
   on investments                                            (16,718,013)    10,861,233
                                                             -----------     ----------
Net increase (decrease) in net assets resulting
   from operations                                             8,430,360     36,299,994
                                                               ---------     ----------
Distributions to shareholders from:
   Net investment income
      Class A                                                (22,223,076)   (23,865,771)
      Class B                                                 (2,197,167)    (1,669,839)
      Class Y                                                        (68)           (64)
   Net realized gains
      Class A                                                   (922,787)            --
      Class B                                                   (107,713)            --
      Class Y                                                         (3)            --
                                                                      --            ---
Total distributions                                          (25,450,814)   (25,535,674)
                                                             -----------    -----------

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                                    58,225,005     40,050,443
   Class B shares                                             23,201,849     15,365,511
Reinvestment of distributions at net asset value
   Class A shares                                             15,818,861     16,237,196
   Class B shares                                              1,774,014      1,264,769
   Class Y shares                                                     70             63
Payments for redemptions
   Class A shares                                            (74,499,480)   (73,881,447)
   Class B shares (Note 2)                                    (6,558,443)    (4,572,619)
                                                              ----------     ----------
Increase (decrease) in net assets from share transactions     17,961,876     (5,536,084)
                                                              ----------     ----------
Total increase (decrease) in net assets                          941,422      5,228,236
Net assets at beginning of year                              498,923,252    493,695,016
                                                             -----------    -----------
Net assets at end of year                                   $499,864,674   $498,923,252
                                                            ============   ============
Undistributed (excess of distributions over)
   net investment income                                    $       (493)  $      9,195

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

Notes to Financial Statements

AXP Insured Tax-Exempt Fund

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AXP Special  Tax-Exempt  Series Trust was organized as a Massachusetts  business
trust on April 7, 1986. AXP Special  Tax-Exempt  Series Trust is a "series fund"
that is  currently  composed  of six  individual  funds,  including  AXP Insured
Tax-Exempt Fund. The Fund is registered under the Investment Company Act of 1940
(as amended) as a diversified,  open-end management investment company. The Fund
has unlimited authorized shares of beneficial interest.

The Fund invests  primarily in securities that are insured as to their scheduled
payment of principal  and interest  for at least as long as the  securities  are
held in the Fund. Insured securities fluctuate in market value as interest rates
change.

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

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

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

The Fund's significant accounting policies are summarized below:

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

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

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

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

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

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

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

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

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences,  undistributed  net investment  income has been decreased by $3,613
and  accumulated  net realized loss has been increased by $3,619  resulting in a
net reclassification adjustment to decrease paid-in capital by $6.

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

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Interest  income,  including  level-yield  amortization  of  premium  and
discount, is accrued daily.

As of June 30, 1999,  American  Express  Financial  Corporation  (AEFC)owned 232
Class Y shares.

2. EXPENSES AND SALES CHARGES

The  Fund  has  agreements  with  AEFC  to  manage  its  portfolio  and  provide
administrative services. Under an Investment Management Services Agreement, AEFC
determines which securities will be purchased,  held or sold. The management fee
is a percentage of the Fund's  average daily net assets in reducing  percentages
from 0.45% to 0.35% annually.

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

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

o  Class A $19.50
o  Class B $20.50
o  Class Y $17.50

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

The Fund has  agreements  with  American  Express  Financial  Advisors  Inc. for
distribution   and  shareholder   services.   Under  a  Plan  and  Agreement  of
Distribution, the Fund pays a distribution fee at an annual rate of 0.75% of the
Fund's average daily net assets  attributable to Class B shares.  Effective July
1, 1999, the Fund will pay a  distribution  fee at an annual rate up to 0.25% of
the Fund's  average  daily net assets  attributable  to Class A shares and up to
1.00% of the Fund's average daily net assets attributable to Class B shares.

Under a Shareholder Service Agreement,  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  0.175%  of  the  Fund's  average  daily  net  assets
attributable to Class A and Class B shares and 0.10% of the Fund's average daily
net assets attributable to Class Y shares. Effective July 1, 1999, the Fund will
convert the  Shareholder  Service  Agreement with respect to Class A and Class B
shares into the Plan and Agreement of Distribution discussed above.

Sales  charges  received  by  American  Express  Financial   Advisors  Inc.  for
distributing Fund shares were $1,190,885 for Class A and $46,328 for Class B for
the year ended June 30, 1999.

During the year ended June 30, 1999,  the Fund's  custodian and transfer  agency
fees were reduced by $23,564 as a result of earnings credits from overnight cash
balances.

3. SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations) aggregated $82,116,950 and $63,690,377,  respectively, for the year
ended June 30, 1999.  Realized  gains and losses are determined on an identified
cost basis.

<PAGE>
<TABLE>
<CAPTION>

4. SHARE TRANSACTIONS

Transactions in shares of the Fund for the years indicated are as follows:

                                                    Year ended June 30, 1999
                                         Class A             Class B           Class Y
<S>                                    <C>                 <C>                     <C>
Sold                                   10,339,760          4,119,334               --
Issued for reinvested distributions     2,813,067            315,747               12
Redeemed                              (13,244,629)        (1,174,064)              --
                                      -----------         ----------              ---
Net increase (decrease)                   (91,802)         3,261,017               12

                                                    Year ended June 30, 1998
                                         Class A             Class B           Class Y
Sold                                    7,152,603          2,743,185               --
Issued for reinvested distributions     2,900,525            225,893               12
Redeemed                              (13,187,728)          (816,165)              --
                                      -----------           --------              ---
Net increase (decrease)                (3,134,600)         2,152,913               12


5. INTEREST RATE FUTURES CONTRACTS

As of June 30, 1999,  investments in securities  included  securities  valued at
$1,014,520  that were pledged as collateral to cover initial margin  deposits on
72 open purchase  contracts.  The market value of the open purchase contracts as
of June 30, 1999, was $8,552,250  with a net  unrealized  loss of $107,444.  See
"Summary of significant accounting policies."

6. BANK BORROWINGS

The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the  aggregate  of 333% of advances  equal to or less than five  business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to participate with other American Express funds, permits borrowings up
to $200  million,  collectively.  Interest  is charged to each Fund based on its
borrowings  at a  rate  equal  to the  Federal  Funds  Rate  plus  0.30%  or the
Eurodollar Rate (Reserve  Adjusted) plus 0.20%.  Borrowings are payable up to 90
days after such loan is executed.  The Fund also pays a commitment  fee equal to
its pro rata share of the amount of the credit  facility  at a rate of 0.05% per
annum.  The Fund had no  borrowings  outstanding  during the year ended June 30,
1999.

7. FINANCIAL HIGHLIGHTS

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

Investments in Securities

AXP Insured Tax-Exempt Fund
June 30, 1999

(Percentages represent value of investments compared to net assets)

Municipal bonds (99.0%)
Name of issuer and title of issue(b,c)        Coupon       Principal          Value(a)
                                               rate         amount

Alabama (0.6%)
Mobile General Obligation Capital Improvement Warrants
   Convention Center Pre-refunded Bonds
   Series 1990 (AMBAC Insured)
<S>   <C>   <C>                                <C>        <C>                <C>
      08-15-20                                 7.13%      $3,000,000         $3,174,900

Alaska (1.8%)
North Slope Borough Capital Appreciation
   Unlimited General Obligation Bonds
   Zero Coupon Series 1995A (MBIA Insured)
      06-30-06                                 5.61        5,300,000(d)       3,774,077
North Slope Borough General Obligation Bonds
   Zero Coupon Series 1996B (MBIA Insured)
      06-30-07                                 5.72        8,000,000(d)       5,384,800
Total                                                                         9,158,877

Arizona (1.4%)
Chandler Water & Sewer Refunding Revenue Bonds
   Series 1991 (FGIC Insured)
      07-01-12                                 7.00        1,250,000          1,324,600
Health Facilities Authority Hospital System
   Refunding Revenue Bonds Phoenix Baptist Hospital
   Series 1992 (MBIA Insured)
      09-01-11                                 6.25        1,650,000          1,766,309
Phoenix Civic Improvement Wastewater System
   Lease Refunding Revenue Bonds (Secondary MBIA Insured)
      07-01-23                                 4.75        4,500,000          4,097,250
Total                                                                         7,188,159

Arkansas (0.2%)
Jonesboro Residential Housing & Health Care Facility Board
   St. Bernards Regional Medical Center Hospital Refunding
   Revenue & Construction Bonds Series 1996B
    (AMBAC Insured)
      07-01-16                                 5.90        1,200,000          1,246,500

California (12.0%)
Contra Costa Water District Revenue Bonds
   Series 1994G (MBIA Insured)
      10-01-19                                 5.50        4,675,000          4,716,280
Delta Counties Home Mortgage  Finance  Authority  Single Family Mortgage Revenue
   Bonds Series 1998A (MBIA Insured) A.M.T.
      06-01-24                                 6.70        1,500,000          1,638,495
Desert Sands Unified School District Convertible
   Capital Appreciation Certificates Zero Coupon Series 1995
   (FSA Insured)
      03-01-01                                 6.45        3,000,000(g)       2,979,480
Eastern Municipal Water District Riverside County
   Water & Sewer Pre-refunded Revenue
   Certificates of Participation Series 1991 (FGIC Insured)
      07-01-20                                 6.50        5,460,000          5,833,136
Fontana Unified School District
   San Bernardino County General Obligation
   Convertible Capital Appreciation Bonds
   Series 1995C (FGIC Insured)
      05-01-20                                 6.15        6,000,000          6,405,480
Fresno Health Facility Revenue Bonds Holy Cross-St. Agnes
   (Secondary MBIA Insured)
      06-01-21                                 6.63        2,000,000          2,170,760
Los Angeles Department of Airports Revenue Bonds
   Los Angeles International Airport Series 1995D
   (FGIC Insured) A.M.T.
      05-15-15                                 5.50        2,000,000          2,020,220
Los Angeles Department of Water & Power Waterworks
   Refunding Revenue Bonds
   Second Issue (Secondary FGIC Insured)
      05-15-23                                 4.50        2,000,000          1,740,600
Northern California Transmission Select Auction
   Variable Rate Security & Residual Interest Revenue Bonds
   Inverse Floater (MBIA Insured)
      04-29-24                                 5.50        2,500,000(e)       2,502,250
Oceanside Certificate of Participation Refunding Bonds
   Oceanside Civic Center (MBIA Insured)
      08-01-19                                 5.25        1,730,000          1,704,586
Rural Home Mortgage Financing Authority Single Family Mortgage Revenue Bonds 3rd
   Series 1997A (GNMA Insured) A.M.T.
      09-01-29                                 7.00        1,425,000          1,579,769
San Diego County Certificate of Participation
   Regional Authority Bonds Mt. Tower
   Series 1991 Inverse Floater (MBIA Insured)
      11-18-19                                 6.36        9,000,000(e)       9,487,080
San Jose Redevelopment Agency Merged Area
   Redevelopment Tax Allocation Bonds
   Series 1993 (MBIA Insured)
      08-01-24                                 4.75        2,400,000          2,162,544
San Jose Redevelopment Agency Tax
   Allocation Bonds Series 1997 (MBIA Insured)
      08-01-17                                 5.50        1,000,000          1,015,420
San Mateo County Joint Power Financing Authority
   Lease Revenue Bonds San Mateo County Health Center
   Series 1994A (FSA Insured)
      07-15-22                                 5.75        1,500,000          1,622,535
State Public Works Board Lease Revenue Bonds
   Department of Correction Substance Abuse Treatment
   Facility & State Prison at Corcoran
   Series 1996A (AMBAC Insured)
      01-01-21                                 5.25        2,000,000          1,967,100
State Public Works Board Lease Revenue Bonds
   University of California Series 1992A (AMBAC Insured)
      12-01-16                                 6.40        2,000,000          2,180,780
State Unlimited Tax General Obligation Bonds
   (Secondary FGIC Insured)
      09-01-23                                 4.75        2,500,000          2,263,150
Statewide Community Development Authority
   Certificate of Participation
   Sutter Health Obligated Group (MBIA Insured)
      08-15-22                                 5.50        5,750,000          5,790,768
Total                                                                        59,780,433

Colorado (1.7%)
Denver City & County Airport Revenue Bonds Series 1995B (MBIA Insured) A.M.T.
      11-15-17                                 5.75        4,290,000(i)       4,352,291
Douglas County School District General Obligation
   Improvement Bonds Series 1994A (MBIA Insured)
      12-15-16                                 6.50        1,500,000          1,631,955
Larimer County School District R-1 Certificate of Participation
   Series 1997 (MBIA Insured)
      12-01-16                                 5.65        1,000,000          1,032,710
Larimer, Weld & Boulder Counties School District R-2J
   Thompson Unlimited General Obligation Capital
   Appreciation Bonds Zero Coupon
   Series 1997 (FGIC Insured)
      12-15-11                                 5.45        2,000,000(d)       1,039,800
      12-15-12                                 5.50        1,400,000(d)         685,216
Total                                                                         8,741,972

Delaware (0.2%)
Health Facilities Authority Refunding Revenue Bonds
   Medical Center of Delaware Series 1989 (MBIA Insured)
      10-01-15                                 7.00        1,000,000          1,108,310

District of Columbia (0.9%)
Association of American Medical Colleges
   College Revenue Bonds Series 1997A (AMBAC Insured)
      02-15-27                                 5.38        2,500,000          2,441,825
Unlimited Tax General Obligation Refunding Bonds
   Series 1993B-2 (FSA Insured)
      06-01-10                                 5.50        2,000,000          2,052,780
Total                                                                         4,494,605

Florida (1.7%)
Alachua County Public Improvement
   Refunding Revenue Bonds
   (FSA Insured)
      08-01-21                                 5.13        2,000,000          1,929,440
Department of Transportation Turnpike Revenue Bonds
   Series 1991A (AMBAC Insured)
      07-01-20                                 6.25        1,250,000          1,303,375
Fort Myers Utility System Refunding Revenue Bonds
   Series 1989A (BIG Insured)
      10-01-19                                 6.00        2,000,000          2,010,580
Gulf Breeze Local Government Loan Program Boca Raton
   Series 1985A (FGIC Insured)
      12-01-15                                 7.75        2,000,000          2,071,680
State Correctional Privatization Commission
   Certificate of Participation 350 Bed Youthful Columbia
   Series 1995A (AMBAC Insured)
      08-01-17                                 5.00        1,000,000            959,710
Total                                                                         8,274,785

Georgia (3.1%)
Chatham County Hospital Authority Revenue Bonds
   Memorial Medical Center Series 1990A (MBIA Insured)
      01-01-21                                 7.00        4,500,000          4,776,390
Cherokee County Water & Sewer Authority
   Water & Sewer Revenue Bonds Series 1995
   (MBIA Insured)
      08-01-25                                 5.20        4,970,000          4,862,151
Fulton County Water & Sewer Revenue Bonds
   (FGIC Insured)
      01-01-14                                 6.38        3,250,000          3,637,361
Richmond County Water & Sewer Refunding Revenue
   Improvement Bonds Series 1996A (FGIC Insured)
      10-01-28                                 5.25        2,500,000          2,437,775
Total                                                                        15,713,677

Hawaii (0.2%)
Harbor System Revenue Bonds
   Series 1997 (MBIA Insured) A.M.T.
      07-01-27                                 5.50        1,000,000            990,130

Illinois (6.0%)
Chicago O'Hare International Airport
   General Revenue Bonds Series 1990A
   (AMBAC Insured) A.M.T.
      01-01-16                                 7.50        2,000,000          2,072,800
Chicago O'Hare International Airport Terminal
   Revenue Bonds (MBIA Insured) A.M.T.
      01-01-10                                 7.63        3,000,000          3,115,470
Chicago Public Building Commission
   Pre-refunded Revenue Bonds Series 1990A (MBIA Insured)
      01-01-15                                 7.13        5,000,000          5,312,351
Chicago Reform Board of Trustees
   Board of Education Unlimited Tax General Obligation
   Refunding Bonds Dedicated Tax Revenue
   Zero Coupon Series 1999A (FGIC Insured)
      12-01-21                                 5.27       10,465,000(d)       2,932,921
Cook County Consolidated High School
   District 200 Limited Tax General Obligation Bonds
   Oak Park Zero Coupon Series 1998 (FSA Insured)
      12-01-15                                 5.60        7,190,000(d)       2,894,047
      12-01-17                                 5.62        3,750,000(d)       1,341,375
McHenry County Community High School District
   157 Unlimited Tax Capital Appreciation General
   Obligation Bonds Zero Coupon Series 1998 (FSA Insured)
      12-01-17                                 5.60        5,790,000(d)       2,071,083
Southern Illinois University Housing & Auxiliary
   Facilities System Revenue Bonds
   Zero Coupon Series 1999A (MBIA Insured)
      04-01-26                                 5.55        4,000,000(d)         859,560
St. Clair County Public Community Building
   Capital Appreciation Revenue Bonds
   Zero Coupon Series 1997B (FGIC Insured)
      12-01-14                                 5.95        2,000,000(d)         863,740
St. Clair County Unlimited Tax Capital Appreciation
   General Obligation Bonds Zero Coupon
   Series 1999 (FGIC Insured)
      10-01-16                                 5.58        4,710,000(d)       1,786,079
      10-01-17                                 5.58        6,745,000(d)       2,413,698
      10-01-18                                 5.80        6,935,000(d)       2,242,848
      10-01-19                                 5.80        7,060,000(d)       2,140,592
Total                                                                        30,046,564

Indiana (2.4%)
Fort Wayne Hospital Authority Revenue Bonds
   Parkview Health System (MBIA Insured)
      11-15-28                                 4.75        2,500,000          2,188,800
Marion County Hospital Authority Refunding Revenue Bonds
   Methodist Hospital Series 1989 (MBIA Insured)
      09-01-13                                 6.50        4,000,000          4,059,960
State Health Facility Finance Authority Hospital
   Refunding Revenue Bonds Columbus Regional Hospital
   Series 1993 (CGIC Insured)
      08-15-15                                 7.00        5,000,000          5,823,250
Total                                                                        12,072,010

Kansas (0.5%)
Labette County Single Family Housing Revenue
   Bonds Series 1998A-2 (GNMA Insured)
      12-01-11                                 7.65          260,000            278,379
Sedgwick & Shawnee  Counties  Single  Family  Housing  Revenue  Mortgage  Backed
   Securities 1st Series 1997A (MBIA Insured) A.M.T.
      06-01-29                                 6.95        1,810,000(h)       1,977,299
Total                                                                         2,255,678

Louisiana (1.5%)
Energy & Power Authority Refunding Revenue Bonds
   Rodemacher Unit 2 Series 1991 (FGIC Insured)
      01-01-08                                 6.75        7,000,000          7,387,800

Maine (0.4%)
State Turnpike Authority Turnpike Revenue Bonds
   (MBIA Insured)
      07-01-18                                 6.00        1,790,000          1,941,094

Massachusetts (5.7%)
Health & Educational Facilities Authority
   Pre-refunded Bonds Northeastern University
   Series 1989C (AMBAC Insured)
      10-01-06                                 7.10        1,000,000          1,028,570
Health & Educational Facilities Authority
   Revenue Bonds Cape Cod Health System
   Series 1993A (Connie Lee Insured)
      11-15-21                                 5.25        4,000,000          3,817,480
Industrial Finance Agency Revenue Bonds
   Brandeis University (MBIA Insured)
      10-01-19                                 6.80        1,700,000          1,746,257
Municipal Wholesale Electric Power
   Supply System Refunding Revenue Bonds
   Series 1994B (MBIA Insured)
      07-01-11                                 4.75        5,250,000          4,978,103
Plymouth County Certificates of Participation
   Plymouth Correctional Facility Series 1999
   (AMBAC Insured)
      04-01-22                                 5.00        1,750,000          1,643,530
State Bay Transportation Authority Series 1995B
   (AMBAC Insured)
      03-01-25                                 5.38        4,000,000          3,936,760
State Health & Education Facilities Authority
   Revenue Bonds Southcoast Health System
   Series 1998A (MBIA Insured)
      07-01-27                                 4.75        3,000,000          2,637,780
State Health & Education Facilities Authority
   Revenue Bonds Valley Regional Health System
   Series 1994C (Connie Lee Insured)
      07-01-18                                 5.75        1,500,000          1,525,905
State Turnpike Authority Metro Highway System
   Revenue Bonds Series 1999A (AMBAC Insured)
      01-01-34                                 4.75        2,500,000          2,176,975
State Turnpike Authority Metro Highway System
   Senior Lien Revenue Bonds Toll Road
   Series 1997A (MBIA Insured)
      01-01-37                                 5.00        3,000,000          2,727,750
State Water Resource Authority Revenue Bonds
   Series 1992A (Secondary MBIA Insured)
      07-15-22                                 5.50        2,000,000          2,072,900
Total                                                                        28,292,010

Michigan (4.3%)
Almont Community Schools
   Unlimited Tax General Obligation Bonds
   Series 1996 (FGIC Insured)
      05-01-22                                 5.38        1,900,000          1,876,478
Genesee County Sewer Disposal System 3
   Limited Tax General Obligation Bonds
   Series 1996A (AMBAC Insured)
      04-01-16                                 5.50        1,400,000          1,416,352
Grand Rapids Sanitary Sewer System Revenue Bonds
   Series 1998A (FGIC Insured)
      01-01-28                                 4.75        3,000,000          2,678,040
Holly Area School District
   Unlimited Tax General Obligation
   Refunding Bonds (FGIC Insured)
      05-01-25                                 4.75        1,000,000            893,340
Iron Mountain School Unlimited Tax
   General Obligation Refunding Bonds (AMBAC Insured)
      05-01-21                                 5.13        1,500,000          1,431,645
Kalamazoo Hospital Finance Authority
   Refunding & Improvement Bonds
   Bronson Methodist Hospital (Secondary MBIA Insured)
      05-15-12                                 6.25        3,000,000          3,245,130
Lincoln Park School District Wayne County School Building
   & Site Unlimited Tax General Obligation Bonds
   (FGIC Insured)
      05-01-26                                 5.90        1,500,000          1,618,665
Monroe County  Pollution  Control  Refunding Bonds Detroit Edison Series 1992I-B
   (MBIA Insured) A.M.T.
      09-01-24                                 6.55        5,000,000          5,381,150
State Trunk Line Bonds Series 1998A (MBIA Insured)
      11-01-20                                 4.75        1,000,000            905,250
Wayne Charter County Airport Revenue Bonds
   Detroit Metro Wayne County Series 1998A
   (MBIA Insured) A.M.T.
      12-01-28                                 5.00        2,000,000          1,827,820
Total                                                                        21,273,870

Minnesota (2.1%)
Southern Minnesota Municipal Power Agency
   Power Supply System Refunding Revenue Bonds
   Series 1993A (Secondary FGIC Insured)
      01-01-16                                 4.75        4,250,000          3,959,555
Southern Minnesota Municipal Power Agency
   Power Supply System Refunding Revenue Bonds
   Zero Coupon Series 1994A (MBIA Insured)
      01-01-21                                 6.12        6,000,000(d)       1,825,860
Western Minnesota Municipal Power Agency
   Revenue Bonds Escrowed to Maturity (AMBAC Insured)
      01-01-16                                 6.75        4,500,000          4,742,550
Total                                                                        10,527,965

Mississippi (1.1%)
Alcorn County Hospital Refunding Revenue Bonds
   Magnolia Regional Hospital Center (AMBAC Insured)
      10-01-13                                 5.75        1,000,000          1,029,670
State Home  Single  Family  Mortgage  Revenue  Bonds  Series  1997H (GNMA & FNMA
   Insured) A.M.T.
      12-01-29                                 6.70        1,980,000(h)       2,112,026
State Home Single  Family  Mortgage  Revenue  Bonds Series 1999A (GNMA  Insured)
   A.M.T.
      06-01-31                                 5.25        2,000,000          2,140,840
Total                                                                         5,282,536

Montana (1.9%)
Forsyth Rosebud County Pollution Refunding
   Revenue Bonds Puget Sound Power & Light
   (AMBAC Insured) A.M.T.
      08-01-21                                 7.25        4,000,000          4,270,840
State Board of Investments Payroll Tax Bonds
   Worker's Compensation Program
   Series 1991 (MBIA Insured)
      06-01-20                                 6.88        4,750,000          5,079,508
Total                                                                         9,350,348

Nevada (1.0%)
Clark County Passenger  Facility Charge Revenue Bonds Las Vegas McCarren Airport
   Series 1995B (Secondary AMBAC Insured) A.M.T.
      07-01-25                                 5.50        5,000,000          4,921,200

New Hampshire (1.0%)
Industrial Development Authority Pollution Control
   Revenue Bonds Light & Power Series 1989 (AMBAC Insured) A.M.T.
      12-01-19                                 7.38        5,000,000          5,167,150

New Jersey (0.2%)
Carteret Board of Education Refunding
   Certificates of Participation
   Series 1999 (MBIA Insured)
      04-15-19                                 4.75        1,000,000            929,530

New Mexico (0.5%)
Rio Rancho Water & Wastewater System
   Refunding Revenue Bonds
   Series 1999 (AMBAC Insured)
      05-15-22                                 4.75        1,500,000          1,361,745
Santa Fe Water Revenue Bonds (AMBAC Insured)
      06-01-24                                 6.30        1,000,000          1,079,970
Total                                                                         2,441,715

New York (7.6%)
New York City Municipal Water Finance Authority
   Water & Sewer System Revenue Bonds
   Series 1995A (Secondary MBIA Insured)
      06-15-23                                 5.50        5,000,000          5,012,450
State Dormitory Authority City University System
   Consolidated 3rd Resolution Revenue Bonds
   2nd Series 1994 (MBIA Insured)
      07-01-19                                 6.25        2,500,000          2,705,675
State Dormitory Authority State University Education Facility
   Revenue Bonds (Secondary AMBAC Insured)
      05-15-15                                 5.25        2,700,000          2,720,115
State Energy Resource & Development Authority
   Gas Facility Revenue Bonds Brooklyn Union Gas
   (MBIA Insured) A.M.T.
      06-01-25                                 5.60        4,500,000          4,505,625
State Energy Resource & Development Authority
   Pollution Control Bonds Series 1987A
   (MBIA Insured) A.M.T.
      07-01-26                                 6.15        3,000,000          3,148,620
State Energy  Research  &  Development  Authority  Pollution  Control  Refunding
   Revenue Bonds Rochester Gas & Electric (MBIA Insured) A.M.T.
      05-15-32                                 6.50        4,000,000          4,245,680
State Energy Research & Development  Authority Solid Waste  Development  Revenue
   Bonds State Gas & Electric Company Series A (MBIA Insured) A.M.T.
      12-01-28                                 5.70       11,210,000         11,281,183
State Urban Development Corporation Correctional
   Capital Facilities Lease Revenue Bonds
   Series 1995-96 (AMBAC Insured)
      01-01-25                                 5.38        3,000,000          2,956,980
State Urban Development Correction Facility
   Pre-refunded Revenue Bonds 1st Series 1990
   (FSA Insured)
      01-01-20                                 7.50        1,500,000          1,560,750
Total                                                                        38,137,078

North Carolina (1.3%)
Charlotte Pre-refunded Certificates of Participation
   Convention Facility Series 1991 (AMBAC Insured)
      12-01-21                                 6.75        3,150,000          3,404,237
Concord Certificate of Participation Series 1996B
   (MBIA Insured)
      06-01-16                                 5.75        1,480,000          1,518,317
Cumberland County Financial Corporation
   Installment Payment Miscellaneous Revenue Bonds
   Public Building & Equipment Series 1998 (MBIA Insured)
      12-01-17                                 4.75        1,640,000          1,505,733
Fayetteville Financial Corporation Installment Payment
   Revenue Bonds Series 1996 (MBIA Insured)
      02-01-14                                 5.63          300,000            308,307
Total                                                                         6,736,594

North Dakota (0.8%)
Fargo Health System Meritcare Obligated Group
   Revenue Bonds Series 1996A (MBIA Insured)
      06-01-27                                 5.38        4,350,000          4,224,329

Ohio (1.2%)
Lorain County Hospital Facilities Refunding Revenue Bonds
   EMH Regional Medical Center
   Series 1995 (AMBAC Insured)
      11-01-21                                 5.38        2,000,000          1,965,400
Lucas County Hospital Refunding Revenue Bonds
   St. Vincent's Medical Center Series 1993C (MBIA Insured)
      08-15-22                                 5.25        1,725,000          1,662,279
Montgomery County Hospital Facility
   Refunding Revenue & Improvement Bonds
   Ketter Medical Center
   Series 1996 (MBIA Insured)
      04-01-26                                 5.50        2,500,000          2,492,825
Total                                                                         6,120,504

Oklahoma (0.6%)
McAlester Public Works Authority Oklahoma Improvement
   Refunding Revenue Bonds (FSA Insured)
      12-01-17                                 5.25        1,470,000          1,526,507
      12-01-18                                 5.25        1,000,000          1,038,440
Moore Public Works Authority Refunding Revenue Bonds
   Series 1989 (AMBAC Insured)
      07-01-06                                 7.60          245,000            249,927
Total                                                                         2,814,874

Pennsylvania (4.4%)
Allegheny County Certificates of Participation
   County Courthouse Renovation
   Series 1999 (AMBAC Insured)
      12-01-28                                 5.00        3,000,000          2,778,300
Harrisburg Authority Dauphin County Revenue Bonds
   Series 1997-II (MBIA Insured)
      09-15-22                                 5.63        2,000,000          2,022,740
Philadelphia Gas Works Revenue Bonds
   General Ordinance 2nd Series 1998 (FSA Insured)
      07-01-29                                 5.00        4,325,000          3,997,079
Pittsburgh Water & Sewer Authority System
   Pre-refunded Revenue Bonds Series 1991A (FGIC Insured)
      09-01-14                                 6.50       10,000,000         10,690,900
Robinson Township Municipal Authority Water & Sewer
   Revenue Bonds (FGIC Insured)
      11-15-19                                 6.00        2,200,000          2,290,310
Total                                                                        21,779,329

Rhode Island (0.6%)
Health & Education Building Corporation Higher Education
   Facility Revenue Bonds Series 1996 (MBIA Insured)
      06-01-26                                 5.63        3,000,000          3,030,210

South Carolina (0.9%)
Piedmont Municipal Power Agency Electric
   Refunding Revenue Bonds (FGIC Insured)
      01-01-21                                 6.25        1,000,000          1,112,800
Piedmont Municipal Power Agency Electric
   Refunding Revenue Bonds Series 1998A (MBIA Insured)
      01-01-25                                 4.75        3,900,000          3,472,131
Total                                                                         4,584,931

Tennessee (1.5%)
Franklin Special School District Williamson County
   Limited Tax Capital Appreciation General Obligation Bonds
   Zero Coupon (FSA Insured)
      06-01-19                                 5.79        1,425,000(d)         465,163
      06-01-20                                 5.80        2,345,000(d)         722,190
Knox County Health Education & Housing Facility Board
   Hospital Refunding Revenue Bonds Fort Sanders
   Alliance Obligation Group Series 1993 (MBIA Insured)
      01-01-14                                 5.75        3,750,000          3,930,899
Metropolitan Government Nashville & Davidson Counties
   Sports Authority Public Improvement Revenue Bonds
   Series 1996 (AMBAC Insured)
      07-01-17                                 5.75        2,160,000          2,238,257
Total                                                                         7,356,509

Texas (18.1%)
Austin Airport  System  Prior Lien Revenue  Bonds  Series  1995A (MBIA  Insured)
    A.M.T.
      11-15-25                                 6.13        3,000,000          3,140,640
Austin Combined Utilities System Capital Appreciation
   Refunding Revenue Bonds Series 1994 Zero Coupon
   (FGIC Insured)
      05-15-17                                 5.83        5,900,000(d)       2,206,010
Austin Combined Utilities System Refunding Revenue Bonds
   Series 1994 (FGIC Insured)
      05-15-24                                 5.75        8,500,000          8,793,419
Austin Combined Utilities System Revenue Bonds
   Series 1987 (BIG Insured)
      11-15-12                                 8.63          750,000            837,368
      11-15-17                                 8.63          500,000            558,245
Bexar County Health Facility Development Hospital
   Revenue Bonds San Antonio Baptist Memorial
   Hospital System Series 1994 (MBIA Insured)
      08-15-19                                 6.75        5,000,000          5,584,200
Brazos River Authority Collateralized Pollution Control
   Refunding Revenue Bonds Texas Utility Electric
   Series 1992C (FGIC Insured) A.M.T.
      10-01-22                                 6.70       14,935,000         15,992,696
Colorado River Municipal Water District Water System
   Pre-refunded Revenue Bonds Series 1991A
   (AMBAC Insured)
      01-01-21                                 6.63        8,900,000          9,236,152
Corsicana Waterworks & Sewer System
   Refunding Revenue Bonds Series 1997A (FGIC Insured)
      08-15-22                                 5.75        2,075,000          2,118,285
Georgetown Combination Tax & Utilities System
   Limited Revenue Certificates of Obligation
   Series 1997 (FGIC Insured)
      08-15-17                                 5.38        1,000,000            998,210
Harris County Toll Road Senior Lien
   Pre-refunded Revenue Bonds Series 1992A
   (AMBAC Insured)
      08-15-17                                 6.50        8,170,000          8,850,397
Hillsboro Independent School District
   Unlimited Tax School Building & Refunding
   Revenue Bonds Series 1997
   (Permanent School Fund Guarantee)
      08-15-26                                 5.25        1,000,000            960,830
Houston Water & Sewer System
   Junior Lien Refunding Revenue Bonds
   Series 1997A (FGIC Insured)
      12-01-22                                 5.25        7,210,000          6,973,872
League City General Obligation
   Refunding & Improvement Bonds
   Series 1990 (FGIC Insured)
      02-01-13                                 6.25        2,500,000          2,584,500
Matagorda County Navigation District 1
   Collateralized Pollution Control Revenue Bonds
   Central Power & Light Series 1984A (AMBAC Insured)
      12-15-14                                 7.50        2,500,000          2,613,225
Matagorda County Navigation District 1 Pollution Control
   Refunding Revenue Bonds Houston Light & Power
   Series 1989E (FGIC Insured)
      12-01-18                                 7.20        2,150,000          2,222,176
Matagorda County Navigation District 1 Pollution Control
   Revenue Bonds Central Power & Light
   Series 1990 (AMBAC Insured) A.M.T.
      03-01-20                                 7.50        2,000,000          2,082,660
Mineral Wells Independent School Districts Palo
   Pinto & Parker Counties Unlimited Tax General Obligation
   School Building & Refunding Bonds Series 1998
   (Permanent School Fund Guarantee)
      02-15-28                                 4.75        2,000,000          1,774,360
Municipal Power Agency Refunding Revenue Bonds
   Series 1991A (AMBAC Insured)
      09-01-12                                 6.75        5,250,000          5,603,378
Rosenberg Limited Tax General Obligation Bonds
   Series 1998 (FSA Insured)
      03-01-16                                 4.50          740,000            653,213
      03-01-17                                 4.50          785,000            687,260
Turnpike Authority Dallas North Tollway Revenue Bonds
   Addison Airport Toll Tunnel Series 1994 (FGIC Insured)
      01-01-23                                 6.60        2,000,000          2,228,840
University of Houston System Consolidated
   Pre-refunded Revenue Bonds Series 1990A (MBIA Insured)
      02-15-06                                 7.40        3,160,000          3,238,210
Total                                                                        89,938,146

Vermont (0.2%)
University of Vermont & State Agricultural College
   Revenue Bonds Series 1998 (MBIA Insured)
      10-01-38                                 4.75        1,000,000            879,760

Virginia (5.5%)
Hanover County Industrial Development Authority
   Memorial Regional Medical Center (MBIA Insured)
      08-15-25                                 5.50        3,800,000          3,784,078
Loudoun County Sanitation Authority Waste & Sewer
   Refunding Revenue Bonds (MBIA Insured)
      01-01-30                                 5.25        1,435,000          1,394,633
Metropolitan Washington D.C. Airports Authority Airport
   System Revenue Bonds Series 1992A (MBIA Insured)
   A.M.T.
      10-01-19                                 6.63        9,420,000         10,095,603
Portsmouth Redevelopment Housing Authority
   Multi-family Housing Refunding Revenue Bonds
   (FNMA Insured)
      12-01-08                                 6.05        5,780,000          6,096,686
Upper Occoquan Sewer Authority Regional Sewer
   Revenue Bonds Series 1995A (MBIA Insured)
      07-01-29                                 4.75        4,000,000          3,572,400
William County Lease Certificate of Participation Bonds
   (MBIA Insured)
      12-01-20                                 5.50        2,590,000          2,593,315
Total                                                                        27,536,715

Washington (0.5%)
Central Puget Sound Regional Transit Authority
   Sales Tax Revenue Bonds (FGIC Insured)
      02-01-28                                 4.75        3,000,000          2,653,950

West Virginia (1.8%)
School Building Authority Capital Improvement
   Pre-refunded Revenue Bonds (MBIA Insured)
      07-01-15                                 7.25        3,415,000          3,606,786
School Building Authority Capital Improvement
   Revenue Bonds Series 1990B (MBIA Insured)
      07-01-17                                 6.75        5,000,000          5,257,400
Total                                                                         8,864,186

Wisconsin (0.5%)
Center District Sales Tax Appreciation Senior
   Dedicated Bonds Zero Coupon Series 1996A
   (MBIA Insured)
      12-15-17                                 6.03        4,000,000(d)       1,448,360
      12-15-21                                 5.45        3,045,000(d)         870,139
Southeast Professional Baseball Park District
   Sales Tax Revenue Bonds Zero Coupon
   (MBIA Insured)
      12-15-29                                 5.15        2,125,000(d)         383,626
Total                                                                         2,702,125

Wyoming (1.1%)
Central Regional Water System-Joint Powers Board
   Refunding Revenue Bonds (FSA Insured)
      06-01-30                                 5.25        4,000,000          3,880,280
Green River Joint Powers Board Water & Sewer
   Refunding Revenue Bonds Sweetwater County
   Series 1999A (FSA Insured)
      03-01-24                                 5.00        2,000,000          1,858,080
Total                                                                         5,738,360

Total municipal bonds
(Cost: $464,182,485)                                                       $494,859,418

Municipal notes (0.3%)
Issuer(c,f)                             Effective             Amount         Value(a)
                                            yield          payable at
                                                            maturity
Columbia Alabama Industrial Development Authority
   Pollution Control Revenue Bonds (Alabama Power)
   Series C V.R.
      10-01-22                                 3.40%      $1,400,000         $1,400,000
 Regents of the University of Michigan Hospital
   Revenue Bonds Series 1995A V.R.
      12-01-27                                 3.45          100,000            100,000

Total municipal notes
(Cost: $1,500,000)                                                           $1,500,000

Total investments in securities
(Cost: $465,682,485)(j)                                                    $496,359,418

See accompanying notes to investments in securities.

</TABLE>
<PAGE>
Notes to investments in securities

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

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

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

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

A.M.T.   --   Alternative Minimum Tax -- As of June 30, 1999, the value of
              securities subject to alternative minimum tax represented 19.62%
              of net assets.
B.A.N.   --   Bond Anticipation Note
C.P.     --   Commercial Paper
R.A.N.   --   Revenue Anticipation Note
T.A.N.   --   Tax Anticipation Note
T.R.A.N. --   Tax & Revenue Anticipation Note
V.R.     --   Variable Rate
V.R.D.B. --   Variable Rate Demand Bond
V.R.D.N. --   Variable Rate Demand Note

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

(e)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on June 30, 1999.  Inverse  floaters in the aggregate  represent 2.40% of
the Fund's net assets as of June 30, 1999.

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

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

(h) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on June 30, 1999.

(i) Partially  pledged as initial  deposit on the  following  open interest rate
futures contracts (see Note 5 to the financial statements):

Type of security                                 Notional amount

Purchase contracts
Municipal Bonds, Sept. 1999                           $7,200,000

(j) At June 30, 1999, the cost of securities for federal income tax purposes was
$465,682,485  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                   $32,910,063
Unrealized depreciation                                    (2,233,130)
                                                           ----------
Net unrealized appreciation                               $30,676,933



<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 is 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 AXP  Utilities  Income Fund,  Inc. and
         American  Express  Financial  Advisors Inc.  dated July 8, 1999,  filed
         electronically as Exhibit (e) to Registrant's  Post-Effective Amendment
         No.  22 File No.  33-20872  filed  on or  about  August  26,  1999,  is
         incorporated by reference.  Registrant's Distribution Agreement differs
         from the one incorporated by reference only by the fact that Registrant
         is one executing party.

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

(g)      Custodian  Agreement  between  Registrant  and First  National  Bank of
         Minneapolis,  dated July 23, 1986, filed electronically as Exhibit 8 to
         Registrant's  Post-Effective Amendment No. 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.


<PAGE>



(h)(6)   Transfer Agency  Agreement  between  Registrant and American Express
         Client Service  Corporation,  dated Feb. 1, 1999, is  incorporated  by
         reference to Exhibit (h)(6) to Registrant's  Post-Effective  Amendment
         No. 31 to Registration Statement No. 33-5102.

(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.

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

(k)      Omitted Financial Statements:  Not Applicable.

(l)      Initial Capital Agreements:  Not Applicable.

(m)      Plan and  Agreement  of  Distribution  dated July 1, 1999  between  AXP
         Discovery Fund, Inc. and American Express  Financial  Advisors Inc., is
         incorporated  by reference to Exhibit (m) to AXP Discovery  Fund,  Inc.
         Post-Effective  Amendment No. 36 to Registration  Statement No. 2-72174
         filed on or about July 30, 1999.

(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 to Registration  Statement 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  incorporated  by reference as
         Exhibit  (p)(1) to  Registrant's  Post-Effective  Amendment  No. 31 to
         Registration Statement No. 33-5102.

(p)(2)   Officers' Power of Attorney to sign Amendments to this  Registration
         Statement, dated March 1, 1999 is incorporated by reference as Exhibit
         (p)(2) to Registrant's Post-Effective Amendment No. 31 to Registration
         Statement No. 33-5102.

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.


<PAGE>



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.


<TABLE>
<CAPTION>

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

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

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

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

                                American Express Financial                                Vice President
                                Advisors Inc.

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

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

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

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

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

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Capital Holdings Inc.                                 Director and President

                                IDS Futures Corporation                                   Director

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

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

                                American Express Service                                  Vice President
                                Corporation

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

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

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

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

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

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Executive Vice President

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

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

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

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

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

                                American Express Financial                                Director
                                Advisors Japan Inc.

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

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

                                American Express Financial                                Vice President
                                Advisors Inc.

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

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

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

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

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

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

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

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

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

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

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

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

                                American Express Financial                                Vice President and General
                                Advisors Inc.                                             Manager

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                IDS Insurance Agency of                                   Director and Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Massachusetts Inc.

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

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

                                IDS Insurance Agency of                                   Director and Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Wyoming Inc.

                                IDS Real Estate Services,                                 Vice President
                                Inc.

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

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

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

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

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

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

                                American Express Financial                                Vice President
                                Advisors Inc.

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

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

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

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

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

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

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

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

                                American Centurion Life                                   Vice President
                                Assurance Company

                                American Enterprise Life                                  Vice President
                                Insurance Company

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and Vice
                                Insurance Company                                         President

                                IDS Certificate Company                                   Vice President

                                IDS Life Insurance Company                                Vice President

                                IDS Life Series Fund, Inc.                                Vice President

                                IDS Life Variable Annuity                                 Vice President
                                Funds A and B

                                Investors Syndicate                                       Director and Vice
                                Development Corp.                                         President

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

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

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

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

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

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

                                American Centurion Life                                   Vice President and
                                Assurance Company                                         Treasurer

                                American Enterprise                                       Vice President and
                                Investment Services Inc.                                  Treasurer

                                American Enterprise Life                                  Vice President and
                                Insurance Company                                         Treasurer

                                American Express Asset                                    Vice President and
                                Management Group Inc.                                     Treasurer

                                American Express Asset                                    Vice President and
                                Management International                                  Treasurer
                                Inc.

                                American Express Client                                   Vice President and
                                Service Corporation                                       Treasurer

                                American Express                                          Vice President and
                                Corporation                                               Treasurer

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Treasurer

                                American Express Financial                                Vice President and
                                Advisors Japan Inc.                                       Treasurer

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

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

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

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

                                American Express Minnesota                                Vice President and
                                Foundation                                                Treasurer

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

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

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

                                American Partners Life                                    Vice President and
                                Insurance Company                                         Treasurer

                                IDS Cable Corporation                                     Director, Vice President
                                                                                          and Treasurer

                                IDS Cable II Corporation                                  Director, Vice President
                                                                                          and Treasurer

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

                                IDS Certificate Company                                   Vice President and
                                                                                          Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Alabama Inc.                                              Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Arkansas Inc.                                             Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Massachusetts Inc.                                        Treasurer

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

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

                                IDS Insurance Agency of                                   Vice President and
                                Ohio Inc.                                                 Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Wyoming Inc.                                              Treasurer

                                IDS Life Insurance Company                                Vice President, Treasurer
                                                                                          and Assistant Secretary

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

                                IDS Life Series Fund Inc.                                 Vice President and
                                                                                          Treasurer

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

                                IDS Management Corporation                                Director, Vice President
                                                                                          and Treasurer

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Treasurer

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

                                IDS Real Estate Services,                                 Vice President and
                                Inc.                                                      Treasurer

                                IDS Realty Corporation                                    Vice President and
                                                                                          Treasurer

                                IDS Sales Support Inc.                                    Vice President and
                                                                                          Treasurer

                                Investors Syndicate                                       Vice President and
                                Development Corp.                                         Treasurer

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

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

David R. Hubers,                AMEX Assurance Company       IDS Tower 10                 Director
Director, President and Chief                                Minneapolis, MN 55440
Executive Officer

                                American Express Financial                                Chairman, President and
                                Advisors Inc.                                             Chief Executive Officer

                                American Express Service                                  Director and President
                                Corporation

                                IDS Certificate Company                                   Director

                                IDS Life Insurance Company                                Director

                                IDS Plan Services of                                      Director and President
                                California, Inc.

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

Martin G. Hurwitz,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

                                IDS Life Insurance Company                                Vice President

                                IDS Life Series Fund, Inc.                                Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Marietta L. Johns,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Nancy E. Jones,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

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

Ora J. Kaine,                   American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

G. Michael Kennedy,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Susan D. Kinder,                American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

                                American Centurion Life                                   Director and Chairman of
                                Assurance Company                                         the Board

                                American Enterprise Life                                  Director and Chairman of
                                Insurance Company                                         the Board

                                American Express                                          Director and President
                                Corporation

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Insurance                                Director and President
                                Agency of Arizona Inc.

                                American Express Insurance                                Director and President
                                Agency of Idaho Inc.

                                American Express Insurance                                Director and President
                                Agency of Nevada Inc.

                                American Express Insurance                                Director and President
                                Agency of Oregon Inc.

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

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

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

                                American Express Service                                  Vice President
                                Corporation

                                American Partners Life                                    Director and Chairman of
                                Insurance Company                                         the Board

                                IDS Certificate Company                                   Director and Chairman of
                                                                                          the Board

                                IDS Insurance Agency of                                   Director and President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Director and President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Director and President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Director and President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and President
                                Wyoming Inc.

                                IDS Life Insurance Company                                Director and President

                                IDS Life Series Fund, Inc.                                Director and President

                                IDS Life Variable Annuity                                 Manager, Chairman of the
                                Funds A and B                                             Board and President

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

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

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

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

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

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

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

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

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

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

Lori J. Larson,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Daniel E. Laufenberg,           American Express Financial   IDS Tower 10                 Vice President and Chief
Vice President and Chief U.S.   Advisors Inc.                Minneapolis, MN 55440        U.S. Economist
Economist
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

                                American Express Trust                                    Director
                                Company

                                IDS Plan Services of                                      Director
                                California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

Mary J. Malevich,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

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

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

                                American Express                                          Director
                                Corporation

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and President
                                Insurance Company

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

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

William P. Miller,              Advisory Capital             IDS Tower 10                 Vice President
Vice President and Senior       Strategies Group Inc.        Minneapolis, MN 55440
Portfolio Manager

                                American Express Asset                                    Senior Vice President and
                                Management Group Inc.                                     Chief Investment Officer

                                American Express Financial                                Vice President and Senior
                                Advisors Inc.                                             Portfolio Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

                                American Express Trust                                    Vice President
                                Company

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

Barry J. Murphy,                American Express Client      IDS Tower 10                 Director and President
Director and Senior Vice        Service Corporation          Minneapolis, MN 55440
President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

Mary Owens Neal,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael J. O'Keefe,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James R. Palmer,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

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

Carla P. Pavone,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

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

Thomas P. Perrine,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

                                IDS Cable Corporation                                     Vice President and
                                                                                          Assistant Secretary

                                IDS Cable II Corporation                                  Vice President and
                                                                                          Assistant Secretary

                                IDS Management Corporation                                Vice President and
                                                                                          Assistant Secretary

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Assistant Secretary

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Assistant Secretary

                                IDS Realty Corporation                                    Vice President and
                                                                                          Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James M. Punch,                 American Express Financial   IDS Tower 10                 Vice President and Project
Vice President and Project      Advisors Inc.                Minneapolis, MN 55440        Manager
Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Frederick C. Quirsfeld,         American Express Asset       IDS Tower 10                 Senior Vice President and
Director and Senior Vice        Management Group Inc.        Minneapolis, MN 55440        Senior Portfolio Manager
President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

Rollyn C. Renstrom,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

ReBecca K. Roloff,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stephen W. Roszell,             Advisory Capital             IDS Tower 10                 Director
Director and Senior Vice        Strategies Group Inc.        Minneapolis, MN 55440
President

                                American Express Asset                                    Director, President and
                                Management Group Inc.                                     Chief Executive Officer

                                American Express Asset                                    Director
                                Management International,
                                Inc.

                                American Express Asset                                    Director
                                Management Ltd.

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Trust                                    Director
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Erven A. Samsel,                American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Theresa M. Sapp                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Stuart A. Sedlacek,             AMEX Assurance Company       IDS Tower 10                 Director
Director, Senior Vice                                        Minneapolis, MN 55440
President and Chief Financial
Officer

                                American Enterprise Life                                  Executive Vice President
                                Insurance Company

                                American Express Financial                                Senior Vice President and
                                Advisors Inc.                                             Chief Financial Officer

                                American Express Trust                                    Director
                                Company

                                American Partners Life                                    Director and Vice President
                                Insurance Agency

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Executive Vice President
                                                                                          and Controller

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Donald K. Shanks,               AMEX Assurance Company       IDS Tower 10                 Senior Vice President
Vice President                                               Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Senior Vice President
                                Insurance Company            DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

F. Dale Simmons,                AMEX Assurance Company       IDS Tower 10                 Vice President
Vice President                                               Minneapolis, MN 55440

                                American Centurion Life                                   Vice President
                                Assurance Company

                                American Enterprise Life                                  Vice President
                                Insurance

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Vice President
                                Insurance Company

                                IDS Certificate Company                                   Vice President

                                IDS Life Insurance Company                                Vice President

                                IDS Partnership Services                                  Director and Vice President
                                Corporation

                                IDS Real Estate Services                                  Chairman of the Board and
                                Inc.                                                      President

                                IDS Realty Corporation                                    Director and Vice President

                                IDS Life Insurance Company   P.O. Box 5144                Vice President
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Judy P. Skoglund,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Bridget Sperl,                  American Express Client      IDS Tower 10                 Vice President
Vice President                  Service Corporation          Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                Public Employee Payment                                   Director and President
                                Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lisa A. Steffes,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

William A. Stoltzmann,          American Enterprise Life     IDS Tower 10                 Director, Vice President,
Vice President and Assistant    Insurance Company            Minneapolis, MN 55440        General Counsel and
General Counsel                                                                           Secretary

                                American Express                                          Director, Vice President
                                Corporation                                               and Secretary

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Assistant General Counsel

                                American Partners Life                                    Director, Vice President,
                                Insurance Company                                         General Counsel and
                                                                                          Secretary

                                IDS Life Insurance Company                                Vice President, General
                                                                                          Counsel and Secretary

                                IDS Life Series Fund Inc.                                 General Counsel and
                                                                                          Assistant Secretary

                                IDS Life Variable Annuity                                 General Counsel and
                                Funds A & B                                               Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

James J. Strauss,               American Express Financial   IDS Tower 10                 Vice President
Vice President and General      Advisors Inc.                Minneapolis, MN 55440
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffrey J. Stremcha,            American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Barbara Stroup Stewart,         American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Keith N. Tufte                  American Express Financial   IDS Tower 10                 Vice President and
Vice President and Director     Advisors Inc.                Minneapolis, MN 55440        Director of Equity Research
of Equity Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Norman Weaver Jr.,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Arizona Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael L. Weiner,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Capital Holdings Inc.                                 Vice President

                                IDS Futures Brokerage Group                               Vice President

                                IDS Futures Corporation                                   Vice President, Treasurer
                                                                                          and Secretary

                                IDS Sales Support Inc.                                    Director, Vice President
                                                                                          and Assistant Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Lawrence J. Welte,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Jeffry F. Welter,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Edwin M. Wistrand,              American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                American Express Financial                                Vice President and Chief
                                Advisors Japan Inc.                                       Legal Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael D. Wolf,                American Express Asset       IDS Tower 10                 Executive Vice President
Vice President                  Management Group Inc.        Minneapolis, MN 55440        and Senior Portfolio
                                                                                          Manager

                                American Express Financial                                Vice President
                                Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Michael R. Woodward,            American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

                                IDS Life Insurance Company   P.O. Box 5144                Director
                                of New York                  Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
<TABLE>
<CAPTION>
Item 27. Principal Underwriters.

(a) American Express  Financial  Advisors acts as principal  underwriter for the
following investment companies:

         AXP Bond Fund,  Inc.; AXP California  Tax-Exempt  Trust;  AXP Discovery
         Fund,  Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
         AXP Federal  Income Fund,  Inc.;  AXP Global  Series,  Inc.; AXP Growth
         Fund, Inc.; AXP High Yield  Tax-Exempt  Fund,  Inc.; AXP  International
         Fund, Inc.; AXP Investment  Series,  Inc.; AXP Managed Retirement Fund,
         Inc.; AXP Market Advantage Series, Inc.; AXP Money Market Series, Inc.;
         AXP New  Dimensions  Fund,  Inc.; AXP Precious  Metals Fund,  Inc.; AXP
         Progressive   Fund,   Inc.;  AXP  Selective  Fund,  Inc.;  AXP  Special
         Tax-Exempt Series Trust; AXP Stock Fund, Inc.; AXP Strategy Fund, Inc.;
         AXP Tax-Exempt  Bond Fund,  Inc.;  AXP Tax-Free  Money Fund,  Inc.; AXP
         Utilities  Income Fund,  Inc.,  Growth Trust;  Growth and Income Trust;
         Income Trust,  Tax-Free  Income Trust,  World Trust and IDS Certificate
         Company.

(b) As to each director, officer or partner of the principal underwriter:


Name and Principal Business Address    Position and Offices with           Offices with Registrant
                                       Underwriter
- -------------------------------------- ----------------------------------- -----------------------------------
<S>                                    <C>                                 <C>
Ronald G. Abrahamson                   Vice President-Service Quality      None
IDS Tower 10                           and Reengineering
Minneapolis, MN  55440

Douglas A. Alger                       Senior Vice President-Human         None
IDS Tower 10                           Resources
Minneapolis, MN  55440

Peter J. Anderson                      Senior Vice President-Investment    Vice President-Investments
IDS Tower 10                           Operations
Minneapolis, MN  55440

Ward D. Armstrong                      Vice President-American Express     None
IDS Tower 10                           Retirement Services
Minneapolis, MN  55440

John M. Baker                          Vice President-Plan Sponsor         None
IDS Tower 10                           Services
Minneapolis, MN  55440

Joseph M. Barsky III                   Vice President - Mutual Fund        None
IDS Tower 10                           Equities
Minneapolis, MN  55440

Timothy V. Bechtold                    Vice President-Risk Management      None
IDS Tower 10                           Products
Minneapolis, MN  55440

John D. Begley                         Group Vice President-Ohio/Indiana   None
Suite 100
7760 Olentangy River Rd.
Columbus, OH  43235

Brent L. Bisson                        Group Vice President-Los Angeles    None
Suite 900, E. Westside Twr             Metro
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder                         Vice President-Nonproprietary       None
IDS Tower 10                           Products
Minneapolis, MN  55440

Walter K. Booker                       Group Vice President-New Jersey     None
Suite 200, 3500 Market Street
Camp Hill, NJ  17011

Bruce J. Bordelon                      Group Vice President - San          None
1333 N. California Blvd., Suite 200    Francisco Area
Walnut Creek, CA  94596

Charles R. Branch                      Group Vice President-Northwest      None
Suite 200
West 111 North River Dr.
Spokane, WA  99201

Douglas W. Brewers                     Vice President-Sales Support        None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                         Corporate Senior Vice President     None
IDS Tower 10
Minneapolis, MN  55440

Cynthia M. Carlson                     Vice President-American Express     None
IDS Tower 10                           Securities Services
Minneapolis, MN  55440

Mark W. Carter                         Senior Vice President and Chief     None
IDS Tower 10                           Marketing Officer
Minneapolis, MN  55440

James E. Choat                         Senior Vice President - Third       None
IDS Tower 10                           Party Distribution
Minneapolis, MN  55440

Kenneth J. Ciak                        Vice President and General          None
IDS Property Casualty                  Manager-IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI  54304

Paul A. Connolly                       Vice President-Advisor Staffing,    None
IDS Tower 10                           Training and Support
Minneapolis, MN 55440

Henry J. Cormier                       Group Vice President-Connecticut    None
Commerce Center One
333 East River Drive
East Hartford, CT  06108

John M. Crawford                       Group Vice President-Arkansas/      None
Suite 200                              Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe                         Group Vice                          None
Suite 312                              President-Carolinas/Eastern
7300 Carmel Executive Pk               Georgia
Charlotte, NC  28226

Colleen Curran                         Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Luz Maria Davis                        Vice President-Communications       None
IDS Tower 10
Minneapolis, MN  55440

Arthur E. Delorenzo                    Group Vice President - Upstate      None
4 Atrium Drive, #100                   New York
Albany, NY  12205

Scott M. DiGiammarino                  Group Vice                          None
Suite 500, 8045 Leesburg Pike          President-Washington/Baltimore
Vienna, VA  22182

Bradford L. Drew                       Group Vice President-Eastern        None
Two Datran Center                      Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                     Vice President-Assured Assets       None
IDS Tower 10                           Product Development and Management
Minneapolis, MN  55440

James P. Egge                          Group Vice President-Western        None
4305 South Louise, Suite 202           Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

Gordon L. Eid                          Senior Vice President, General      None
IDS Tower 10                           Counsel and Chief Compliance
Minneapolis, MN  55440                 Officer

Robert M. Elconin                      Vice President-Government           None
IDS Tower 10                           Relations
Minneapolis, MN  55440

Phillip W. Evans                       Group Vice President-Rocky          None
Suite 600                              Mountain
6985 Union Park Center
Midvale, UT  84047-4177

Gordon M. Fines                        Vice President-Mutual Fund Equity   None
IDS Tower 10                           Investments
Minneapolis, MN  55440

Douglas L. Forsberg                    Vice President - International      None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey P. Fox                         Vice President and Corporate        None
IDS Tower 10                           Controller
Minneapolis, MN  55440

William P. Fritz                       Group Vice President-Gateway        None
Suite 160
12855 Flushing Meadows Dr
St. Louis, MO  63131

Carl W. Gans                           Group Vice President-Twin City      None
8500 Tower Suite 1770                  Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

David A. Hammer                        Vice President and Marketing        None
IDS Tower 10                           Controller
Minneapolis, MN  55440

Teresa A. Hanratty                     Group Vice President-Northern New   None
Suites 6&7                             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

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

Debra A. Hutchinson                    Vice President - Relationship       None
IDS Tower 10                           Leader
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 Advisory   None
IDS Tower 10                           Services
Minneapolis, MN  55440

Linda B. Keene                         Vice President-Market Development   None
IDS Tower 10
Minneapolis, MN  55440

G. Michael Kennedy                     Vice President - Senior Portfolio   None
IDS Tower 10                           Manager
Minneapolis, MN  55440

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 Metro  None
Suite 680
8585 Broadway
Merrillville, IN  48410

Kurt A. Larson                         Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Lori J. Larson                         Vice President-Brokerage and        None
IDS Tower 10                           Direct Services
Minneapolis, MN  55440

Daniel E. Laufenberg                   Vice President and Chief U.S.       None
IDS Tower 10                           Economist
Minneapolis, MN  55440

Peter A. Lefferts                      Senior Vice President-Corporate     None
IDS Tower 10                           Strategy and Development
Minneapolis, MN  55440

Douglas A. Lennick                     Director and Executive Vice         None
IDS Tower 10                           President-Private Client Group
Minneapolis, MN  55440

Mary J. Malevich                       Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Fred A. Mandell                        Vice President-Field Marketing      None
IDS Tower 10                           Readiness
Minneapolis, MN  55440

Daniel E. Martin                       Group Vice President-Pittsburgh     None
Suite 650                              Metro
5700 Corporate Drive
Pittsburgh, PA  15237

Timothy J. Masek                       Vice President and Director of      None
IDS Tower 10                           Global Research
Minnapolis, MN  55440

Sarah A. Mealey                        Vice President-Mutual Funds         None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                         Vice President-Assured Assets       None
IDS Tower 10
Minneapolis, MN  55440

William P. Miller                      Vice President and Senior           None
IDS Tower 10                           Portfolio Manager
Minneapolis, MN  55440

Shashank B. Modak                      Vice President - Technology Leader  None
IDS Tower 10
Minneapolis, MN  55440

Pamela J. Moret                        Vice President-Variable Assets      None
IDS Tower 10
Minneapolis, MN  55440

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 President-Philadelphia   None
One Tower Bridge                       Metro
100 Front Street 8th Fl
West Conshohocken, PA  19428

Ronald W. Powell                       Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Diana R. Prost                         Group Vice                          None
3030 N.W. Expressway                   President-Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                         Vice President and Project          None
IDS Tower 10                           Manager-Platform I Value Enhanced
Minneapolis, MN  55440

Frederick C. Quirsfeld                 Senior Vice President-Fixed Income  Vice President - Fixed Income
IDS Tower 10                                                               Investments
Minneapolis, MN  55440

Rollyn C. Renstrom                     Vice President-Corporate Planning   None
IDS Tower 10                           and Analysis
Minneapolis, MN  55440

R. Daniel Richardson III               Group Vice President-Southern       None
Suite 800                              Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX  78759

ReBecca K. Roloff                      Senior Vice President-Field         None
IDS Tower 10                           Management and Financial Advisory
Minneapolis, MN  55440                 Service

Stephen W. Roszell                     Senior Vice                         None
IDS Tower 10                           President-Institutional
Minneapolis, MN  55440

Max G. Roth                            Group Vice                          None
Suite 201 S IDS Ctr                    President-Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI  54304

Erven A. Samsel                        Senior Vice President-Field         None
45 Braintree Hill Park                 Management
Suite 402
Braintree, MA  02184

Theresa M. Sapp                        Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

Russell L. Scalfano                    Group Vice                          None
Suite 201                              President-Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz                      Group Vice President-Arizona/Las    None
Suite 205                              Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                     Senior Vice President and Chief     None
IDS Tower 10                           Financial Officer
Minneapolis, MN  55440

Donald K. Shanks                       Vice President-Property Casualty    None
IDS Tower 10
Minneapolis, MN  55440

F. Dale Simmons                        Vice President-Senior Portfolio     None
IDS Tower 10                           Manager, Insurance Investments
Minneapolis, MN  55440

Judy P. Skoglund                       Vice President-Quality and          None
IDS Tower 10                           Service Support
Minneapolis, MN  55440

James B. Solberg                       Group Vice President-Eastern Iowa   None
466 Westdale Mall                      Area
Cedar RapIDS, IA  52404

Bridget Sperl                          Vice President-Geographic Service   None
IDS Tower 10                           Teams
Minneapolis, MN  55440

Paul J. Stanislaw                      Group Vice President-Southern       None
Suite 1100                             California
Two Park Plaza
Irvine, CA  92714

Lisa A. Steffes                        Vice President - Marketing Offer    None
IDS Tower 10                           Development
Minneapolis, MN  55440

Lois A. Stilwell                       Group Vice President-Outstate       None
Suite 433                              Minnesota Area/ North
9900 East Bren Road                    Dakota/Western Wisconsin
Minnetonka, MN  55343

William A. Stoltzmann                  Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

James J. Strauss                       Vice President and General Auditor  None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey J. Stremcha                    Vice President-Information          None
IDS Tower 10                           Resource Management/ISD
Minneapolis, MN  55440

Barbara Stroup Stewart                 Vice President-Channel Development  None
IDS Tower 10
Minneapolis, MN  55440

Craig P. Taucher                       Group Vice                          None
Suite 150                              President-Orlando/Jacksonville
4190 Belfort Road
Jacksonville,  FL  32216

Neil G. Taylor                         Group Vice                          None
Suite 425                              President-Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas                         Senior Vice President               Board Member
IDS Tower 10
Minneapolis, MN  55440

Keith N. Tufte                         Vice President and Director of      None
IDS Tower 10                           Equity Research
Minneapolis, MN  55440

Peter S. Velardi                       Group Vice                          None
Suite 180                              President-Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer                Group Vice President-Detroit Metro  None
8115 East Jefferson Avenue
Detroit, MI  48214

Donald F. Weaver                       Group Vice President-Greater        None
3500 Market Street, Suite 200          Pennsylvania
Camp Hill, PA  17011

Norman Weaver Jr.                      Senior Vice President - Alliance    None
1010 Main St. Suite 2B                 Group
Huntington Beach, CA  92648

Michael L. Weiner                      Vice President-Tax Research and     None
IDS Tower 10                           Audit
Minneapolis, MN  55440

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 27th day of August, 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 27th day of August, 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,  is
incorporated  by  reference  as Exhibit  (p)(1) to  Registrant's  Post-Effective
Amendment No. 31 to Registration Statement No. 33-5102, by:



/s/ Leslie L. Ogg
Leslie L. Ogg

**Signed  pursuant to  Officers'  Power of  Attorney,  dated  March 1, 1999,  is
incorporated  by  reference  as Exhibit  (p)(2) to  Registrant's  Post-Effective
Amendment No. 31 to Registration Statement No. 33-5102, by:



/s/ Leslie L. Ogg
Leslie L. Ogg



<PAGE>


CONTENTS OF THIS
POST-EFFECTIVE AMENDMENT NO. 32
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.


                              EXHIBIT INDEX

Exhibit (j)         Independent Auditors' Consent is filed electronically
                    herewith



<PAGE>

Independent auditors' consent

The board of trustees and shareholders
AXP Special Tax-Exempt Series Trust
            Massachusetts Tax-Exempt Fund
            Michigan Tax-Exempt Fund
            Minnesota Tax-Exempt Fund
            New York Tax-Exempt Fund
            Ohio Tax-Exempt Fund
            Insured Tax-Exempt Fund


We consent to the use of our reports incorporated herein by reference and to the
references to our Firm under the headings  "Financial  highlights" in Part A and
"INDEPENDENT AUDITORS" in Part B of the Registration Statement.

                                                /s/ KPMG LLP
                                                     KPMG LLP


Minneapolis, Minnesota
August 27, 1999



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