AXP SPECIAL TAX-EXEMPT SERIES TRUST, 497, 1999-12-17

AXP SPECIAL TAX-EXEMPT SERIES TRUST
497, 1999-12-17

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<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

American
Express(R)
Funds

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.

AMERICAN EXPRESS (logo)

<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
Transactions Through Third Parties
Sales Charges 18p
Exchanging/Selling Shares 21p
Distributions and Taxes 25p
Financial Highlights 29p
Appendix 35p

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>

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 mutual 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.

<PAGE>

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>

Should you purchase Class A or Class B shares?

If your investments in American Express mutual funds total $250,000 or more,
Class A shares may be the better option. 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
To purchase shares through a brokerage account or from entities other than
American Express Financial Advisors Inc., please consult your selling agent. The
following section explains how you can purchase shares from American Express
Financial Advisors (the Distributor).

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

When you purchase shares for a new or existing account, your order will be
priced at the next NAV calculated after your order is

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

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

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

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

You also could be subject to backup withholding if the IRS 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, contact your financial advisor 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 Funds
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

TRANSACTIONS THROUGH THIRD PARTIES

You can buy or sell shares through certain 401(k) plans, banks, broker-dealers,
financial advisors or other investment professionals. These organizations may
charge you a fee for this service and may have different policies. Some policy
differences may include different minimum investment amounts, exchange
privileges, fund choices and cutoff times for investments. The Fund and the
Distributor are not responsible for the failure of one of these organizations to
carry out its obligations to its customers. Some organizations may receive
compensation from the Distributor or its affiliates for shareholder
recordkeeping and similar services. When authorized by the Fund, some
organizations may designate selected agents to accept purchase or sale orders on
the Fund's behalf. To buy or sell shares through third parties or determine if
there are policy differences, please consult your selling agent. For other
pertinent information related to buying or selling shares, please refer to the
appropriate section in the prospectus.

<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

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

Other Class A sales charge policies:
o IRA purchases or other employee benefit plan purchases made through a
payroll deduction plan or through a plan sponsored by an employer,
association of employers, employee organization or other similar group, may
be added together to reduce sales charges for all shares purchased through
that plan, and
o if you intend to invest $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 the Distributor from another investment firm
provided that (1) the purchase is made within six months of the advisor's
appointment date with the Distributor, (2) the purchase is made with
proceeds of shares sold that were sponsored by the financial advisor's
previous broker-dealer, and (3) the proceeds are the result of a sale of an
equal or greater value where a sales load was assessed.
o qualified employee benefit plans offering participants daily access to
American Express mutual funds. Eligibility must be determined in advance.
For assistance, please contact your financial advisor. (Participants in
certain qualified plans where the initial sales charge is waived may be
subject to a deferred sales charge of up to 4%.)
o shareholders who have at least $1 million invested in American Express
mutual funds. 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 90 days after a sale of shares (up to the amount
sold):
-- of American Express mutual funds in a qualified plan subject to a
deferred sales charge, or
-- in a qualified plan or account where American Express Trust Company
has a recordkeeping, trustee, investment management, or investment
servicing relationship.

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

o purchases made:
-- with dividend or capital gain distributions from this Fund or from the
same class of another American Express mutual fund that has a sales
charge,
-- through or under a wrap fee product or other investment product
sponsored by the Distributor or another broker-dealer, investment
adviser, bank or investment professional,
-- within the University of Texas System ORP,
-- within a segregated separate account offered by Nationwide Life
Insurance Company or Nationwide Life and Annuity Insurance Company,
-- within the University of Massachusetts After-Tax Savings Program,
-- 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, or a custodian-to-custodian transfer, the
CDSC will not be waived) OR
-- selling under an approved substantially equal periodic payment
arrangement.

EXCHANGING/SELLING SHARES

Exchanges
You can exchange your Fund shares at no charge for shares of the same class of
any other publicly offered American Express mutual fund. Exchanges into AXP
Tax-Free Money Fund may only be made from Class A shares. For complete
information on the other 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 (1 1/2 round trips) within any 30-day period.
These limits do not apply to scheduled exchange programs and certain employee
benefit plans. Exceptions may be allowed with pre-approval of the Fund.

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

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

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

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

The Fund reserves the right to redeem in kind.

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

<PAGE>

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

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

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

Two ways to request an exchange or sale of shares
- --------------------------------------------------------------------------------
1 By letter:
Include in your letter:
o the name of the fund(s),
o the class of shares to be exchanged or sold,
o your mutual fund account number(s) (for exchanges, both funds must be
registered in the same ownership),
o your 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 Client Service Corporation

Telephone Transaction Service

800-437-3133

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

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

<PAGE>

Three ways to receive payment when you sell shares
- --------------------------------------------------------------------------------
1 By regular or express mail:

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

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

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

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

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

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

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

<PAGE>

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

DIVIDENDS AND CAPITAL GAIN 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 mutual fund for which you have previously
opened an account.

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

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

TAXES
Dividends distributed from interest earned on tax-exempt securities
(exempt-interest dividends) are exempt from federal income taxes but may be
subject to state and local taxes. Dividends distributed from 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.

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 mutual 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.

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.

INVESTMENT MANAGER

The investment manager of the Fund is AEFC, located at IDS Tower 10,
Minneapolis, MN 55440-0010. 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 0.47% of its average daily net assets for California, 0.47% for
Massacusetts, 0.47% for Michigan, 0.46% for Minnesota, 0.47% for New York and
0.47% for Ohio. Under the agreement, the Fund also pays taxes, brokerage
commissions and nonadvisory expenses. AEFC is a wholly-owned subsidiary of
American Express Company, a financial services company with headquarters at
American Express Tower, World Financial Center, New York, NY 10285.
<PAGE>

Financial Highlights

<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.

<PAGE>

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

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

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

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

<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.

<PAGE>

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.

<PAGE>

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

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

<PAGE>

1999 Massachusetts tax-exempt and taxable equivalent yield calculation

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

STEP 1: Calculating your marginal tax rate.

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

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

<PAGE>

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

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

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

<PAGE>

1999 Michigan tax-exempt and taxable equivalent yield calculation

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

STEP 1: Calculating your marginal tax rate.

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

$ 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.

<PAGE>

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

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

<PAGE>

1999 Minnesota tax-exempt and taxable equivalent yield calculation

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

STEP 1: Calculating your marginal tax rate.

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

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

$ 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.

<PAGE>

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

Using 37.38%, you may determine that a tax-exempt yield of 4% is equivalent
to earning a taxable 6.39% yield.
<TABLE>
<CAPTION>
For these Tax-Exempt Rates:
- ---------------------------------------------------------------------------------------------------------------------------
3.00% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
- ---------------------------------------------------------------------------------------------------------------------------
Marginal Tax Rates Equal the Taxable Rates shown below:
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
19.68% 3.74 4.36 4.98 5.60 6.23 6.85 7.47 8.09
21.16% 3.81 4.44 5.07 5.71 6.34 6.95 7.61 8.24
33.22% 4.49 5.24 5.99 6.74 7.49 8.24 8.98 9.73
33.76% 4.53 5.28 6.04 6.79 7.55 8.30 9.06 9.81
34.00% 4.55 5.30 6.06 6.82 7.58 8.33 9.09 9.85
34.53% 4.58 5.35 6.11 6.87 7.64 8.40 9.16 9.93
36.52% 4.73 5.51 6.30 7.09 7.88 8.66 9.45 10.24
37.38% 4.79 5.59 6.39 7.19 7.98 8.78 9.58 10.38
38.00% 4.84 5.65 6.45 7.26 8.06 8.87 9.68 10.48
38.63% 4.89 5.70 6.52 7.33 8.15 8.96 9.78 10.59
41.12% 5.10 5.94 6.79 7.64 8.49 9.34 10.19 11.04
42.11% 5.18 6.05 6.91 7.77 8.64 9.50 10.36 11.23
42.84% 5.25 6.12 7.00 7.87 8.75 9.62 10.50 11.37
43.57% 5.32 6.20 7.09 7.97 8.86 9.75 10.63 11.52
44.43% 5.40 6.30 7.20 8.10 9.00 9.90 10.80 11.70
45.52% 5.51 6.42 7.34 8.26 9.18 10.10 11.01 11.93
47.13% 5.67 6.62 7.57 8.51 9.46 10.40 11.35 12.29
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
1999 New York State tax-exempt and taxable equivalent yield calculation

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

STEP 1: Calculating your marginal tax rate.

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

$ 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
- ---------------------------------------------------------------------------------------------------------------------------

$ 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.
<PAGE>

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

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

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

<PAGE>

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

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

STEP 1: Calculating your marginal tax rate.

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

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

$ 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.

<PAGE>

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

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

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

<PAGE>
1999 Ohio tax-exempt and taxable equivalent yield calculation

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

STEP 1: Calculating your marginal tax rate.

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

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

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.

(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.
<PAGE>

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

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

<PAGE>

Descriptions of derivative instruments

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

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

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

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

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

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

<PAGE>

American
Express(R)
Funds

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

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

American Express 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: N/A
AXP Massachusetts Tax-Exempt Fund Class A: IDMAXClass B: N/A
AXP Michigan Tax-Exempt Fund Class A: INMIXClass B: N/A
AXP Minnesota Tax-Exempt Fund Class A: IMNTXClass B: IDSMX
AXP New York Tax-Exempt Fund Class A: INYKXClass B: N/A
AXP Ohio Tax-Exempt Fund Class A: IOHIXClass B: N/A

AMERICAN EXPRESS (logo)

S-6328-99 N (8/99)

<PAGE>
AXPSM Insured Tax-Exempt Fund

PROSPECTUS
Aug. 27, 1999

American
Express(R)
Fund

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

AMERICAN EXPRESS (logo)

<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
Transactions Through Third Parties
Sales Charges 14p
Exchanging/Selling Shares 18p
Distributions and Taxes 22p
Financial Highlights 28p
Appendix 30p

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

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 mutual 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.

<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 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.

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.

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, contact your financial advisor 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 Funds.
P.O. Box 74
Minneapolis, MN 55440-0074

Minimum amounts

Initial investment: $2,000

Additional investments: $100

Account balances: $300

<PAGE>

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.

Minimum amounts

Each wire investment: $1,000

TRANSACTIONS THROUGH THIRD PARTIES
You may buy or sell shares through certain 401(k) plans, banks, broker-dealers,
financial advisors or other investment professionals. These organizations may
charge you a fee for this service and may have different policies. Some policy
differences may include different minimum investment amounts, exchange
privileges, fund choices and cutoff times for investments. The Fund and the
Distributor are not responsible for the failure of one of these organizations to
carry out its obligations to its customers. Some organizations may receive
compensation from the Distributor or its affiliates for shareholder
recordkeeping and similar services. When authorized by the Fund, some
organizations may designate selected agents to accept purchase or sale orders on
the Fund's behalf. To buy or sell shares through third parties or determine if
there are policy differences, please consult your selling agent. For other
pertinent information related to buying or selling shares, please refer to the
appropriate section in the prospectus.

<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:

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

<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 the Distributor from another investment firm
provided that (1) the purchase is made within six months of the advisor's
appointment date with the Distributor, (2) the purchase is made with
proceeds of shares sold that were sponsored by the financial advisor's
previous broker-dealer, and (3) the proceeds are the result of a sale of an
equal or greater value where a sales load was assessed.
o qualified employee benefit plans offering participants daily access to
American Express mutual funds. Eligibility must be determined in advance.
For assistance, please contact your financial advisor. (Participants in
certain qualified plans where the initial sales charge is waived may be
subject to a deferred sales charge of up to 4%.)
o shareholders who have at least $1 million invested in American Express
mutual funds. 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 90 days after a sale of shares (up to the amount
sold):
-- of American Express mutual funds in a qualified plan subject to a
deferred sales charge, or
-- in a qualified plan or account where American Express Trust Company
has a recordkeeping, trustee, investment management, or investment
servicing relationship.

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

<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:

<PAGE>

The CDSC on Class B shares will be waived on sales of shares:
o in the event of the shareholder's death,
o held in trust for an employee benefit plan, or
o held in IRAs or certain qualified plans if American Express Trust
Company is the custodian, such as Keogh plans, tax-sheltered custodial
accounts or corporate pension plans, provided that the shareholder is:
-- at least 591/2 years old AND
-- taking a retirement distribution (if the sale is part of a
transfer to an IRA or qualified plan, or a custodian-to-custodian
transfer, the CDSC will not be waived) OR
-- selling under an approved substantially equal periodic payment
arrangement.

<PAGE>

EXCHANGING/SELLING SHARES

Selling Shares

You can sell your shares at any time. The payment will be mailed within seven
days after accepting your request.

<PAGE>

The Fund reserves the right to redeem in kind.

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

<PAGE>

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

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

Two ways to request an exchange or sale of shares
- --------------------------------------------------------------------------------
1 By letter:
Include in your letter:
o the name of the fund(s),
o the class of shares to be exchanged or sold,
o your mutual fund account number(s) (for exchanges, both funds
must be registered in the same ownership),
o your 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 Client Service Corporation

Telephone Transaction Service

800-437-3133

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

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

<PAGE>

Three ways to receive payment when you sell shares
- --------------------------------------------------------------------------------
1 By regular or express mail:
o Mailed to the address on record.
o Payable to names listed on the account.
NOTE: The express mail delivery charges you pay
will vary depending on the courier you select.

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

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

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

o Minimum payment: $50.

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

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

<PAGE>

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.

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.

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 mutual 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.

<PAGE>

INVESTMENT MANAGER

The investment manager of the Fund is AEFC, located at IDS Tower 10,
Minneapolis, MN 55440-0010. 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. AEFC is a
wholly-owned subsidiary of American Express Company, a financial services
company with headquarters at American Express Tower, World Financial Center, New
York, NY 10285.

<PAGE>

Financial Highlights
<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.

<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>

American
Express(R)
Funds

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

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

Investment Company Act File #811-4647

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

AMERICAN EXPRESS (logo)

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 financial advisor or by writing to American Express Client Service
Corporation, P.O. Box 534, Minneapolis, MN 55440-0534 or by calling
800-862-7919.

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

<PAGE>

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

<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.

<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 mutual
funds for which it acts as investment manager.

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

<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 mutual funds even though it is not possible to relate the benefits to
any particular fund.

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

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

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 the
Distributor 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.

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 mutual 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 mutual fund but cannot be split
to make purchases in two or more funds. Automatic directed dividends are
available between accounts of any ownership except:

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

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

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

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

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

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

Plan #2: Redemption of a fixed number of shares

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

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>

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 the Distributor daily. Line one of the following table shows
total sales charges collected. Line two shows the amounts retained by the
Distributor for the past three fiscal years.

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

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

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

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

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

(2) 77,322 17,237 18,556 140,883 29,981 (19,095)
</TABLE>
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 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, the Fund pays
a fee up to actual expenses incurred at an annual rate of up to 0.25% of the
Fund's average daily net assets attributable to Class A shares and up to 1.00%
for Class B shares.

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

The Plan must be approved annually by the board, including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such expenditures were made. The Plan
and any agreement related to it may be terminated at any time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by vote of a majority of the outstanding
voting securities of the relevant class of shares or by the Distributor. The
Plan (or any agreement related to it) will terminate in the event of its
assignment, as that term is defined in the 1940 Act. The Plan may not be amended
to increase the amount to be spent for distribution without shareholder
approval, and all material amendments to the Plan must be approved by a majority
of the board members, including a majority of the board members who are not
interested persons of the Fund and who do not have a financial interest in the
operation of the Plan or any agreement related to it. The selection and
nomination of disinterested board members is the responsibility of the other
disinterested board members. No board member who is not an interested person,
has any direct or indirect financial interest in the operation of the Plan or
any related agreement.

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.

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

VOTING RIGHTS

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

DIVIDEND RIGHTS

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

AMERICAN EXPRESS FINANCIAL CORPORATION

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

In addition to managing assets of more than $92 billion for all American Express
funds, AEFC manages investments for itself and its subsidiaries, IDS
Certificates 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.
<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<S> <C> <C> <C> <C> <C>
Date of Form of State of Fiscal
Fund Organization Organization Organization Year End Diversified
AXP Bond Fund, Inc. 6/27/74, 6/31/86*** Corporation NV/MN 8/31 Yes
AXP Discovery Fund, Inc. 4/29/81, 6/13/86*** Corporation NV/MN 7/31 Yes
AXP Equity Select Fund, Inc.** 3/18/57, 6/13/86*** Corporation NV/MN 11/30 Yes
AXP Extra Income Fund, Inc. 8/17/83 Corporation MN 5/31 Yes
AXP Federal Income Fund, Inc. 3/12/85 Corporation MN 5/31 Yes
AXP Global Series, Inc. 10/28/88 Corporation MN 10/31
AXP Emerging Markets Fund Yes
AXP Global Balanced Fund Yes
AXP Global Bond Fund No
AXP Global Growth Fund Yes
AXP Innovations Fund Yes
AXP Growth Series, Inc. 5/21/70, 6/13/86*** Corporation NV/MN 7/31
AXP Growth Fund Yes
AXP Research Opportunities Fund Yes
AXP High Yield Tax-Exempt Fund, Inc. 12/21/78, Corporation NV/MN 11/30 Yes
6/13/86***
AXP International Fund, Inc. 7/18/84 Corporation MN 10/31 Yes
AXP Investment Series, Inc. 1/18/40, 6/13/86*** Corporation NV/MN 9/30
AXP Diversified Equity Income Fund Yes
AXP Mutual Yes
AXP Managed Series, Inc. 10/9/84 Corporation MN 9/30
AXP Managed Allocation Fund Yes
AXP Market Advantage Series, Inc. 8/25/89 Corporation MN 1/31
AXP Blue Chip Advantage Fund Yes
AXP 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 58 American Express mutual 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

<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

Compensation Table
AXP Ohio Tax-Exempt Fund

<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

<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

<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

Understand Your Investment

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

<PAGE>

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

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

o 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 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
- --------------------------------------------------------------------------------

<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 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

Call/Prepayment Risk

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

Correlation Risk

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

Credit Risk

Event Risk

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

Foreign/Emerging Markets Risk

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

<PAGE>

Inflation Risk

Interest Rate Risk

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

Legal/Legislative Risk

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

Leverage Risk

Liquidity Risk

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

Management Risk

<PAGE>

Market Risk

Reinvestment Risk

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

Sector/Concentration Risk

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

Small Company Risk

<PAGE>

INVESTMENT STRATEGIES

Agency and Government Securities

Borrowing

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

Cash/Money Market Instruments

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

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

Commercial Paper

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

Common Stock

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

Convertible Securities

<PAGE>

Corporate Bonds

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

Debt Obligations

<PAGE>

See the appendix for a discussion of securities ratings.

Depositary Receipts

Derivative Instruments

<PAGE>

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

<PAGE>

Other Risks of Derivatives.

Derivatives are risky investments.

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.

(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

(See also Derivative Instruments and Foreign Securities.)

Foreign Securities and Domestic Companies with Foreign Operations

<PAGE>

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)

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

<PAGE>

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

Illiquid and Restricted Securities

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

Indexed Securities

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

Inverse Floaters

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

<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

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

Loan Participations

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

Mortgage- and Asset-Backed Securities

<PAGE>

Mortgage Dollar Rolls

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

<PAGE>

Municipal Obligations

<PAGE>

Preferred Stock

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

Real Estate Investment Trusts

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

Repurchase Agreements

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

Reverse Repurchase Agreements

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

<PAGE>

Short Sales

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

Sovereign Debt

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

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

Structured Products

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

<PAGE>

Variable- or Floating-Rate Securities

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

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

When-Issued Securities

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

<PAGE>

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

<PAGE>

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

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>

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

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

<PAGE>

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

AVERAGE ANNUAL TOTAL RETURN

P(1+T)n = ERV

AGGREGATE TOTAL RETURN

ERV - P
P

Annualized yield

Yield is calculated according to the following formula:

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

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

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%

<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 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.

<PAGE>

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 the Distributor 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.

<PAGE>

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

Class A - Letter of Intent (LOI)

Class Y Shares

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

o Qualified employee benefit plans* if the plan:

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

- at least $10 million in plan assets or

- 500 or more participants; or

<PAGE>

- does not use daily transfer recordkeeping and has

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

- 500 or more participants.

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

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

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

SYSTEMATIC INVESTMENT PROGRAMS

AUTOMATIC DIRECTED DIVIDENDS

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

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

<PAGE>

REJECTION OF BUSINESS

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

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

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

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

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

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

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

<PAGE>

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

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

Plan #2: Redemption of a fixed number of shares

Plan #3: Redemption of a fixed dollar amount

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

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

<PAGE>

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:

<PAGE>

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

INVESTMENT MANAGEMENT SERVICES AGREEMENT

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

Assets Annual rate at
(billions) each asset level
- --------- ----------------
First $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

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

<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

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.

VOTING RIGHTS

Dividend Rights

AMERICAN EXPRESS FINANCIAL CORPORATION

In addition to managing assets of more than $92 billion for the American Express
Funds, AEFC manages investments for itself and its subsidiaries, IDS Certificate
Company and IDS Life Insurance Company. Total assets under management as of the
end of the most recent fiscal year were more than $232 billion.

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

<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<S> <C> <C> <C> <C> <C>
Date of Form of State of Fiscal
Fund Organization Organization Organization Year End Diversified
AXP Bond Fund, Inc. 6/27/74, 6/31/86*** Corporation NV/MN 8/31 Yes
AXP Discovery Fund, Inc. 4/29/81, 6/13/86*** Corporation NV/MN 7/31 Yes
AXP Equity Select Fund, Inc.** 3/18/57, 6/13/86*** Corporation NV/MN 11/30 Yes
AXP Extra Income Fund, Inc. 8/17/83 Corporation MN 5/31 Yes
AXP Federal Income Fund, Inc. 3/12/85 Corporation MN 5/31 Yes
AXP Global Series, Inc. 10/28/88 Corporation MN 10/31
AXP Emerging Markets Fund Yes
AXP Global Balanced Fund Yes
AXP Global Bond Fund No
AXP Global Growth Fund Yes
AXP Innovations Fund Yes
AXP Growth Series, Inc. 5/21/70, 6/13/86*** Corporation NV/MN 7/31
AXP Growth Fund Yes
AXP Research Opportunities Fund Yes
AXP High Yield Tax-Exempt Fund, Inc. 12/21/78, Corporation NV/MN 11/30 Yes
6/13/86***
AXP International Fund, Inc. 7/18/84 Corporation MN 10/31 Yes
AXP Investment Series, Inc. 1/18/40, 6/13/86*** Corporation NV/MN 9/30
AXP Diversified Equity Income Fund Yes
AXP Mutual Yes
AXP Managed Series, Inc. 10/9/84 Corporation MN 9/30
AXP Managed Allocation Fund Yes
AXP Market Advantage Series, Inc. 8/25/89 Corporation MN 1/31
AXP Blue Chip Advantage Fund Yes
AXP 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 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.