AXP SPECIAL TAX-EXEMPT SERIES TRUST
485BPOS, 2000-08-28
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No.  34  (File No. 33-5102)                     [X]
                             ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.  35  (File No. 811-4647)                                   [X]
              ----

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

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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check  appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on August 29, 2000  pursuant to  paragraph  (b)
[ ] 60 days after filing pursuant to paragraph  (a)(10
[ ] on (date) pursuant to paragraph  (a)(1)
[ ] 75 days after filing  pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485

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

<PAGE>
AXP(SM) California Tax-Exempt Fund

AXP(SM)  Massachusetts Tax-Exempt Fund

AXP(SM)  Michigan Tax-Exempt Fund

AXP(SM)  Minnesota Tax-Exempt Fund

AXP(SM)  New York Tax-Exempt Fund

AXP(SM)  Ohio Tax-Exempt Fund

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

PROSPECTUS AUGUST 29, 2000

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
tax.

Please note that each Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                                                 3p

Goal                                                     3p

Investment Strategy                                      3p

Risks                                                    4p

Past Performance                                         6p

Fees and Expenses                                       10p

Management                                              13p

Buying and Selling Shares                               13p

Valuing Fund Shares                                     13p

Investment Options                                      13p

Purchasing Shares                                       15p

Transactions through Third Parties                      17p

Sales Charges                                           17p

Exchanging/Selling Shares                               20p

Distributions and Taxes                                 24p

Other Information                                       25p

Financial Highlights                                    26p


Appendix                                                44p



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

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 alternative investments,

     --   the  issuer's  credit  rating  declines or AEFC expects a decline (the
          Fund may continue to own securities  that are  down-graded  until AEFC
          believes it is advantageous to sell),

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

     --   AEFC expects the issuer to call the security, and

     --   AEFC identifies a more attractive opportunity.

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

<PAGE>

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

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

RISKS

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

   Market Risk

   Interest Rate Risk

   Credit Risk

   Legal/Legislative Risk

   Sector/Concentration Risk

   Style Risk

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

Market Risk

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

Interest Rate Risk

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

Credit Risk

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

Legal/Legislative Risk

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

Sector/Concentration Risk

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

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

<PAGE>

Style Risk

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

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

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

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

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

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

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

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

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

<PAGE>

PAST PERFORMANCE

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

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


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


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

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

+5.72%  +10.93% +8.34%  +12.03% -5.27%  +15.23% +3.46%  +7.93%  +5.93%  -4.37%
1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

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


The Fund's year to date return as of June 30, 2000, was +5.39%.


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

+6.11%  +11.99% +9.05%  +12.33% -5.20%  +15.49% +3.32%  +8.31%  +5.79%  -4.56%
1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

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, 2000, was +3.70%.

*  The  4.75%  sales  charge  applicable  to Class A  shares  of the Fund is not
   reflected in the bar chart;  if reflected,  returns would be lower than those
   shown.  The performance of Class B and Class C may vary from that shown above
   because of differences in sales charges and fees.


<PAGE>

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

+4.73%  +11.42% +9.50%  +12.47% -4.86%  +16.11% +2.78%  +7.53%  +5.73%  -4.16%
1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

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, 2000, was +3.14%.


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

+5.36%  +10.82% +8.63%  +11.33% -4.31%  +14.86% +3.57%  +8.42%  +5.96%  -3.68%
1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

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, 2000, was +3.92%.

*  The  4.75%  sales  charge  applicable  to Class A  shares  of the Fund is not
   reflected in the bar chart;  if reflected,  returns would be lower than those
   shown.  The performance of Class B and Class C may vary from that shown above
   because of differences in sales charges and fees.


<PAGE>

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

+5.23%  +12.41% +9.59%  +11.53% -5.04%  +13.41% +2.79%  +8.81%  +5.76%  -4.26%
1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

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


The Fund's year to date return as of June 30, 2000, was +4.19%.


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

+5.38%  +11.43% +9.43%  +11.44% -4.79%  +14.51% +3.32%  +7.95%  +5.77%  -3.74%
1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

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, 2000, was +4.13%.

*  The  4.75%  sales  charge  applicable  to Class A  shares  of the Fund is not
   reflected in the bar chart;  if reflected,  returns would be lower than those
   shown.  The performance of Class B and Class C may vary from that shown above
   because of differences in sales charges and fees.


<PAGE>

<TABLE>
<CAPTION>
Average Annual Total Returns (as of Dec. 31, 1999)


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


California:
<S>                                                       <C>          <C>        <C>        <C>
   Class A                                                -8.91%       +4.42%     +5.29%        --%

   Class B                                                -8.72%          --%        --%     +3.23%(a)


   Lehman Brothers Municipal Bond Index                   -2.06%       +6.91%     +6.89%     +5.76%(b)


   Lipper California Municipal Debt Funds Index           -4.34%       +6.45%     +6.27%     +5.13%(b)

Massachusetts:

   Class A                                                -9.09%       +4.45%     +5.54%        --%

   Class B                                                -8.91%          --%        --%     +3.23%(a)


   Lehman Brothers Municipal Bond Index                   -2.06%       +6.91%     +6.89%     +5.76%(b)


   Lipper Massachusetts Municipal Debt Funds Index        -4.21%       +5.91%     +6.31%     +4.74%(b)

Michigan:

   Class A                                                -8.72%       +4.37%     +5.41%       --%

   Class B                                                -8.53%          --%        --%     +3.16%(a)


   Lehman Brothers Municipal Bond Index                   -2.06%       +6.91%     +6.89%     +5.76%(b)


   Lipper Michigan Municipal Debt Funds Index             -3.66%       +5.62%        --%(c)  +4.58%(b)

Minnesota:

   Class A                                                -8.27%       +4.63%     +5.41%        --%

   Class B                                                -8.07%          --%        --%     +3.52%(a)


   Lehman Brothers Municipal Bond Index                   -2.06%       +6.91%     +6.89%     +5.76%(b)


   Lipper Minnesota Municipal Debt Funds Index            -3.68%       +5.71%     +6.00%     +4.52%(b)

New York:

   Class A                                                -8.81%       +4.12%     +5.32%        --%

   Class B                                                -8.62%          --%        --%     +3.06%(a)


   Lehman Brothers Municipal Bond Index                   -2.06%       +6.91%     +6.89%     +5.76%(b)


   Lipper New York Municipal Debt Funds Index             -4.96%       +5.82%     +6.13%     +4.61%(b)

Ohio:

   Class A                                                -8.31%       +4.38%     +5.39%        --%

   Class B                                                -8.14%          --%        --%     +3.22%(a)


   Lehman Brothers Municipal Bond Index                   -2.06%       +6.91%     +6.89%     +5.76%(b)


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

(a)  Inception date was March 20, 1995.

(b) Measurement period started April 1, 1995.

(c) Inception date was Dec. 31, 1990, and therefore  performance  information is
not available.


This table shows total  returns  from  hypothetical  investments  in Class A and
Class B shares of the Fund.  These  returns are  compared to the index shown for
the same periods.  The  performance of Class B will vary from Class A because of
differences in sales charges and fees.  Class C went effective June 26, 2000 and
therefore performance information is not available.


<PAGE>

For purposes of this calculation we assumed:

o    the maximum sales charge for Class A shares,

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


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

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

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

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

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

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


FEES AND EXPENSES

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

Shareholder Fees (fees paid directly from your investment)
<TABLE>
<S>                                                        <C>                <C>              <C>
                                                           Class A           Class B          Class C

Maximum sales charge (load) imposed on purchases(a)
(as a percentage of offering price)                        4.75%(b)           none             none

Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase)     none               5%              1%(c)

<PAGE>

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

California

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

Management fees                                             0.47%            0.47%             0.47%

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


Other expenses(e)                                           0.10%            0.11%             0.11%

Total                                                       0.82%            1.58%             1.58%


Massachusetts

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

Management fees                                             0.47%            0.47%             0.47%

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


Other expenses(e)                                           0.21%            0.22%             0.22%

Total                                                       0.93%            1.69%             1.69%


Michigan

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

Management fees                                             0.47%            0.47%             0.47%

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


Other expenses(e)                                           0.17%            0.17%             0.17%

Total                                                       0.89%            1.64%             1.64%


Minnesota

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

Management fees                                             0.46%            0.46%             0.46%

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


Other expenses(e)                                           0.11%            0.12%             0.12%

Total                                                       0.82%            1.58%             1.58%


New York

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

Management fees                                             0.47%            0.47%             0.47%

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


Other expenses(e)                                           0.16%            0.16%             0.16%

Total                                                       0.88%            1.63%             1.63%


Ohio

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

Management fees                                             0.47%            0.47%             0.47%

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


Other expenses(e)                                           0.16%            0.17%             0.17%

Total                                                       0.88%            1.64%             1.64%
</TABLE>


(a)  This charge may be reduced depending on the value of your total investments
     in American Express mutual funds. See "Sales Charges."

(b)  For Class A purchases over $500,000 on which the sales charge is waived,  a
     1% sales  charge  applies if you sell your  shares less than one year after
     purchase.

(c)  For Class C purchases,  a 1% sales  charge  applies if you sell your shares
     less than one year after purchase.

(d)  Expenses for Class A and Class B are based on actual  expenses for the last
     fiscal year.  Expenses  for Class C are based on estimated  amounts for the
     current fiscal year.

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

<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:

California

                       1 year        3 years         5 years         10 years


Class A(a)               $555         $725            $909            $1,444

Class B(b)               $561         $799            $961            $1,678(d)

Class B(C)               $161         $499            $861            $1,678(d)

Class C                  $161         $499            $861            $1,883


Massachusetts

                       1 year        3 years         5 years         10 years


Class A(a)               $565         $758            $966            $1,568

Class B(b)               $572         $833          $1,019            $1,800(d)

Class B(c)               $172         $533            $919            $1,800(d)

Class C                  $172         $533            $919            $2,003


Michigan

                       1 year        3 years         5 years         10 years


Class A(a)               $562         $746            $945            $1,523

Class B(b)               $567         $818            $993            $1,748(d)

Class B(c)               $167         $518            $893            $1,748(d)

Class C                  $167         $518            $893            $1,949


Minnesota

                       1 year        3 years         5 years         10 years


Class A(a)               $555         $725            $909            $1,444

Class B(b)               $561         $799            $961            $1,678(d)

Class B(c)               $161         $499            $861            $1,678(d)

Class C                  $161         $499            $861            $1,883


New York

                       1 year        3 years         5 years         10 years


Class A(a)               $561         $743            $940            $1,512

Class B(b)               $566         $814            $988            $1,737(d)

Class B(c)               $166         $514            $888            $1,737(d)

Class C                  $164         $508            $877            $1,916


Ohio

                       1 year        3 years         5 years         10 years


Class A(a)               $561         $743            $940            $1,512

Class B(b)               $567         $818            $993            $1,745(d)

Class B(c)               $167         $518            $893            $1,745(d)

Class C                  $167         $518            $893            $1,949


(a)  Includes a 4.75% sales charge.

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

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

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

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

<PAGE>

MANAGEMENT

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

Buying and Selling Shares

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

VALUING FUND SHARES

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

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

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

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

INVESTMENT OPTIONS

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

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

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

<PAGE>

Investment options summary:

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

The following table shows the key features of each class:
<TABLE>
<S>                              <C>                               <C>                               <C>

-------------------------------- --------------------------------- --------------------------------- --------------------------
                                 Class A                           Class B                           Class C
-------------------------------- --------------------------------- --------------------------------- --------------------------
Availability                     Available to all investors.       Available to all investors.       Available to all
                                                                                                     investors.
-------------------------------- --------------------------------- --------------------------------- --------------------------
Initial Sales Charge             Yes. Payable at time of           No. Entire purchase price is      No. Entire purchase
                                 purchase. Lower sales charge      invested in shares of the Fund.   price is invested in
                                 for larger investments.                                             shares of the Fund.
-------------------------------- --------------------------------- --------------------------------- --------------------------
Deferred Sales Charge            On purchases over$500,000, 1%     Maximum 5% CDSC during the        1% CDSC applies if you
                                 CDSC applies if you sell your     first year decreasing to 0%       sell your shares less
                                 shares less than one year after   after six years.                  than one year after
                                 purchase.                                                           purchase.
-------------------------------- --------------------------------- --------------------------------- --------------------------
Distribution and/or              Yes.* 0.25%                       Yes.* 1.00%                       Yes.*  1.00%
Shareholder Service Fee
-------------------------------- --------------------------------- --------------------------------- --------------------------
Conversion to Class A            N/A                               Yes, automatically in ninth       No.
                                                                   calendar year of ownership.
-------------------------------- --------------------------------- --------------------------------- --------------------------
</TABLE>


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

Should you purchase Class A, Class B or Class C shares?

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

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

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

<PAGE>

PURCHASING SHARES

To purchase  shares  through a  brokerage  account or from  entities  other than
American Express Financial Advisors Inc., please consult your selling agent. The
following  section  explains how you can purchase  shares from American  Express
Financial Advisors (the Distributor).

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

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

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

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

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

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

o    criminal penalties for falsifying information.

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

How to determine the correct TIN

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

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

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

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

An irrevocable  trust,                    The legal  entity (not the  personal
pension trust 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


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

<PAGE>

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 70200 AXP Financial Center Minneapolis, MN 55474

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.


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:


Wells  Fargo  Bank  Minnesota  NA  Minneapolis,  MN 55479  Routing  Transit  No.
091000019


Give these instructions:

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

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

Minimum amounts

Each wire investment:      $1,000

<PAGE>

TRANSACTIONS THROUGH THIRD PARTIES

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

SALES CHARGES

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

Total investment                      Sales charge as percentage of:


                            Public offering price*       Net amount invested


Up to $50,000                        4.75%                      4.99%

$50,000 - $99,999                    4.50                       4.71

$100,000 - $249,999                  3.75                       3.90

$250,000 - $499,999                  2.50                       2.56


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


$1,000,000 or more                   0.00                       0.00


*    Offering price includes the sales charge.

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


The  sales  charge  on Class A  shares  may be lower  than  4.75%,  based on the
combined market value of:

o  your current investment in this Fund,

o  your previous investment in this Fund, and

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

Other Class A sales charge policies:

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

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

<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,  children  and
   parents.

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

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

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

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


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

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

     --   within the University of Texas System ORP,

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

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

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

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

<PAGE>

Class B and Class C -- contingent  deferred sales charge (CDSC)  alternative For
Class B, the CDSC is based on the sale amount and the number of  calendar  years
-- including  the year of purchase -- between  purchase and sale.  The following
table shows how CDSC percentages on sales decline after a purchase:

         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%

For Class C, a 1% CDSC is  charged  if you sell your  shares  less than one year
after purchase.

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

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

Example:

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

Waivers of the sales charge for Class B and Class C shares

The CDSC will be waived on sales of shares:

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

Exchanges

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

You may make up to three  exchanges (11/2 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.

Selling Shares

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

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

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

The Fund reserves the right to redeem in kind.

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

<PAGE>

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

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

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

Two ways to request an exchange or sale of shares

1 By letter:

Include in your letter:

o    the name of the fund(s),

o    the class of shares to be exchanged or sold,

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

o    your Social Security number or Employer Identification number,

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

o    signature(s) of all registered account owners,

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

o    any paper certificates of shares you hold.

Regular or express mail:

American Express Funds
70100 AXP Financial Center
Minneapolis, MN 55474

<PAGE>

2 By telephone:

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

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

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

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

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


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


<PAGE>

Three ways to receive payment when you sell shares

1 By regular or express mail:

o    Mailed to the address on record.

o    Payable to names listed on the account.

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


2 By wire or electronic funds transfer:

o    Minimum wire: $1,000.

o    Request that money be wired to your bank.

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

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


3 By scheduled payout plan:

o    Minimum payment: $50.

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

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

<PAGE>

Distributions and Taxes

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

REINVESTMENTS

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

o    you request distributions in cash, or

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

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

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

TAXES

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

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

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

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

<PAGE>

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

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

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

Other Information

INVESTMENT MANAGER

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

<PAGE>

Financial Highlights

AXP California Tax-Exempt Trust AXP California Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)
<TABLE>
<CAPTION>
                                                                                         Class  A


                                                                        2000     1999    1998     1997    1996
<S>                                                                    <C>      <C>     <C>      <C>     <C>
Net asset value, beginning of period                                   $5.18    $5.35   $5.24    $5.15   $5.16

Income from investment operations:

Net investment income (loss)                                             .26      .27     .29      .29     .28

Net gains (losses) (both realized and unrealized)                       (.15)    (.17)    .11      .10     .02

Total from investment operations                                         .11      .10     .40      .39     .30

Less distributions:

Dividends from net investment income                                    (.26)    (.27)   (.29)    (.29)   (.28)

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

Total distributions                                                     (.26)    (.27)   (.29)    (.30)   (.31)

Net asset value, end of period                                         $5.03    $5.18   $5.35    $5.24   $5.15

Ratios/supplemental data

Net assets, end of period (in millions)                                 $213     $246    $239     $232    $234

Ratio of expenses to average daily net assets(b)                         .82%     .79%    .75%     .77%    .80%

Ratio of net investment income (loss) to average daily net assets       5.18%    4.97%   5.24%    5.64%   5.40%

Portfolio turnover rate (excluding short-term securities)                 18%      16%     15%      14%     15%

Total return(c)                                                         2.19%    1.80%   7.72%    7.77%   6.00%

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

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP California Tax-Exempt Trust AXP California Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)

                                                                                          Class B


                                                                        2000     1999    1998     1997    1996

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

Income from investment operations:

Net investment income (loss)                                             .22      .22     .25      .25     .24

Net gains (losses) (both realized and unrealized)                       (.15)    (.17)    .11      .10     .02

Total from investment operations                                         .07      .05     .36      .35     .26

Less distributions:

Dividends from net investment income                                    (.22)    (.22)   (.25)    (.25)   (.24)

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

Total distributions                                                     (.22)    (.22)   (.25)    (.26)   (.27)

Net asset value, end of period                                         $5.03    $5.18   $5.35    $5.24   $5.15

Ratios/supplemental data

Net assets, end of period (in millions)                                  $21      $21     $15      $10      $6

Ratio of expenses to average daily net assets(b)                        1.58%    1.53%   1.50%    1.52%   1.57%

Ratio of net investment income (loss) to average daily net assets       4.43%    4.23%   4.50%    4.94%   4.64%

Portfolio turnover rate (excluding short-term securities)                 18%      16%     15%      14%     15%

Total return(c)                                                         1.44%    1.03%   6.94%    6.95%   5.19%
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP California Tax-Exempt Trust AXP California Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                       Class C

                                                                       2000(b)

Net asset value, beginning of period                                   $5.02

Income from investment operations:

Net investment income (loss)                                              --

Net gains (losses) (both realized and unrealized)                        .01

Total from investment operations                                         .01

Less distributions:

Dividends from net investment income                                      --

Net asset value, end of period                                         $5.03

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(d)                        1.58%(c)

Ratio of net investment income (loss) to average daily net assets       4.43%(c)

Portfolio turnover rate (excluding short-term securities)                 18%

Total return(e)                                                          .20%

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

(b) For the period from June 26, 2000  (commencement  of operations) to June 30,
2000.

(c) Adjusted to an annual basis.

(d) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)
<TABLE>
<CAPTION>


                                                                                          Class A

                                                                        2000     1999    1998     1997    1996
<S>                                                                    <C>      <C>     <C>      <C>     <C>
Net asset value, beginning of period                                   $5.39    $5.56   $5.42    $5.30   $5.27

Income from investment operations:

Net investment income (loss)                                             .27      .27     .29      .29     .28

Net gains (losses) (both realized and unrealized)                       (.27)    (.17)    .14      .12     .03

Total from investment operations                                          --      .10     .43      .41     .31

Less distributions:

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

Net asset value, end of period                                         $5.11    $5.39   $5.56    $5.42   $5.30

Ratios/supplemental data

Net assets, end of period (in millions)                                  $59      $70     $67      $67     $68

Ratio of expenses to average daily net assets(b)                         .93%     .81%    .82%     .84%    .86%

Ratio of net investment income (loss) to average daily net assets       5.28%    4.99%   5.17%    5.32%   5.26%

Portfolio turnover rate (excluding short-term securities)                  7%       5%      9%       8%      6%

Total return(c)                                                          .04%    1.72%   8.13%    7.81%   5.96%

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

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                                          Class B

                                                                        2000     1999    1998     1997    1996

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

Income from investment operations:

Net investment income (loss)                                             .24      .23     .24      .25     .24

Net gains (losses) (both realized and unrealized)                       (.28)    (.17)    .14      .12     .03

Total from investment operations                                        (.04)     .06     .38      .37     .27

Less distributions:

Dividends from net investment income                                    (.24)    (.23)   (.24)    (.25)   (.24)

Net asset value, end of period                                         $5.11    $5.39   $5.56    $5.42   $5.30

Ratios/supplemental data

Net assets, end of period (in millions)                                  $16      $17     $13       $8      $6

Ratio of expenses to average daily net assets(b)                        1.69%    1.56%   1.57%    1.59%   1.63%

Ratio of net investment income (loss) to average daily net assets       4.53%    4.25%   4.43%    4.58%   4.51%

Portfolio turnover rate (excluding short-term securities)                  7%       5%      9%       8%      6%

Total return(c)                                                         (.71%)    .96%   7.32%    7.00%   5.19%
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                       Class C

                                                                        2000(b)

Net asset value, beginning of period                                   $5.10

Income from investment operations:

Net investment income (loss)                                              --

Net gains (losses) (both realized and unrealized)                        .01

Total from investment operations                                         .01

Less distributions:

Dividends from net investment income                                      --

Net asset value, end of period                                         $5.11

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(d)                        1.69%(c)

Ratio of net investment income (loss) to average daily net assets       4.53%(c)

Portfolio turnover rate (excluding short-term securities)                  7%

Total return(e)                                                          .20%

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

(b) For the period from June 26, 2000  (commencement  of operations) to June 30,
2000.

(c) Adjusted to an annual basis.

(d) 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

Fiscal period ended June 30,

Per share income and capital changes(a)
<TABLE>
<CAPTION>


                                                                                          Class A

                                                                        2000     1999    1998     1997    1996
<S>                                                                    <C>      <C>     <C>      <C>     <C>
Net asset value, beginning of period                                   $5.38    $5.57   $5.44    $5.36   $5.39

Income from investment operations:

Net investment income (loss)                                             .27      .28     .29      .29     .30

Net gains (losses) (both realized and unrealized)                       (.29)    (.17)    .13      .08     .04

Total from investment operations                                        (.02)     .11     .42      .37     .34

Less distributions:

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

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

Total distributions                                                     (.27)    (.30)   (.29)    (.29)   (.37)

Net asset value, end of period                                         $5.09    $5.38   $5.57    $5.44   $5.36

Ratios/supplemental data:

Net assets, end of period (in millions)                                  $65      $77     $77      $77     $79

Ratio of expenses to average daily net assets(b)                         .89%     .83%    .82%     .81%    .82%

Ratio of net investment income (loss) to average daily net assets       5.30%    5.00%   5.19%    5.38%   5.37%

Portfolio turnover rate (excluding short-term securities)                 12%      20%     10%      21%     29%

Total return(c)                                                         (.14%)   1.92%   7.66%    7.12%   6.30%

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

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP Michigan Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                                          Class B

                                                                        2000     1999    1998     1997    1996

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

Income from investment operations:

Net investment income (loss)                                             .23      .24     .25      .25     .25

Net gains (losses) (both realized and unrealized)                       (.29)    (.17)    .13      .08     .04

Total from investment operations                                        (.06)     .07     .38      .33     .29

Less distributions:

Dividends from net investment income                                    (.23)    (.24)   (.25)    (.25)   (.25)

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

Total distributions                                                     (.23)    (.26)   (.25)    (.25)   (.32)

Net asset value, end of period                                         $5.09    $5.38   $5.57    $5.44   $5.36

Ratios/supplemental data:

Net assets, end of period (in millions)                                   $6       $7      $5       $4      $3

Ratio of expenses to average daily net assets(b)                        1.64%    1.59%   1.57%    1.56%   1.59%

Ratio of net investment income (loss) to average daily net assets       4.55%    4.25%   4.44%    4.65%   4.63%

Portfolio turnover rate (excluding short-term securities)                 12%      20%     10%      21%     29%

Total return(c)                                                         (.92%)   1.17%   6.86%    6.32%   5.57%
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP Michigan Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                     Class C

                                                                        2000(b)

Net asset value, beginning of period                                   $5.08

Income from investment operations:

Net investment income (loss)                                              --

Net gains (losses) (both realized and unrealized)                        .01

Total from investment operations                                         .01

Less distributions:

Dividends from net investment income                                      --

Net asset value, end of period                                         $5.09

Ratios/supplemental data:

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

Ratio of expenses to average daily net assets(d)                        1.64%(c)

Ratio of net investment income (loss) to average daily net assets       4.23%(c)

Portfolio turnover rate (excluding short-term securities)                 12%

Total return(e)                                                          .20%

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

(b) For the period from June 26, 2000  (commencement  of operations) to June 30,
2000.

(c) Adjusted to an annual basis.

(d) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust  AXP Minnesota Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)
<TABLE>
<CAPTION>

                                                                                          Class A

                                                                        2000     1999    1998     1997    1996
<S>                                                                    <C>      <C>     <C>      <C>     <C>
Net asset value, beginning of period                                   $5.26    $5.41   $5.30    $5.20   $5.19

Income from investment operations:

Net investment income (loss)                                             .29      .29     .30      .31     .30

Net gains (losses) (both realized and unrealized)                       (.27)    (.15)    .11      .10     .01

Total from investment operations                                         .02      .14     .41      .41     .31

Less distributions:

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

Net asset value, end of period                                         $5.00    $5.26   $5.41    $5.30   $5.20

Ratios/supplemental data:

Net assets, end of period (in millions)                                 $340     $406    $385     $376    $393

Ratio of expenses to average daily net assets(b)                         .82%     .78%    .75%     .75%    .80%

Ratio of net investment income (loss) to average daily net assets       5.68%    5.37%   5.61%    5.81%   5.66%

Portfolio turnover rate (excluding short-term securities)                 18%      13%     8%       14%     13%

Total return(c)                                                          .60%    2.62%   7.96%    8.06%   5.99%

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

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust  AXP Minnesota Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                                          Class B

                                                                        2000     1999    1998     1997    1996

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

Income from investment operations:

Net investment income (loss)                                             .25      .25     .26      .27     .26

Net gains (losses) (both realized and unrealized)                       (.26)    (.15)    .11      .10     .01

Total from investment operations                                        (.01)     .10     .37      .37     .27

Less distributions:

Dividends from net investment income                                    (.25)    (.25)   (.26)    (.27)   (.26)

Net asset value, end of period                                         $5.00    $5.26   $5.41    $5.30   $5.20

Ratios/supplemental data:

Net assets, end of period (in millions)                                  $44      $46     $31      $22     $16

Ratio of expenses to average daily net assets(b)                        1.58%    1.54%   1.50%    1.50%   1.57%

Ratio of net investment income (loss) to average daily net assets       4.94%    4.61%   4.86%    5.05%   4.94%

Portfolio turnover rate (excluding short-term securities)                 18%      13%     8%       14%     13%

Total return(c)                                                         (.16%)   1.85%   7.17%    7.23%   5.20%
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust  AXP Minnesota Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                       Class C

                                                                        2000(b)

Net asset value, beginning of period                                   $4.99

Income from investment operations:

Net investment income (loss)                                              --

Net gains (losses) (both realized and unrealized)                        .01

Total from investment operations                                         .01

Less distributions:

Dividends from net investment income                                      --

Net asset value, end of period                                         $5.00

Ratios/supplemental data:

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

Ratio of expenses to average daily net assets(d)                        1.58%(c)

Ratio of net investment income (loss) to average daily net assets       4.94%(c)

Portfolio turnover rate (excluding short-term securities)                 18%

Total return(e)                                                          .20%

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

(b) For the period from June 26, 2000  (commencement  of operations) to June 30,
2000.

(c) Adjusted to an annual basis.

(d) 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

Fiscal period ended June 30,

Per share income and capital changes(a)
<TABLE>
<CAPTION>

                                                                                          Class A

                                                                       2000     1999    1998     1997    1996
<S>                                                                    <C>      <C>     <C>      <C>     <C>
Net asset value, beginning of period                                   $5.15    $5.29   $5.15    $5.06   $5.09

Income from investment operations:

Net investment income (loss)                                             .27      .25     .27      .28     .29

Net gains (losses) (both realized and unrealized)                       (.23)    (.14)    .14      .09     (.03)

Total from investment operations                                         .04      .11     .41      .37     .26

Less distributions:

Dividends from net investment income                                    (.27)    (.25)   (.27)    (.28)   (.29)

Net asset value, end of period                                         $4.92    $5.15   $5.29    $5.15   $5.06

Ratios/supplemental data:

Net assets, end of period (in millions)                                  $85      $102    $105     $108    $115

Ratio of expenses to average daily net assets(b)                         .88%     .82%    .79%     .81%    .82%

Ratio of net investment income (loss) to average daily net assets       5.27%    4.93%   5.22%    5.55%   5.51%

Portfolio turnover rate (excluding short-term securities)                 11%       8%     10%      12%      9%

Total return(c)                                                          .77%    2.04%   8.20%    7.60%   5.23%

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

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP New York Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                                          Class B

                                                                       2000     1999    1998     1997    1996

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

Income from investment operations:

Net investment income (loss)                                             .23      .21     .23      .25     .25

Net gains (losses) (both realized and unrealized)                       (.23)    (.14)   .14      .09     (.03)

Total from investment operations                                          --      .07     .37      .34     .22

Less distributions:

Dividends from net investment income                                    (.23)    (.21)   (.23)    (.25)   (.25)

Net asset value, end of period                                         $4.92    $5.15   $5.29    $5.15   $5.06

Ratios/supplemental data:

Net assets, end of period (in millions)                                  $13      $14     $10       $8      $5

Ratio of expenses to average daily net assets(b)                        1.63%    1.57%   1.55%    1.56%   1.59%

Ratio of net investment income (loss) to average daily net assets       4.54%    4.20%   4.47%    4.81%   4.79%

Portfolio turnover rate (excluding short-term securities)                 11%       8%     10%      12%      9%

Total return(c)                                                          .01%    1.28%   7.35%    6.80%   4.40%
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

AXP Special Tax-Exempt Series Trust AXP New York Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                       Class C

                                                                       2000(b)

Net asset value, beginning of period                                   $4.91

Income from investment operations:

Net investment income (loss)                                              --

Net gains (losses) (both realized and unrealized)                        .01

Total from investment operations                                         .01

Less distributions:

Dividends from net investment income                                      --

Net asset value, end of period                                         $4.92

Ratios/supplemental data:

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

Ratio of expenses to average daily net assets(d)                        1.63%(c)

Ratio of net investment income (loss) to average daily net assets       4.54%(c)

Portfolio turnover rate (excluding short-term securities)                 11%

Total return(e)                                                          .20%

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

(b) For the period from June 26, 2000  (commencement  of operations) to June 30,
2000.

(c) Adjusted to an annual basis.

(d) 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

Fiscal period ended June 30,

Per share income and capital changes(a)
<TABLE>
<CAPTION>

                                                                                          Class A

                                                                       2000     1999    1998     1997    1996
<S>                                                                    <C>      <C>     <C>      <C>     <C>
Net asset value, beginning of period                                   $5.36    $5.50   $5.38    $5.28   $5.28

Income from investment operations:

Net investment income (loss)                                             .27      .27     .29      .29     .29

Net gains (losses) (both realized and unrealized)                       (.23)    (.14)    .12      .10     .01

Total from investment operations                                         .04     .13     .41      .39     .30

Less distributions:

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

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

Total distributions                                                     (.27)    (.27)   (.29)    (.29)   (.30)

Net asset value, end of period                                         $5.13    $5.36   $5.50    $5.38   $5.28

Ratios/supplemental data

Net assets, end of period (in millions)                                  $60      $69     $67      $67     $72

Ration of expenses to average daily net assets(b)                        .88%     .88%    .83%     .83%    .85%

Ratio of net investment income (loss) to average daily net assets       5.31%    5.02%   5.22%    5.46%   5.35%

Portfolio turnover rate (excluding short-term securities)                 13%      5%      10%       9%     24%

Total return(c)                                                          .91%    2.50%   7.79%    7.43%   5.76%

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

(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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


<PAGE>

"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 each

"Fund are contained in the Fund's annual report which, if not included with this prospectus, "

may be obtained without charge.




AXP Special Tax-Exempt Series Trust AXP Ohio Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)

                                                                                          Class B

                                                                       2000     1999    1998     1997    1996

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

Income from investment operations:

Net investment income (loss)                                             .23      .23     .24      .25     .24

Net gains (losses) (both realized and unrealized)                       (.23)    (.14)    .13      .10     .01

Total from investment operations                                          --      .09     .37      .35     .25

Less distributions:

Dividends from net investment income                                    (.23)    (.23)   (.25)    (.25)   (.24)

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

Total distributions                                                     (.23)    (.23)   (.25)    (.25)   (.25)

Net asset value, end of period                                         $5.13    $5.36   $5.50    $5.38   $5.28

Ratios/supplemental data

Net assets, end of period (in millions)                                   $7       $8      $5       $4      $2

Ration of expenses to average daily net assets(b)                       1.64%    1.63%   1.59%    1.59%   1.59%

Ratio of net investment income (loss) to average daily net assets       4.55%    4.27%   4.47%    4.74%   4.63%

Portfolio turnover rate (excluding short-term securities)                 13%      5%      10%      9%      24%

Total return(c)                                                          .14%    1.75%   6.98%    6.62%   4.96%
</TABLE>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.


(b) Expense  ratio is based on total  expenses of the Fund before  reduction  of
earnings credits on cash balances.

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

<PAGE>

AXP Special Tax-Exempt Series Trust AXP Ohio Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changes(a)


                                                                       Class C

                                                                       2000(b)

Net asset value, beginning of period                                   $5.12

Income from investment operations:

Net investment income (loss)                                              --

Net gains (losses) (both realized and unrealized)                        .01

Total from investment operations                                         .01

Less distributions:

Dividends from net investment income                                      --

Net asset value, end of period                                         $5.13

Ratios/supplemental data

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

Ration of expenses to average daily net assets(d)                       1.64%(c)

Ratio of net investment income (loss) to average daily net assets       4.55%(c)

Portfolio turnover rate (excluding short-term securities)                 13%

Total return(e)                                                          .20%

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

(b) For the period from June 26, 2000  (commencement  of operations) to June 30,
2000.

(c) Adjusted to an annual basis.

(d) 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


2000 state tax-exempt and taxable equivalent yield calculation


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

Tax-exempt income vs. taxable income


2000 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>


Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 38.26%. This is the rate you'll use in Step 2.

                                          Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing                 to              to             to        OVER
Jointly                  $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
     $0    -  $10,528       15.85%
 10,528    -   24,954       16.70
 24,954    -   39,384       18.40
 39,384    -   43,850       20.10
 43,850    -   54,674       32.32
 54,674    -   69,096       33.76
 69,096    -  105,950       34.70           35.46%
105,950    -  161,450       37.42           38.26          39.52%
161,450    -  288,350       41.95           42.93          44.39        42.93%
288,350    +                45.22                          47.90***     46.29
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                     251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
$     0    -  $ 5,264       15.85%
  5,264    -   12,477       16.70
 12,477    -   19,692       18.40
 19,692    -   26,250       20.10
 26,250    -   27,337       32.32
 27,337    -   34,548       33.76
 34,548    -   63,550       34.70
 63,550    -  132,600       37.42                          38.89%
132,600    -  288,350       41.95                          43.66        42.93%
288,350    +                45.22                                       46.29
--------------------------------------------------------------------------------

*    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 $315,900 and your taxable income exceeds $288,350.

(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,  1999.  These  rates  may  change if
     California  tax rates  change in 2000.  In  California,  tax  brackets  are
     indexed for  inflation.  These  figures do not  reflect the 2000  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:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          15.85%              4.16      4.75      5.35      5.94       6.54      7.13       7.72      8.32

          16.70%              4.20      4.80      5.40      6.00       6.60      7.20       7.80      8.40

          18.40%              4.29      4.90      5.51      6.13       6.74      7.35       7.97      8.58

          20.10%              4.38      5.01      5.63      6.26       6.88      7.51       8.14      8.76

          32.32%              5.17      5.91      6.65      7.39       8.13      8.87       9.60     10.34

          33.76%              5.28      6.04      6.79      7.55       8.30      9.06       9.81     10.57

          34.70%              5.36      6.13      6.89      7.66       8.42      9.19       9.95     10.72

          35.46%              5.42      6.20      6.97      7.75       8.52      9.30      10.07     10.85

          37.42%              5.59      6.39      7.19      7.99       8.79      9.59      10.39     11.19

          38.26%              5.67      6.48      7.29      8.10       8.91      9.72      10.53     11.34

          38.89%              5.73      6.55      7.36      8.18       9.00      9.82      10.64     11.45

          39.52%              5.79      6.61      7.44      8.27       9.09      9.92      10.75     11.57

          41.95%              6.03      6.89      7.75      8.61       9.47     10.34      11.20     12.06

          42.93%              6.13      7.01      7.89      8.76       9.64     10.51      11.39     12.27

          43.66%              6.21      7.10      7.99      8.87       9.76     10.65      11.54     12.42

          44.39%              6.29      7.19      8.09      8.99       9.89     10.79      11.69     12.59

          45.22%              6.39      7.30      8.21      9.13      10.04     10.95      11.87     12.78

          46.29%              6.52      7.45      8.38      9.31      10.24     11.17      12.10     13.03

          47.90%              6.72      7.68      8.64      9.60      10.56     11.52      12.48     13.44
</TABLE>


<PAGE>


2000 Massachusetts tax-exempt and taxable equivalent yield calculation


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

STEP 1: Calculating your marginal tax rate.

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

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

Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 35.91%. This is the rate you'll use in Step 2.


                                         Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing Jointly         to              to             to         OVER
                         $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
$     0    - $ 43,850       19.97%
 43,850    -  105,950       32.21           33.00%
105,950    -  161,450       35.04           35.91          37.22%
161,450    -  288,350       39.74           40.76          42.28        40.76%
288,350    +                43.13                          45.92***     44.25
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                    $251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
 $    0    - $ 26,250       19.97%
 26,250    -   63,550       32.21
 63,550    -  132,600       35.04                          36.57%
132,600    -  288,350       39.74                          41.52        40.76%
288,350    +                43.13                                       44.25
--------------------------------------------------------------------------------

*    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 $315,900 and your taxable income exceeds $288,350.

(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, 2000.  These rates may change
     if  Massachusetts  tax  rates  change in 2000.  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 35.91%,  you may determine that a tax-exempt  yield of 4% is equivalent to
earning a taxable 6.24% yield.
<TABLE>
<CAPTION>

                           For these Tax-Exempt Rates:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          19.97%              4.37      5.00      5.62      6.25       6.87      7.50       8.12      8.75

          32.21%              5.16      5.90      6.64      7.38       8.11      8.85       9.59     10.33

          33.00%              5.22      5.97      6.72      7.46       8.21      8.96       9.70     10.45

          35.04%              5.39      6.16      6.93      7.70       8.47      9.24      10.01     10.78

          35.91%              5.46      6.24      7.02      7.80       8.58      9.36      10.14     10.92

          36.57%              5.52      6.31      7.09      7.88       8.67      9.46      10.25     11.04

          37.22%              5.58      6.37      7.17      7.96       8.76      9.56      10.35     11.15

          39.74%              5.81      6.64      7.47      8.30       9.13      9.96      10.79     11.62

          40.76%              5.91      6.75      7.60      8.44       9.28     10.13      10.97     11.82

          41.52%              5.98      6.84      7.69      8.55       9.40     10.26      11.11     11.97

          42.28%              6.06      6.93      7.80      8.66       9.53     10.40      11.26     12.13

          43.13%              6.15      7.03      7.91      8.79       9.67     10.55      11.43     12.31

          44.25%              6.28      7.17      8.07      8.97       9.87     10.76      11.66     12.56

          45.92%              6.47      7.40      8.32      9.25      10.17     11.09      12.02     12.94
</TABLE>


<PAGE>


2000 Michigan tax-exempt and taxable equivalent yield calculation


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

STEP 1: Calculating your marginal tax rate.

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

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


Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 34.79%. This is the rate you'll use in Step 2.

                                         Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing Jointly         to              to             to         OVER
                         $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
$     0    - $ 43,850       18.57%
 43,850    -  105,950       31.02           31.83%
105,950    -  161,450       33.90           34.79          36.12%
161,450    -  288,350       38.69           39.72          41.27        39.72%
288,350    +                42.14                          44.97***     43.27
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                    $251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
 $    0    - $ 26,250       18.57%
 26,250    -   63,550       31.02
 63,550    -  132,600       33.90                          35.45%
132,600    -  288,350       38.69                          40.50        39.72%
288,350    +                42.14                                       43.27
--------------------------------------------------------------------------------
     * 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 $315,900 and your taxable income exceeds $288,350.

(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, 2000.  These rates may change if Michigan tax rates change
     in 2000. 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 34.79%,  you may determine that a tax-exempt  yield of 4% is equivalent to
earning a taxable 6.13% yield.
<TABLE>
<CAPTION>

                           For these Tax-Exempt Rates:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          18.57%              4.30      4.91      5.53      6.14       6.75      7.37       7.98      8.60

          31.02%              5.07      5.80      6.52      7.25       7.97      8.70       9.42     10.15

          31.83%              5.13      5.87      6.60      7.33       8.07      8.80       9.53     10.27

          33.90%              5.30      6.05      6.81      7.56       8.32      9.08       9.83     10.59

          34.79%              5.37      6.13      6.90      7.67       8.43      9.20       9.97     10.73

          35.45%              5.42      6.20      6.97      7.75       8.52      9.30      10.07     10.84

          36.12%              5.48      6.26      7.04      7.83       8.61      9.39      10.18     10.96

          38.69%              5.71      6.52      7.34      8.16       8.97      9.79      10.60     11.42

          39.72%              5.81      6.64      7.47      8.29       9.12      9.95      10.78     11.61

          40.50%              5.88      6.72      7.56      8.40       9.24     10.08      10.92     11.76

          41.27%              5.96      6.81      7.66      8.51       9.36     10.22      11.07     11.92

          42.14%              6.05      6.91      7.78      8.64       9.51     10.37      11.23     12.10

          43.27%              6.17      7.05      7.93      8.81       9.70     10.58      11.46     12.34

          44.97%              6.36      7.27      8.18      9.09       9.99     10.90      11.81     12.72
</TABLE>


<PAGE>


2000 Minnesota tax-exempt and taxable equivalent yield calculation


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


STEP 1: Calculating your marginal tax rate.

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

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

Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 37.27%. This is the rate you'll use in Step 2.

                                        Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing Jointly         to              to             to         OVER
                         $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
$     0    -   25,680       19.55%
25,680     -   43,850       20.99
43,850     -  102,030       33.08           33.86%
102,030    -  105,950       33.65           34.43
105,950    -  161,450       36.42           37.27          38.55%
161,450    -  288,350       41.02           42.02          43.51        42.02%
288,350    +                44.34                          47.07***     45.44
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                    $251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
$     0    - $ 17,570       19.55%
 17,570    -   26,250       20.99
 26,250    -   57,710       33.08
 57,710    -   63,550       33.65
 63,550    -  132,600       36.42                          37.91%
132,600    -  288,350       41.02                          42.76        42.02%
288,350    +                44.34                                       45.44
--------------------------------------------------------------------------------

*    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 $315,900 and your taxable income exceeds $288,350.

(1)  No Phase-out -- Assumes no  phase-out  of itemized  deductions  or personal
     exemptions.

(2)  IItemized   Deductions   Phase-out  --  Assumes  a  phase-out  of  itemized
     deductions and no phase-out of personal exemptions.

(3)  Itemized  Deductions and Personal Exemption  Phase-outs -- Assumes a single
     taxpayer  has one personal  exemption,  joint  taxpayers  have two personal
     exemptions,  personal exemptions phase out and itemized deductions continue
     to phase-out.

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

     The  combined  federal/Minnesota  tax brackets are based on state tax rates
     effective as of Jan. 1, 2000. These rates may change if Minnesota tax rates
     change in 2000. 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 37.27%,  you may determine that a tax-exempt  yield of 4% is equivalent to
earning a taxable 6.38% yield.
<TABLE>
<CAPTION>

                           For these Tax-Exempt Rates:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          19.55%              4.35      4.97      5.59      6.22       6.84      7.46       8.08      8.70

          20.99%              4.43      5.06      5.70      6.33       6.96      7.59       8.23      8.86

          33.08%              5.23      5.98      6.72      7.47       8.22      8.97       9.71     10.46

          33.65%              5.28      6.03      6.78      7.54       8.29      9.04       9.80     10.55

          33.86%              5.29      6.05      6.80      7.56       8.32      9.07       9.83     10.58

          34.43%              5.34      6.10      6.86      7.63       8.39      9.15       9.91     10.68

          36.42%              5.50      6.29      7.08      7.86       8.65      9.44      10.22     11.01

          37.27%              5.58      6.38      7.17      7.97       8.77      9.56      10.36     11.16

          37.91%              5.64      6.44      7.25      8.05       8.86      9.66      10.47     11.27

          38.55%              5.70      6.51      7.32      8.14       8.95      9.76      10.58     11.39

          41.02%              5.93      6.78      7.63      8.48       9.33     10.17      11.02     11.87

          42.02%              6.04      6.90      7.76      8.62       9.49     10.35      11.21     12.07

          42.76%              6.11      6.99      7.86      8.74       9.61     10.48      11.36     12.23

          43.51%              6.20      7.08      7.97      8.85       9.74     10.62      11.51     12.39

          44.34%              6.29      7.19      8.08      8.98       9.88     10.78      11.68     12.58

          45.44%              6.41      7.33      8.25      9.16      10.08     11.00      11.91     12.83

          47.07%              6.61      7.56      8.50      9.45      10.39     11.34      12.28     13.23
</TABLE>


<PAGE>


2000 New York State tax-exempt and taxable equivalent yield calculation


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

STEP 1: Calculating your marginal tax rate.

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

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


Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 36.59%. This is the rate you'll use in Step 2.

                                        Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing Jointly         to              to             to         OVER
                         $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
$     0    - $ 16,000       18.40%
 16,000    -   22,000       18.83
 22,000    -   26,000       19.46
 26,000    -   40,000       20.02
 40,000    -   43,850       20.82
 43,850    -  105,950       32.93           33.71%
105,950    -  161,450       35.73           36.59          37.86%
161,450    -  288,350       40.38           41.39          42.89        41.39%
288,350    +                43.74                          46.50***     44.84
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                    $251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
$     0    - $  8,000       18.40%
 8,000     -   11,000       18.83
11,000     -   13,000       19.46
13,000     -   20,000       20.02
20,000     -   26,250       20.82
26,250     -   63,550       32.93
63,550     -  132,600       35.73                          37.24%
132,600    -  288,350       40.38                          42.14        41.39%
288,350    +                43.74                                       44.84
--------------------------------------------------------------------------------

*    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 $315,900 and your taxable income exceeds $288,350.

(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, 2000.  These rates may change if New York state
     tax rates change in 2000. 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:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          18.40%              4.29      4.90      5.51      6.13       6.74      7.35       7.97      8.58

          18.83%              4.31      4.93      5.54      6.16       6.78      7.39       8.01      8.62

          19.46%              4.35      4.97      5.59      6.21       6.83      7.45       8.07      8.69

          20.02%              4.38      5.00      5.63      6.25       6.88      7.50       8.13      8.75

          20.82%              4.42      5.05      5.68      6.31       6.95      7.58       8.21      8.84

          32.93%              5.22      5.96      6.71      7.45       8.20      8.95       9.69     10.44

          33.71%              5.28      6.03      6.79      7.54       8.30      9.05       9.81     10.56

          35.73%              5.45      6.22      7.00      7.78       8.56      9.34      10.11     10.89

          36.59%              5.52      6.31      7.10      7.89       8.67      9.46      10.25     11.04

          37.24%              5.58      6.37      7.17      7.97       8.76      9.56      10.36     11.15

          37.89%              5.64      6.44      7.25      8.05       8.86      9.66      10.47     11.27

          40.38%              5.87      6.71      7.55      8.39       9.23     10.06      10.90     11.74

          41.39%              5.97      6.82      7.68      8.53       9.38     10.24      11.09     11.94

          42.14%              6.05      6.91      7.78      8.64       9.51     10.37      11.23     12.10

          42.89%              6.13      7.00      7.88      8.76       9.63     10.51      11.38     12.26

          43.74%              6.22      7.11      8.00      8.89       9.78     10.66      11.55     12.44

          44.84%              6.35      7.25      8.16      9.06       9.97     10.88      11.78     12.69

          46.50%              6.54      7.48      8.41      9.35      10.28     11.21      12.15     13.08
</TABLE>


<PAGE>


2000 New York State and New York City  tax-exempt and taxable  equivalent  yield
calculation


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

STEP 1: Calculating your marginal tax rate.

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

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


Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 38.85%. This is the rate you'll use in Step 2.

                                        Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing Jointly         to              to             to         OVER
                         $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
$     0    - $ 16,000       20.65%
16,000     -   21,600       21.08
21,600     -   22,000       21.56
22,000     -   26,000       22.20
26,000     -   40,000       22.75
40,000     -   43,850       23.56
43,850     -   45,000       35.25
45,000     -   90,000       35.28           36.04%
90,000     -  105,950       35.32           36.07
105,950    -  161,450       38.01           38.85          40.10%
161,450    -  288,350       42.51           43.48          44.92        43.48%
288,350    +                45.74                          48.40***     46.81
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                    $251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
$     0    - $  8,000       20.65%
  8,000    -   11,000       21.08
 11,000    -   12,000       21.72
 12,000    -   13,000       22.20
 13,000    -   20,000       22.75
 20,000    -   25,000       23.56
 25,000    -   26,250       23.60
 26,250    -   50,000       35.28
 50,000    -   63,550       35.32
 63,550    -  132,600       38.01                          39.47%
132,600    -  288,350       42.51                          44.20        43.48%
288,350    +                45.74                                       46.81
--------------------------------------------------------------------------------

*    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 $315,900 and your taxable income exceeds $288,350.

(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, 2000.  These rates
     may change if New York state or city tax rates change in 2000. 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 38.85%,  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:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          20.65%              4.41      5.04      5.67      6.30       6.93      7.56       8.19      8.82

          21.08%              4.43      5.07      5.70      6.34       6.97      7.60       8.24      8.87

          21.56%              4.46      5.10      5.74      6.37       7.01      7.65       8.29      8.92

          21.72%              4.47      5.11      5.75      6.39       7.03      7.66       8.30      8.94

          22.20%              4.50      5.14      5.78      6.43       7.07      7.71       8.35      9.00

          22.75%              4.53      5.18      5.83      6.47       7.12      7.77       8.41      9.06

          23.56%              4.58      5.23      5.89      6.54       7.20      7.85       8.50      9.16

          23.60%              4.58      5.24      5.89      6.54       7.20      7.85       8.51      9.16

          35.25%              5.41      6.18      6.95      7.72       8.49      9.27      10.04     10.81

          35.28%              5.41      6.18      6.95      7.73       8.50      9.27      10.04     10.82

          35.32%              5.41      6.18      6.96      7.73       8.50      9.28      10.05     10.82

          36.04%              5.47      6.25      7.04      7.82       8.60      9.38      10.16     10.94

          36.07%              5.47      6.26      7.04      7.82       8.60      9.39      10.17     10.95

          38.01%              5.65      6.45      7.26      8.07       8.87      9.68      10.49     11.29

          38.85%              5.72      6.54      7.36      8.18       8.99      9.81      10.63     11.45

          39.47%              5.78      6.61      7.43      8.26       9.09      9.91      10.74     11.56

          40.10%              5.84      6.68      7.51      8.35       9.18     10.02      10.85     11.69

          42.51%              6.09      6.96      7.83      8.70       9.57     10.44      11.31     12.18

          43.48%              6.19      7.08      7.96      8.85       9.73     10.62      11.50     12.38

          44.20%              6.27      7.17      8.06      8.96       9.86     10.75      11.65     12.54

          44.92%              6.35      7.26      8.17      9.08       9.99     10.89      11.80     12.71

          45.74%              6.45      7.37      8.29      9.21      10.14     11.06      11.98     12.90

          46.81%              6.58      7.52      8.46      9.40      10.34     11.28      12.22     13.16

          48.40%              6.78      7.75      8.72      9.69      10.66     11.63      12.60     13.57
</TABLE>


<PAGE>


2000 Ohio tax-exempt and taxable equivalent yield calculation


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

STEP 1: Calculating your marginal tax rate.

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

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


Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 36.46%. This is the rate you'll use in Step 2.

                                       Adjusted gross income*
                         -------------------------------------------------------
Taxable income**               $0        $128,950       $193,400
Married Filing Jointly         to              to             to         OVER
                         $128,950(1)     $193,400(2)    $315,900(3)  $315,900(2)
--------------------------------------------------------------------------------
$     0    - $  5,000       15.61%
  5,000    -   10,000       16.22
 10,000    -   15,000       17.43
 15,000    -   20,000       18.04
 20,000    -   40,000       18.65
 40,000    -   43,850       19.26
 43,850    -   80,000       31.61           32.41
 80,000    -  100,000       32.12           32.92%
100,000    -  105,950       32.79           33.57
105,950    -  161,450       35.59           36.46         37.75%
161,450    -  200,000       40.26           41.26         42.77
200,000    -  288,350       40.63                          43.12        41.63%
288,350    +                43.97                          46.71***     45.07
--------------------------------------------------------------------------------
Taxable income**               $0                       $128,950
Single                         to                             to         OVER
                         $128,950(1)                    $251,450(3)  $251,450(2)
--------------------------------------------------------------------------------
$     0    - $  5,000       15.61%
  5,000    -   10,000       16.22
 10,000    -   15,000       17.43
 15,000    -   20,000       18.04
 20,000    -   26,250       18.65
 26,250    -   40,000       31.09
 40,000    -   63,550       31.61
 63,550    -   80,000       34.46
 80,000    -  100,000       34.95                          36.48%
100,000    -  132,600       35.59                          37.10
132,600    -  200,000       40.26                          42.02        41.26%
200,000    -  288,350       40.63                          42.38        41.63
288,350    +                43.97                                       45.07
--------------------------------------------------------------------------------

*    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 $315,900 and your taxable income exceeds $288,350.

(1)  No Phase-out -- Assumes no  phase-out  of itemized  deductions  or personal
     exemptions.

(2)  Itemized Deductions Phase-out -- Assumes a phase-out of itemized deductions
     and no phase-out of personal exemptions.

(3)  Itemized  Deductions and Personal Exemption  Phase-outs -- Assumes a single
     taxpayer  has one personal  exemption,  joint  taxpayers  have two personal
     exemptions,  personal  exemptions  phase-out  and the  itemized  deductions
     continue to phase-out.

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

     The  combined  federal/Ohio  tax  brackets  are based on state tax rates in
     effect on Dec. 31, 1999. These rates may change if Ohio tax rates change in
     2000.  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 36.46%,  you may determine that a tax-exempt  yield of 4% is equivalent to
earning a taxable 6.30% yield.
<TABLE>
<CAPTION>

                           For these Tax-Exempt Rates:
<S>       <C>                 <C>                 <C>       <C>        <C>       <C>        <C>       <C>
                              3.50%     4.00%     4.50%     5.00%      5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates         Equal the Taxable Rates shown below:

          15.61%              4.15      4.74      5.33      5.92       6.52      7.11       7.70      8.29

          16.22%              4.18      4.77      5.37      5.97       6.56      7.16       7.76      8.36

          17.43%              4.24      4.84      5.45      6.06       6.66      7.27       7.87      8.48

          18.04%              4.27      4.88      5.49      6.10       6.71      7.32       7.93      8.54

          18.65%              4.30      4.92      5.53      6.15       6.76      7.38       7.99      8.60

          19.26%              4.33      4.95      5.57      6.19       6.81      7.43       8.05      8.67

          31.09%              5.08      5.80      6.53      7.26       7.98      8.71       9.43     10.16

          31.61%              5.12      5.85      6.58      7.31       8.04      8.77       9.50     10.24

          32.12%              5.16      5.89      6.63      7.37       8.10      8.84       9.58     10.31

          32.41%              5.18      5.92      6.66      7.40       8.14      8.88       9.62     10.36

          32.79%              5.21      5.95      6.70      7.44       8.18      8.93       9.67     10.42

          32.92%              5.22      5.96      6.71      7.45       8.20      8.94       9.69     10.44

          33.57%              5.27      6.02      6.77      7.53       8.28      9.03       9.78     10.54

          34.46%              5.34      6.10      6.87      7.63       8.39      9.15       9.92     10.68

          34.95%              5.38      6.15      6.92      7.69       8.46      9.22       9.99     10.76

          35.59%              5.43      6.21      6.99      7.76       8.54      9.32      10.09     10.87

          36.46%              5.51      6.30      7.08      7.87       8.66      9.44      10.23     11.02

          36.48%              5.51      6.30      7.08      7.87       8.66      9.45      10.23     11.02

          37.10%              5.56      6.36      7.15      7.95       8.74      9.54      10.33     11.13

          37.75%              5.62      6.43      7.23      8.03       8.84      9.64      10.44     11.24

          40.26%              5.86      6.70      7.53      8.37       9.21     10.04      10.88     11.72

          40.63%              5.90      6.74      7.58      8.42       9.26     10.11      10.95     11.79

          41.26%              5.96      6.81      7.66      8.51       9.36     10.21      11.07     11.92

          41.63%              6.00      6.85      7.71      8.57       9.42     10.28      11.14     11.99

          42.02%              6.04      6.90      7.76      8.62       9.49     10.35      11.21     12.07

          42.38%              6.07      6.94      7.81      8.68       9.55     10.41      11.28     12.15

          42.77%              6.12      6.99      7.86      8.74       9.61     10.48      11.36     12.23

          43.12%              6.15      7.03      7.91      8.79       9.67     10.55      11.43     12.31

          43.97%              6.25      7.14      8.03      8.92       9.82     10.71      11.60     12.49

          45.07%              6.37      7.28      8.19      9.10      10.01     10.92      11.83     12.74

          46.71%              6.57      7.51      8.44      9.38      10.32     11.26      12.20     13.14
</TABLE>


<PAGE>

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

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

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

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

Investment Company Act File #:


  AXP California Tax-Exempt Fund               811-4646

  AXP Massachussetts 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
<TABLE>
<S>                                         <C>                  <C>                 <C>
AXP California Tax-Exempt Fund              Class A: ICALX       Class B: N/A        Class C: N/A

AXP Massachusetts Tax-Exempt Fund           Class A: IDMAX       Class B: N/A        Class C: N/A

AXP Michigan Tax-Exempt Fund                Class A: INMIX       Class B: N/A        Class C: N/A

AXP Minnesota Tax-Exempt Fund               Class A: IMNTX       Class B: IDSMX      Class C: N/A

AXP New York Tax-Exempt Fund                Class A: INYKX       Class B: N/A        Class C: N/A

AXP Ohio Tax-Exempt Fund                    Class A: IOHIX       Class B: N/A        Class C: N/A
</TABLE>


S-6328-99 U (8/00)


<PAGE>

AXP(SM) Insured Tax-Exempt Fund


PROSPECTUS AUG. 29, 2000



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

Please note that this Fund:

o    is not a bank deposit

o    is not federally insured

o    is not endorsed by any bank or government agency

o    is not guaranteed to achieve its goal

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

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    14p

Sales Charges                         15p

Exchanging/Selling Shares             18p

Distributions and Taxes               23p

Other Information                     25p

Financial Highlights                  26p

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 or 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 alternative investments,

     --   the  issuer's  credit  rating  declines or AEFC expects a decline (the
          Fund may continue to own securities  that are  down-graded  until AEFC
          believes it is advantageous to sell),

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

     --   AEFC expects the issuer to call the security, and

     --   AEFC identifies a more attractive opportunity.

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

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 prevent the Fund from  achieving its investment  objective.
During these times,  AEFC may make frequent  securities trades that could result
in increased fees, expenses, and taxes.

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

<PAGE>

RISKS

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

   Market Risk

   Interest Rate Risk

   Legal/Legislative Risk

Market Risk

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

Interest Rate Risk

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

Legal/Legislative Risk

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

<PAGE>
PAST PERFORMANCE

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

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


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


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)


+5.98  +11.66%  +8.95  +13.58%  -6.08   +16.71   +2.26   +7.70   +5.54    -3.98
1990    1991     1992   1993    1994     1995     1996    1997   1998      1999

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 -6.10% (quarter ending March 1994).


The 4.75% sales charge applicable to Class A shares of the Fund is not reflected
in the bar chart;  if reflected,  returns  would be lower than those shown.  The
performance  of Class B,  Class C 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, 2000 was +5.01%.


<PAGE>

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


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


Insured Tax-Exempt:


     Class A            -8.55%     +4.41%      +5.49%            --%


     Class B            -8.36%        --%         --%         +3.11%(a)

     Class Y            -3.87%        --%         --%         +4.35%(a)

Lehman Brothers
Municipal Bond Index    -2.06%     +6.91%      +6.89%         +5.76%(b)


Lipper Insured
Municipal Debt Index    -3.82%     +5.85%      +6.31%         +4.65%(b)


(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 indexes shown
for the same  periods.  The  performance  of Classes A, B and Y vary  because of
differences  in sales  charges and fees.  Past  performance  for Class Y for the
periods prior to March 20, 1995 may be calculated  based on the  performance  of
Class A,  adjusted to reflect  differences  in sales  charges,  although not for
other  differences  in  expenses.  Class C went  effective  June 26,  2000,  and
therefore performance information is not available.


For purposes of this calculation we assumed:

o    the maximum sales charge for Class A shares,

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

o    no sales charge for Class Y shares, and

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

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.

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

<PAGE>

FEES AND EXPENSES

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

Shareholder Fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
<S>                                                         <C>         <C>           <C>
                                                              Class A      Class B      Class      Class Y

Maximum sales charge (load) imposed on purchases(a)
(as a percentage of offering price)                           4.75%(b)     none         none       none

Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase)       none         5%           1%(c)      none


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

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

Management fees                                               .45%         .45%         .45%       .45%

Distribution (12b-1) fees                                     .25%         1.00%        1.00%       --%

Other expenses(e)                                             .12%         .12%         .12%       .22%

Total                                                         .82%         1.57%        1.57%        .67%


(a)  This charge may be reduced depending on the value of your total investments
     in American Express mutual funds. See "Sales Charges."


(b)  For Class A purchases over $500,000 on which the sales charge is waived,  a
     1% sales  charge  applies if you sell your  shares less than one year after
     purchase.

(c)  For Class C purchases,  a 1% sales  charge  applies if you sell your shares
     less than one year after purchase.

(d)  Expenses for Class A, Class B and Class Y are based on actual  expenses for
     the last fiscal year.  Expenses for Class C are based on estimated  amounts
     for the current fiscal year.


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

</TABLE>

<PAGE>

Example

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


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

                   1 year         3 years           5 years          10 years

Class A(a)          $555           $725              $909            $1,444

Class B(b)          $560           $796              $956            $1,670(d)

Class B(c)          $160           $496              $856            $1,670(d)

Class C             $160           $496              $856            $1,872

Class Y             $ 68           $215              $374            $  838


(a)  Includes a 4.75% sales charge.


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


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

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

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

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, Class C and Class Y, it is the NAV.

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

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

The Fund's  investments are valued based on market  quotations,  or where market
quotations are not readily available, based on methods selected in good faith by

<PAGE>

the board. If the Fund's  investment  policies permit it to invest in securities
that are listed on foreign stock  exchanges that trade on weekends or other days
when the Fund does not  price its  shares,  the value of the  Fund's  underlying
investments  may  change on days  when you  could not buy or sell  shares of the
Fund. Please see the SAI for further information.

INVESTMENT OPTIONS

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

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

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

4.   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:

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

The following table shows the key features of each class:
<S>                   <C>                        <C>                   <C>                       <C>

                        Class A                    Class B               Class C                    Class Y

----------------------- -------------------------- --------------------- -------------------------- ---------------------------
Availability            Available to all           Available to all      Available to all           Limited to qualifying
                        investors.                 investors.            investors.                 institutional investors.

----------------------- -------------------------- --------------------- -------------------------- ---------------------------
Initial Sales Charge    Yes. Payable at time of    No. Entire purchase   No. Entire purchase        No. Entire purchase price
                        purchase. Lower sales      price is invested     price is invested in       is invested in shares of
                        charge for larger          in shares of the      shares of the Fund.        the Fund.
                        investments.               Fund.


----------------------- -------------------------- --------------------- -------------------------- ---------------------------
Deferred Sales Charge   On purchases over          Maximum 5% CDSC       1% CDSC applies if you     None.
                        $500,000, 1% CDSC          during the first      sell your shares less
                        applies if you sell your   year decreasing to    than one year after
                        shares less than one       0% after six years.   purchase.
                        year after purchase.


----------------------- -------------------------- --------------------- -------------------------- ---------------------------
Distribution and/or     Yes.* 0.25%                Yes.* 1.00%           Yes.* 1.00%                Yes. 0.10%
Shareholder Service
Fee


----------------------- -------------------------- --------------------- -------------------------- ---------------------------
Conversion to Class A   N/A                        Yes, automatically    No.                        No.
                                                   in ninth calendar
                                                   year of ownership.
----------------------- -------------------------- --------------------- -------------------------- ---------------------------



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

</TABLE>

<PAGE>

Should you purchase Class A, Class B or Class C shares?

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

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

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

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.

<PAGE>

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

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

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

o    criminal penalties for falsifying information.

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

How to determine the correct TIN

<S>                                     <C>

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

----------------------------------------- -------------------------------------------------------------------------------------
Individual or joint account               The individual or one of the owners listed on the joint account
----------------------------------------- -------------------------------------------------------------------------------------
Custodian account of a minor (Uniform     The minor
Gifts/Transfers to Minors Act)
----------------------------------------- -------------------------------------------------------------------------------------
A revocable living trust                  The grantor-trustee (the person who puts the money into the trust)
----------------------------------------- -------------------------------------------------------------------------------------
An irrevocable trust, pension trust or    The legal  entity  (not the  personal
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
----------------------------------------- -------------------------------------------------------------------------------------
For details on TIN requirements, contact your financial advisor to obtain a copy
of  federal  Form  W-9,   "Request  for  Taxpayer   Identification   Number  and
Certification."   You   also  may   obtain   the   form  on  the   Internet   at
(http://www.irs.gov/prod/forms_pubs/).

</TABLE>

<PAGE>

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

70200 AXP Financial Center

Minneapolis, MN 55474

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.

2 By scheduled investment plan:

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

o    automatic payroll deduction,

o    bank authorization,

o    direct deposit of Social Security check, or

o    other plan approved by the Fund.

Minimum amounts

Initial investment:        $100

Additional investments:    $100/mo.

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

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

<PAGE>

3 By wire or electronic funds transfer:

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


Wells Fargo Bank Minnesota NA


Minneapolis, MN 55479

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

<PAGE>

SALES CHARGES

Class A -- initial sales charge alternative

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

Total investment                    Sales charge as percentage of:


                         Public offering price*          Net amount invested


Up to $50,000                     4.75%                         4.99%

$50,000 - $99,999                 4.50                          4.71

$100,000 - $249,999               3.75                          3.90

$250,000 - $499,999               2.50                          2.56


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


$1,000,000 or more                0.00                          0.00


*    Offering price includes the sales charge.

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


The  sales  charge  on Class A  shares  may be lower  than  4.75%,  based on the
combined market value of:

o    your current investment in this Fund,

o    your previous investment in this Fund, and

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

Other Class A sales charge policies:

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

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

<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,  children  and
     parents.

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

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

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

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


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

o    purchases made:

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

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

     --   within the University of Texas System ORP,

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

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

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

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

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

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

       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%


For Class C, a 1% CDSC is  charged  if you sell your  shares  less than one year
after purchase.


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

<PAGE>

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

Example:

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

Waivers of the sales charge for Class B and Class C shares

The CDSC will be waived on sales of shares:

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 fund,  including  fees and expenses,  read that fund's
prospectus  carefully.  Your exchange will be priced at the next NAV  calculated
after it is accepted by that fund.

<PAGE>

You may make up to three  exchanges (11/2 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.

Selling Shares

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

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

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

The Fund reserves the right to redeem in kind.

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

<PAGE>

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

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

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

Two ways to request an exchange or sale of shares

1 By letter:

Include in your letter:

o    the name of the fund(s),

o    the class of shares to be exchanged or sold,

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

o    your Social Security number or Employer Identification number,

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

o    signature(s) of all registered account owners,

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

o    any paper certificates of shares you hold.

Regular or express mail:

American Express Funds

70100 AXP Financial Center

Minneapolis, MN 55474

<PAGE>

2 By telephone:

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

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

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

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

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

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

<PAGE>

Three ways to receive payment when you sell shares

1 By regular or express mail:

o    Mailed to the address on record.

o    Payable to names listed on the account.

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

2 By wire or electronic funds transfer:

o    Minimum wire: $1,000.

o    Request that money be wired to your bank.

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

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

3 By scheduled payout plan:

o    Minimum payment: $50.

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

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

<PAGE>

Distributions and Taxes

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

REINVESTMENTS

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

o    you request distributions in cash, or

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

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

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

TAXES

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

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

<PAGE>

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.

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

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

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

<PAGE>

Other Information

INVESTMENT MANAGER


The  investment  manager  of  the  Fund  is  AEFC,  200  AXP  Financial  Center,
Minneapolis,  MN 55474. The Fund pays AEFC a fee for managing its assets.  Under
the Investment Management Services Agreement, the fee for the most recent fiscal
year was 0.45% of its average daily net assets.  Under the  agreement,  the Fund
also pays taxes,  brokerage  commissions  and nonadvisory  expenses.  AEFC or an
affiliate  may make payments from its own  resources,  which include  management
fees  paid by the  Fund,  to  compensate  broker-dealers  or other  persons  for
providing distribution assistance. AEFC is a wholly-owned subsidiary of American
Express  Company,  a financial  services  company with  headquarters at American
Express Tower, World Financial Center, New York, NY 10285.


<PAGE>
<TABLE>
<CAPTION>


Financial Highlights

Fiscal period ended June 30,

Per share income and capital changes(a)

                                                                              Class A
<S>                                              <C>           <C>           <C>          <C>          <C>
                                                      2000         1999         1998         1997         1996

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

Income from investment operations:

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

Net gains (losses) (both realized and unrealized)     (.16)        (.18)         .13          .07          .03

Total from investment operations                       .11          .09          .41          .37          .33

Less distributions:

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

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

Total distributions                                   (.27)        (.28)        (.29)        (.29)        (.30)

Net asset value, end of period                       $5.28        $5.44        $5.63        $5.51        $5.43

Ratios/supplemental data

Net assets, end of period (in millions)              $ 371        $ 439        $ 455        $ 462        $ 491

Ratio of expenses to average daily net assets(b)       .82%         .75%         .73%         .74%         .75%

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

Portfolio turnover rate
(excluding short-term securities)                        9%          13%          17%          33%          52%

Total return(c)                                       2.13%        1.74%        7.60%        7.08%        6.26%

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

(b)  Expense  ratio is based on total  expenses of the Fund before  reduction of
     earnings credits on cash balances.

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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Fiscal period ended June 30,

Per share income and capital changes(a)

                                                                              Class B
<S>                                                <C>          <C>         <C>          <C>          <C>
                                                      2000         1999         1998         1997         1996

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

Income from investment operations:

Net investment income (loss)                           .23          .23          .24          .25          .26

Net gains (losses) (both realized and unrealized)     (.16)        (.18)         .13          .08          .03

Total from investment operations                       .07          .05          .37          .33          .29

Less distributions:

Dividends from net investment income                  (.23)        (.23)        (.25)        (.25)        (.24)

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

Total distributions                                   (.23)        (.24)        (.25)        (.25)        (.26)

Net asset value, end of period                       $5.28        $5.44        $5.63        $5.51        $5.43

Ratios/supplemental data

Net assets, end of period (in millions)              $  51          $61        $  44      $31              $21

Ratio of expenses to average daily net assets(b)      1.57%        1.51%        1.49%    1.50%            1.51%

Ratio of net investment income (loss)
to average daily net assets                           4.41%        4.13%        4.34%    4.71%            4.42%

Portfolio turnover rate
(excluding short-term securities)                        9%          13%          17%      33%              52%

Total return(c)                                       1.35%         .99%        6.80%    6.26%            5.46%

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

(b)  Expense  ratio is based on total  expenses of the Fund before  reduction of
     earnings credits on cash balances.

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

</TABLE>


<PAGE>


Fiscal period ended June 30,

Per share income and capital changesa

                                                     Class C

                                                      2000(b)

Net asset value, beginning of period                 $5.27

Income from investment operations:

Net investment income (loss)                            --

Net gains (losses) (both realized and unrealized)      .01

Total from investment operations                       .01

Less distributions:

Dividends from net investment income                    --

Distributions from realized gains                       --

Total distributions                                     --

Net asset value, end of period                       $5.28

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(d)      1.57%(c)

Ratio of net investment income (loss)
to average daily net assets                           5.22%(c)

Portfolio turnover rate
(excluding short-term securities)                        9%

Total return(e)                                        .19%

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

(b)  Inception date was June 26, 2000.

(c)  Adjusted to an annual basis.

(d)  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>


Fiscal period ended June 30,

Per share income and capital changes(a)

                                                                                Class Y
<S>                                                <C>         <C>           <C>          <C>          <C>
                                                      2000         1999         1998         1997         1996

Net asset value, beginning of period                 $5.44        $5.64        $5.52        $5.44        $5.41

Income from investment operations:

Net investment income (loss)                           .28          .30          .29          .30          .31

Net gains (losses) (both realized and unrealized)     (.17)        (.19)         .13          .08          .03

Total from investment operations                       .11          .11          .42          .38          .34

Less distributions:

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

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

Total distributions                                   (.28)        (.31)        (.30)        (.30)        (.31)

Net asset value, end of period                       $5.27        $5.44        $5.64        $5.52        $5.44

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(b)       .67%         .60%         .48%         .58%         .57%

Ratio of net investment income (loss)
to average daily net assets                           5.33%        5.01%        5.30%        5.78%        5.32%

Portfolio turnover rate
(excluding short-term securities)                        9%          13%          17%          33%          52%

Total return(c)                                      2.30%         1.87%        7.73%        7.25%        6.40%

</TABLE>

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

(d)  Expense  ratio is based on total  expenses of the Fund before  reduction of
     earnings credits on cash balances.

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

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


<PAGE>

APPENDIX

2000 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:  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 federal
Marginal Tax Rate.  For example:  Let's assume you are married  filing  jointly,
your taxable income is $138,000 and your adjustable gross income is $175,000.

Under  Taxable  Income  married  filing  jointly  status,  $138,000  is  in  the
$105,950-$161,450  range.  Under  Adjusted  Gross  Income,  $175,000  is in  the
$128,950 to $193,400  column.  The Taxable Income line and Adjusted Gross Income
column meet at 31.93%. This is the rate you'll use in Step 2.


<PAGE>


                                          Adjusted gross income*

Taxable income**            $0            $128,950     $193,400

                            to            to           to            Over

                            $128,950(1)   $193,400(2)  $315,900(3)   $315,900(2)

Married Filing Jointly

$      0 - $ 43,850         15.00%

  43,850 -  105,950         28.00         28.84%

 105,950 -  161,450         31.00         31.93        33.32%

 161,450 -  288,350         36.00         37.08        38.69         37.08%

 288,350 +                  39.60         42.56***     40.79

                                   Adjusted gross income*

Taxable income**            $0            $128,950

                            to            to           Over

                            $128,9501)    $251,450(3)  $251,4502)

Single

$     0 - $ 26,250                        15.00%

 26,250 -   63,550                        28.00

 63,550 -  132,600                        31.00        32.62%

132,600 -  288,350                        36.00        37.89         37.08%

288,350 +                                 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 $315,900 and your taxable income exceeds $288,350.

(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.
<TABLE>
<CAPTION>

For these Tax-Exempt Rates:
<S>       <C>      <C>        <C>       <C>       <C>       <C>       <C>        <C>
           3.50%     4.00%      4.50%     5.00%     5.50%     6.00%      6.50%     7.00%

Marginal Tax Rates Equal the Taxable Rates shown below:

15.00%     4.12      4.71       5.29      5.88      6.47      7.06       7.65      8.24

28.00%     4.86      5.56       6.25      6.94      7.64      8.33       9.03      9.72

28.84%     4.92      5.62       6.32      7.03      7.73      8.43       9.13      9.84

31.00%     5.07      5.80       6.52      7.25      7.97      8.70       9.42     10.14

31.93%     5.14      5.88       6.61      7.35      8.08      8.81       9.55     10.28

32.62%     5.19      5.94       6.68      7.42      8.16      8.90       9.65     10.39

33.32%     5.25      6.00       6.75      7.50      8.25      9.00       9.75     10.50

36.00%     5.47      6.25       7.03      7.81      8.59      9.38      10.16     10.94

37.08%     5.56      6.36       7.15      7.95      8.74      9.54      10.33     11.13

37.89%     5.64      6.44       7.25      8.05      8.86      9.66      10.47     11.27

38.69%     5.71      6.52       7.34      8.16      8.97      9.79      10.60     11.42

39.60%     5.79      6.62       7.45      8.28      9.11      9.93      10.76     11.59

40.79%     5.91      6.76       7.60      8.44      9.29     10.13      10.98     11.82

42.56%     6.09      6.96       7.83      8.70      9.58     10.45      11.32     12.19
</TABLE>


<PAGE>

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

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

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

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

Investment Company Act File #811-4647

TICKER SYMBOL


Class A: IINSX    Class B: IINBX    Class C: N/A   Class Y: N/A


S-6327-99 T (8/00)

<PAGE>
                      AXPSM SPECIAL TAX-EXEMPT SERIES TRUST
                        AXPSM CALIFORNIA TAX-EXEMPT TRUST

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

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

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

             For state specific risk factors, please see Appendix B.


                                  Aug. 29, 2000

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


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

<PAGE>

                                TABLE OF CONTENTS


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

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

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

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

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

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

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

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

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


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


Pay-out Plans..............................................................p. 36

Capital Loss Carryover.....................................................p. 37

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

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

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

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

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


Principal Holders of Securities............................................p. 49

Independent Auditors.......................................................p. 49

Appendix A:  Description of Ratings........................................p. 50

Appendix B:  State Risk Factors............................................p. 55


<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 is  intended to show the breadth of
investments  that the  investment  manager may make on behalf of the Fund. For a
description of principal risks,  please see the prospectus.  Notwithstanding the
Fund's  ability to utilize  these  strategies  and  techniques,  the  investment
manager is not obligated to use them at any particular  time. For example,  even
though  the  investment  manager  is  authorized  to adopt  temporary  defensive
positions and is  authorized to attempt to hedge against  certain types of risk,
these practices are left to the investment manager's sole discretion.

-------------------------------------------------------------------------------
Investment strategies & types of investments:         Allowable for the Fund?
-------------------------------------------------------------------------------
Agency and Government Securities                                yes
-------------------------------------------------------------------------------
Borrowing                                                       yes
-------------------------------------------------------------------------------
Cash/Money Market Instruments                                   yes
-------------------------------------------------------------------------------
Collateralized Bond Obligations                                 yes
-------------------------------------------------------------------------------
Commercial Paper                                                yes
-------------------------------------------------------------------------------
Common Stock                                                    no
-------------------------------------------------------------------------------
Convertible Securities                                          yes
-------------------------------------------------------------------------------
Corporate Bonds                                                 yes
-------------------------------------------------------------------------------
Debt Obligations                                                yes
-------------------------------------------------------------------------------
Depositary Receipts                                             no
-------------------------------------------------------------------------------
Derivative Instruments                                          yes
-------------------------------------------------------------------------------
Foreign Currency Transactions                                   no
-------------------------------------------------------------------------------
Foreign Securities                                              yes
-------------------------------------------------------------------------------
High-Yield (High-Risk) Securities (Junk Bonds)                  yes
-------------------------------------------------------------------------------
Illiquid and Restricted Securities                              yes
-------------------------------------------------------------------------------
Indexed Securities                                              yes
-------------------------------------------------------------------------------
Inverse Floaters                                                yes
-------------------------------------------------------------------------------
Investment Companies                                            no
-------------------------------------------------------------------------------
Lending of Portfolio Securities                                 yes
-------------------------------------------------------------------------------
Loan Participations                                             yes
-------------------------------------------------------------------------------
Mortgage- and Asset-Backed Securities                           yes
-------------------------------------------------------------------------------
Mortgage Dollar Rolls                                           yes
-------------------------------------------------------------------------------
Municipal Obligations                                           yes
-------------------------------------------------------------------------------
Preferred Stock                                                 yes
-------------------------------------------------------------------------------
Real Estate Investment Trusts                                   yes
-------------------------------------------------------------------------------
Repurchase Agreements                                           yes
-------------------------------------------------------------------------------
Reverse Repurchase Agreements                                   yes
-------------------------------------------------------------------------------
Short Sales                                                     no
-------------------------------------------------------------------------------
Sovereign Debt                                                  yes
-------------------------------------------------------------------------------
Structured Products                                             yes
-------------------------------------------------------------------------------
Variable- or Floating-Rate Securities                           yes
-------------------------------------------------------------------------------
Warrants                                                        yes
-------------------------------------------------------------------------------
When-Issued Securities                                          yes
-------------------------------------------------------------------------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities            yes
-------------------------------------------------------------------------------

<PAGE>

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

o    Under  normal  market  conditions,  California,  Massachusetts,   Michigan,
     Minnesota,  New York and Ohio Funds  will  invest at least 80% of their net
     assets in bonds, notes and commercial paper issued by or on behalf of their
     respective state or local governmental units whose interest, in the opinion
     of bond counsel for the issuer, is exempt from federal, state and local (if
     applicable) income tax in their respective states.

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

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

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

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

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

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

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

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


<PAGE>

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

RISKS

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

Call/Prepayment Risk

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

Correlation Risk


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


Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

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

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

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

<PAGE>

         Custody risk refers to the process of clearing and settling trades.  It
also covers holding  securities with local agents and depositories.  Low trading
volumes and volatile  prices in less  developed  markets  make trades  harder to
complete  and settle.  Local agents are held only to the standard of care of the
local market.

Governments  or trade  groups  may compel  local  agents to hold  securities  in
designated depositories that are not subject to independent evaluation. The less
developed  a country's  securities  market is, the  greater  the  likelihood  of
problems occurring.

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

Inflation Risk

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

Interest Rate Risk


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


Issuer Risk

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

Legal/Legislative Risk

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

Leverage Risk

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

Liquidity Risk

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

Management Risk

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

<PAGE>

Market Risk

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

Reinvestment Risk


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


Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

<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  percentage gain or loss in the price of
the derivative instrument.


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

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

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

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

<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 a buyer
would pay out cash in an amount equal to any decline in the contract's  value or
receive  cash equal to any  increase.  At the time a futures  contract is closed
out, a nominal  commission is paid, which is generally lower than the commission
on a comparable transaction in the cash market.


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

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

One of the risks in buying  an option on a futures  contract  is the loss of the
premium  paid for the option.  The risk  involved in writing  options on futures
contracts an investor  owns, or on  securities  held in its  portfolio,  is that
there could be an increase in the market value of these contracts or securities.
If that  occurred,  the option would be exercised  and the asset sold at a lower
price than the cash market  price.  To some extent,  the risk of not realizing a
gain could be reduced by entering into a closing transaction.  An investor could
enter into a closing  transaction by purchasing an option with the same terms as
the one  previously  sold.  The cost to  close  the  option  and  terminate  the

<PAGE>

investor's  obligation,  however,  might still  result in a loss.  Further,  the
investor might not be able to close the option because of insufficient  activity
in the options  market.  Purchasing  options  also limits the use of monies that
might otherwise be available for long-term investments.

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

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

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

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

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

         Other Risks of Derivatives.

The primary risk of derivatives is the same as the risk of the underlying asset,
namely  that  the  value of the  underlying  asset  may go up or  down.  Adverse
movements in the value of an underlying  asset can expose an investor to losses.
Derivative  instruments may include elements of leverage and,  accordingly,  the
fluctuation  of the  value  of the  derivative  instrument  in  relation  to the
underlying asset may be magnified.  The successful use of derivative instruments
depends upon a variety of factors, particularly the investment 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

<PAGE>

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.)

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

Foreign Securities

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

<PAGE>

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

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


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


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

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

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

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

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.

<PAGE>

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

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

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

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

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

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.

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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

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

Mortgage Dollar Rolls

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

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

Municipal Obligations


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


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

<PAGE>

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.

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.

<PAGE>

Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

Short Sales

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

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

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.

<PAGE>

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

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

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

Structured Products

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

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

Variable- or Floating-Rate Securities

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

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

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

<PAGE>

Warrants

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

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

When-Issued Securities

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

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

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

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

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

<PAGE>

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

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


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


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


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


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

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

<PAGE>

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


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


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

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

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


June 30,        CA        MA      MI         MN          NY            OH
2000         $ 4,658    $ 812    $ 880    $ 2,376     $ 1,796      $ 1,000

1999           1,180      770      790      1,232        ,724          854

1998           1,224      408      420      1,572       2,076          408


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

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

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


                 CA        MA      MI       MN         NY          OH
2000             18%       7%      12%      18%        11%         23%

1999             16        5       20       13          8           5


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.

Class C went  effective June 26, 2000,  and therefore  yield  information is not
available.

Yield is calculated according to the following formula:

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

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

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


                   30-Day Period Ended       Class A           Class B
Fund               June 30, 2000              Yield             Yield
------------------ --------------------------------------- -----------------
California                                      4.69%             4.18%
Massachusetts                                   4.85              4.34
Michigan                                        4.84              4.33
Minnesota                                       5.18              4.69
New York                                        4.56              4.04
Ohio                                            4.87              4.37
------------------ --------------------------------------- -----------------


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:

<PAGE>
<TABLE>
<CAPTION>

                                                     Tax Equivalent Yield
                                            for 30 Day Period Ended June 30, 2000
Marginal
Income Tax
Bracket            California    Massachusetts     Michigan       Minnesota       New York         Ohio
-----------        ----------    -------------     --------       ---------       --------         ----
Class A
<S>                     <C>            <C>             <C>            <C>             <C>          <C>
15.0%                   5.52%          5.71%           5.69%          6.09%           5.36%        5.73%
28.0%                   6.51%          6.74%           6.72%          7.19%           6.33%        6.76%
31.0%                   6.80%          7.03%           7.01%          7.51%           6.61%        7.06%
36.0%                   7.33%          7.58%           7.56%          8.09%           7.13%        7.61%
39.6%                   7.76%          8.03%           8.01%          8.58%           7.55%        8.06%

Class B
15.0%                   4.92%          5.11%           5.09%          5.52%           4.75%        5.14%
28.0%                   5.81%          6.03%           6.01%          6.51%           5.61%        6.07%
31.0%                   6.06%          6.29%           6.28%          6.80%           5.86%        6.33%
36.0%                   6.53%          6.78%           6.77%          7.33%           6.31%        6.83%
39.6%                   6.92%          7.19%           7.17%          7.76%           6.69%        7.24%
</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.  Ibbotson  Associates
provides  historical  returns  of the  capital  markets  in the  United  States,
including common stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term  government bonds, long-term government bonds, Treasury bills,
the U.S.  rate of  inflation  (based  on the CPI) and  combinations  of  various
capital  markets.  The  performance  of these  capital  markets  is based on the
returns of different indexes.  The Fund may use the performance of these capital
markets in order to demonstrate general risk-versus-reward investment scenarios.

The Fund may quote various  measures of volatility in  advertising.  Measures of
volatility  seek to compare a fund's  historical  share  price  fluctuations  or
returns to those of a benchmark.

The Distributor may provide information designed to help individuals  understand
their investment goals and explore various financial  strategies.  Materials may
include  discussions  of  asset  allocation,   retirement  investing,  brokerage
products and services, model portfolios,  saving for college or other goals, and
charitable giving.

<PAGE>

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

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

                                                                                       Net asset value of
                        Net assets                      Shares outstanding             one share
                  ----------------------- ----------- ----------------------- -------- ----------------------
<S>               <C>                     <C>            <C>                  <C>           <C>

California                                divided by                          equals
Class A           $ 213,210,830                          42,411,048                         $ 5.03
Class B              20,549,138                           4,087,812                           5.03
Class C                   2,000                                 398                           5.03

Massachusetts
Class A              59,413,900                          11,624,080                           5.11
Class B              15,623,408                           3,056,810                           5.11
Class C                 302,991                              59,255                           5.11

Michigan
Class A              65,405,885                          12,843,934                           5.09
Class B               5,916,582                           1,161,702                           5.09
Class C                   2,001                                 393                           5.09

Minnesota
Class A             339,798,775                          67,967,249                           5.00
Class B              44,462,341                           8,892,898                           5.00
Class C                   2,000                                 400                           5.00

New York
Class A              85,272,221                          17,327,680                           4.92
Class B              13,463,943                           2,735,880                           4.92
Class C                  69,140                              14,052                           4.92

Ohio
Class A              60,046,253                          11,702,316                           5.13
Class B               6,591,851                           1,284,647                           5.13
Class C                   2,000                                 390                           5.13



</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.


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.

<PAGE>

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

SALES CHARGE


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


Shares of the Fund are sold at the public  offering  price.  The public offering
price is the NAV of one share  adjusted  for the sales  charge  for Class A. For
Class B and Class C, there is no  initial  sales  charge so the public  offering
price is the same as the NAV.  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.


                                         Divided by (1.00 -
                 Net asset               0.0475) for a sales     Public
Fund             value of one share      charge                  offering price
----------       ------------------      ------------------      ---------------
California                5.03           /        0.9525         =        $5.28

Massachusetts             5.11           /        0.9525         =        $5.36

Michigan                  5.09           /        0.9525         =        $5.34

Minnesota                 5.00           /        0.9525         =        $5.25

New York                  4.92           /        0.9525         =        $5.17

Ohio                      5.13           /        0.9525         =        $5.39

Class A - Calculation of the Sales Charge


Sales charges are determined as follows:
                                        Sales charge as a percentage of:
                           -----------------------------------------------------
                                      Public                          Net
Amount of Investment              Offering Price                Amount Invested
--------------------              --------------                ---------------
Up to $50,000                          4.75%                        4.99%
$50,000-$99,999                        4.50                         4.71
$100,000-$249,999                      3.75                         3.90
$250,000-$499,999                      2.50                         2.56
$500,000-$999,999                      2.00*                        2.04*
$1,000,000 or more                     0.00                         0.00
* The sales charge will be waived until Dec. 31, 2000.

<PAGE>

Class A - Reducing the Sales Charge

The market value of your  investments in the Fund determines your sales charges.
For example, suppose you have made an investment that now has a value of $20,000
and you later decide to invest $40,000 more. The value of your investments would
be $60,000. As a result,  your $40,000 investment  qualifies for the lower 4.50%
sales  charge  that  applies  to  investments  of more  than  $50,000  and up to
$100,000.

Class A - Letter of Intent (LOI)

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

SYSTEMATIC INVESTMENT PROGRAMS

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

AUTOMATIC DIRECTED DIVIDENDS


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


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

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

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

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

<PAGE>

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

REJECTION OF BUSINESS

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


To start any of these plans, please 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.

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


For  federal  income tax  purposes,  the  California,  Massachusetts,  Michigan,
Minnesota,  New York and Ohio Tax-Exempt Funds had total capital loss carryovers
of $4,977,862,  $905,650,  $1,746,012,  $5,065,746,  $1,869,499 and  $1,085,039,
respectively,  at the end of the most recent fiscal year,  that if not offset by
subsequent capital gains will expire as follows:

                      2005          2007            2008            2009
                      ----          ----            ----            ----
California                        $ 7,825      $ 1,744,855      $ 3,225,182
Massachusetts                                      764,924          140,726
Michigan                                           778,012          968,000
Minnesota          $ 178,699                     2,785,475        2,101,572
New York           1,215,694                       540,425          113,380
Ohio                 114,642                       319,858          650,539

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


<PAGE>

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

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

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 4.75%,  you pay $47.50 in sales load. With a NAV of
$9.525 per share,  the value of your  investment  is $952.50.  Within 91 days of
purchasing  that fund,  you decide to exchange out of that fund, now at a NAV of
$11.00 per share, up from the original NAV of $9.525, and purchase into a second
fund,  at a NAV of  $15.00  per  share.  The  value  of your  investment  is now
$1,100.00 ($11.00 x 100 shares).  You cannot use the $47.50 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares.  So
instead of having a $100.00  gain  ($1,100.00 -  $1,000.00),  you have a $147.50
gain  ($1,100.00  -  $952.50).  You can  include  the  $47.50  sales load in the
calculation of your tax gain or loss when you sell shares in the second fund.

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

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

Capital gain  distributions,  if any, received by shareholders should be treated
as  long-term  capital  gains  regardless  of how long they owned their  shares.
Short-term  capital gains earned by the Fund are paid to shareholders as part of
their ordinary income dividend and are taxable.

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

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

<PAGE>

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

INVESTMENT MANAGEMENT SERVICES AGREEMENT

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

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

Assets                       Annual rate at
(billions)                   each asset level
---------                    ----------------
First            $ 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  California,
Massachusetts, Michigan, New York, and Ohio and 0.461% for Minnesota. The fee is
calculated  for each  calendar day on the basis of net assets as of the close of
business two business days prior to the day for which the calculation is made.


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


                                                                Fiscal Year
Fund                       2000                1999                 1998
California            $ 1,147,813         $ 1,257,978          $ 1,171,054
Massachusetts             378,587             399,923              358,885
Michigan                  362,275             391,881              379,412
Minnesota               1,900,299           1,994,409            1,872,006
New York                  497,185             543,353              545,320
Ohio                      331,080             357,073              336,754


Under the  agreement,  the Fund  also  pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees;  audit and certain legal
fees;  fidelity bond premiums;  registration  fees for shares;  office expenses;
postage of  confirmations  except  purchase  confirmations;  consultants'  fees;
compensation of board members,  officers and employees;  corporate  filing fees;
organizational   expenses;   expenses   incurred  in  connection   with  lending
securities;  and expenses  properly payable by the Fund,  approved by the board.
Under the  agreement  each  Fund  pays  nonadvisory  expenses,  net of  earnings
credits.  The table below  shows the  expenses  paid over the past three  fiscal
years.


                                                                Fiscal Year
Fund                         2000              1999                 1998
California               $ 34,843           $ 130,650             $ 36,849
Massachusetts              82,036              47,438               46,784
Michigan                   46,986              82,592               59,281
Minnesota                  30,231             194,930               45,166
New York                   51,874              93,581               48,628
Ohio                       37,334             106,275               52,683

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:


<PAGE>


Assets                       Annual rate at
(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 0.038% for Minnesota. The fee is
calculated  for each  calendar day on the basis of net assets as of the close of
business two business days prior to the day for which the  calculation  is made.
The table below shows the expenses paid over the past three fiscal years.


                                             Fiscal Year
                     -----------------------------------------------------------
Fund                        2000               1999               1998
--------               ------------       -------------        -----------
California              $  99,911           $ 110,275           $ 103,284
Massachusetts              32,319              35,242              32,602
Michigan                   30,929              34,586              34,433
Minnesota                 168,270             176,098             160,057
New York                   42,685              47,870              48,804
Ohio                       28,151              30,748              31,132


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 C is
$20 per  year.  The fees  paid to AECSC  may be  changed  by the  board  without
shareholder approval.

Distribution Agreement

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

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

<PAGE>
<TABLE>
<CAPTION>


Year                  California   Massachusetts   Michigan      Minnesota      New York        Ohio
--------------       -----------   ------------- ----------     ----------     ---------    ---------
<S>      <C>         <C>           <C>           <C>            <C>            <C>          <C>
2000     (1)         $ 374,648     $ 225,675     $ 177,885      $ 727,927      $ 182,604    $ 143,404

         (2)            65,800        31,724        52,392        107,988         27,566       50,777

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)
</TABLE>


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

PLAN AND AGREEMENT OF DISTRIBUTION

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

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

<PAGE>


The following fees were paid for under the Plan:
<TABLE>
<CAPTION>

                   Fees paid as of the       Fees paid as of the      Fees paid as of the
                   most recent fiscal        most recent fiscal       most recent fiscal year
                   year for Class A shares   year for Class B shares  for Class C shares
<S>                    <C>                      <C>                      <C>
California             $ 559,529                $ 205,607                $ - 0 -
Massachusetts            160,728                  162,458                   17
Michigan                 176,495                   64,804                  - 0 -
Minnesota                919,938                  449,929                  - 0 -
New York                 230,877                  134,320                  - 0 -
Ohio                     158,584                   70,074                  - 0 -
</TABLE>


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

Custodian Agreement

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

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

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

SHARES

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

VOTING RIGHTS

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

Dividend Rights

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

<PAGE>

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 $100  billion  for the  American
Express  Funds,  AEFC  manages  investments  for  itself  and its  subsidiaries,
American  Express  Certificate  Company and IDS Life  Insurance  Company.  Total
assets  owned or managed as of the end of the most recent  fiscal year were more
than $252.1 billion.

The Distributor serves individuals and businesses through its nationwide network
of more than 600  supervisory  offices,  more than 3,800 branch offices and more
than 9,700 financial advisors.


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

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

*    At the  shareholders  meeting  held on June 16, 1999,  shareholders  of the
     existing funds (except for AXP Small Cap Advantage  Fund) approved the name
     change  from IDS to AXP.  In  addition  to  substituting  AXP for IDS,  the
     following  series changed their names:  IDS Growth Fund, Inc. to AXP Growth
     Series,  Inc., IDS Managed  Retirement  Fund,  Inc. to AXP Managed  Series,
     Inc.,  IDS  Strategy  Fund,  Inc. to AXP  Strategy  Series,  Inc.,  and IDS
     Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.
**   At the  shareholders  meeting  held on Nov. 9, 1994,  IDS Equity Plus Fund,
     Inc. changed its name to IDS Equity Select Fund, Inc. At that same time IDS
     Strategy Aggressive Equity Fund changed its name to IDS Strategy Aggressive
     Fund,  and IDS  Strategy  Equity Fund  changed its name to IDS Equity Value
     Fund.
***  Date merged into a Minnesota corporation incorporated on 4/7/86.
**** Under  Massachusetts  law,  shareholders  of a business  trust  may,  under
     certain  circumstances,  be held  personally  liable  as  partners  for its
     obligations. However, the risk of a shareholder incurring financial loss on
     account of shareholder  liability is limited to  circumstances in which the
     trust itself is unable to meet its obligations.

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

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


The following is a list of the Fund's board members.  They serve 15 Master Trust
portfolios and 63 American Express mutual funds.


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

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

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

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

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

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

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


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


<PAGE>

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

President, chief executive officer and director of AEFC.

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

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

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

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

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

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

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

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

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

Senior vice president of AEFC. President of the Fund.

<PAGE>

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

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

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

Officers who also are officers and employees of AEFC:

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

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

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

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

<PAGE>

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


During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 25 meetings, received the following compensation:
<TABLE>
<CAPTION>
                                    Compensation Table
                              AXP California Tax-Exempt Fund


                                                                  Total cash compensation from
                               Aggregate                          American Express Funds and
Board member                   compensation from the Fund         Preferred Master Trust Group
----------------               ---------------------------------  ---------------------------------
<S>                                       <C>                        <C>

H. Brewster Atwater, Jr.                  $ 1,150                    $ 116,700
Lynne V. Cheney                             1,154                      119,150
Heinz F. Hutter                             1,050                      110,625
Anne P. Jones                               1,004                      109,700
William R. Pearce                             950                      103,625
Alan K. Simpson                             1,004                      109,400
C. Angus Wurtele                            1,133                      115,475


                                    Compensation Table
                            AXP Massachusetts Tax-Exempt Fund


                                                                  Total cash compensation from
                               Aggregate                          American Express Funds and
Board member                   compensation from the Fund         Preferred Master Trust Group
----------------               ---------------------------------  ---------------------------------
H. Brewster Atwater, Jr.                  $ 1,150                    $ 116,700
Lynne V. Cheney                             1,154                      119,150
Heinz F. Hutter                             1,050                      110,625
Anne P. Jones                               1,004                      109,700
William R. Pearce                             950                      103,625
Alan K. Simpson                             1,004                      109,400
C. Angus Wurtele                            1,133                      115,475


                                    Compensation Table
                               AXP Michigan Tax-Exempt Fund


                                                                  Total cash compensation from
                               Aggregate                          American Express Funds and
Board member                   compensation from the Fund         Preferred Master Trust Group
----------------               ---------------------------------  ---------------------------------
H. Brewster Atwater, Jr.                  $ 1,150                    $ 116,700
Lynne V. Cheney                             1,154                      119,150
Heinz F. Hutter                             1,050                      110,625
Anne P. Jones                               1,004                      109,700
William R. Pearce                             950                      103,625
Alan K. Simpson                             1,004                      109,400
C. Angus Wurtele                            1,133                      115,475


                                    Compensation Table
                              AXP Minnesota Tax-Exempt Fund


                                                                  Total cash compensation from
                               Aggregate                          American Express Funds and
Board member                   compensation from the Fund         Preferred Master Trust Group
----------------               ---------------------------------  ---------------------------------
H. Brewster Atwater, Jr.                  $ 1,225                    $ 116,700
Lynne V. Cheney                             1,233                      119,150
Heinz F. Hutter                             1,125                      110,625
Anne P. Jones                               1,083                      109,700
William R. Pearce                           1,025                      103,625
Alan K. Simpson                             1,083                      109,400
C. Angus Wurtele                            1,208                      115,475


<PAGE>

                                    Compensation Table
                               AXP New York Tax-Exempt Fund


                                                                  Total cash compensation from
                               Aggregate                          American Express Funds and
Board member                   compensation from the Fund         Preferred Master Trust Group
----------------               ---------------------------------  ---------------------------------
H. Brewster Atwater, Jr.                  $ 1,150                    $ 116,700
Lynne V. Cheney                             1,154                      119,150
Heinz F. Hutter                             1,050                      110,625
Anne P. Jones                               1,004                      109,700
William R. Pearce                             950                      103,625
Alan K. Simpson                             1,004                      109,400
C. Angus Wurtele                            1,133                      115,475


                                    Compensation Table
                                 AXP Ohio Tax-Exempt Fund


                                                                  Total cash compensation from
                               Aggregate                          American Express Funds and
Board member                   compensation from the Fund         Preferred Master Trust Group
----------------               ---------------------------------  ---------------------------------
H. Brewster Atwater, Jr.                  $ 1,150                    $ 116,700
Lynne V. Cheney                             1,154                      119,150
Heinz F. Hutter                             1,050                      110,625
Anne P. Jones                               1,004                      109,700
William R. Pearce                             950                      103,625
Alan K. Simpson                             1,004                      109,400
C. Angus Wurtele                            1,133                      115,475
</TABLE>


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


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

As of 30 days prior to the date of this SAI,  De Cola D Miller held 5.81% of AXP
Ohio Tax-Exempt Fund shares.


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

The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG LLP,  4200 Wells Fargo  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.

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.

<PAGE>

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

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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

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

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.

<PAGE>

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

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

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

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

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

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

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

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

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

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

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

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

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

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

                         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.

<PAGE>

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.

                                 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.

<PAGE>

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  economy continued to evidence growth in 1999. Taxable sales posted
the largest annual gain in 15 years, up 9.3 percent over 1998, and  construction
and real estate activity remained strong.  The state's year to date General Fund
revenues for April 2000 were $2.477 billion higher than forecasted,  an increase
of 5.7 percent.  The increase is attributed to increases in personal  income tax
revenues and the continued growth in withholding.  Per capita personal income in
California rose 5.5 percent in 1999.

California  is  participating  in the  nation's  economic  growth.  The  state's
unemployment  rate was 4.8  percent in November  1999.  That rate was the lowest
ever recorded under the  computation  used since January 1970. For May 2000, the
seasonally adjusted  unemployment rate was 5.0 percent. The gap between the U.S.
and California jobless rates, which reached a peak of almost 3 percentage points
in 1994, declined to 0.7 percent in January 2000. For the third consecutive year
California's  population increased by over half a million persons, a 1.7 percent
increase.

The state has the largest  concentration of high-technology  industries and jobs
anywhere in the world.  While  high-tech  manufacturing  has suffered  from weak
overseas  demand,  gains in computer  services  mainly software and the Internet
made up the slack. In the year ended June 1999, the computer segment of business
services in the state grew at an annual pace of 16.1 percent.

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,
2000 general debt  obligations were rated Aa3 by Moody's and AA- by Standard and
Poor's.


<PAGE>

Certain California constitutional  amendments,  legislative measures,  executive
orders,  civil actions and voter  initiatives could adversely affect the ability
of issuers of  California  State and municipal  securities to obtain  sufficient
revenue  to pay their bond  obligations.  Prior to 1977,  revenues  of the state
government experienced significant growth primarily as a result of inflation and
continuous  expansion of the tax base of the state. In 1978,  California  voters
approved an amendment to the California  constitution  known as Proposition  13,
which added  Article XIIIA to the state  Constitution.  Article XIIIA reduced ad
valorem (according to value) taxes on real property,  and restricted the ability
of taxing entities to increase real property tax revenues. In addition,  Article
XIIIA  provides  that  additional  taxes may be levied by cities,  counties  and
special  districts only upon approval of not less than a two-thirds  vote of the
"qualified  electors"  of such  district and requires not less than a two-thirds
vote of each of the two houses of the state  legislature to enact any changes in
state taxes for purposes of increasing  revenues,  whether by increased  rate or
changes in methods of computation.


In 1986,  Proposition 62, an initiative  statute  enacted in California,  placed
further  limits on the ability of local  governments to levy taxes other than ad
valorem  property  taxes,  except  with  voter  approval.   Legislation  enacted
subsequent to the addition of 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 to help  California  municipal  issuers raise revenues to pay their
bond obligations.

Primarily as a result of the  reductions  in 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  rates for the  effects of
inflation),  the  elimination  of certain  inheritance  and gift taxes,  and the
increase of exemption levels for certain other taxes had 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 existing or legally authorized as of January 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>


On November 5, 1996,  California  voters  approved  Proposition  218 which added
Articles  XIIIC  and  XIIID  to  the  California   Constitution.   Certain  vote
requirements  and other  limitations were instituted on the imposition of new or
increased and in some cases existing  taxes,  assessments  and  property-related
fees and charges.  Proposition 218 extended the initiative  power to include the
reduction  or repeal of any local  taxes,  assessments,  fees and  charges.  The
extension of this  initiative  power is not limited to taxes imposed on or after
the  effective  date of  Proposition  218.  Retroactive  repeal or  reduction in
existing taxes,  assessments,  fees or charges in a particular California entity
are  possible  and could  result in the  financial  condition  of that entity be
adversely impacted.  Rating downgrades and/or defaults could occur. In addition,
the voter  approval  requirement  reduces  the  financial  flexibility  of local
governments  to deal with fiscal  problems  by limiting  the ability to increase
taxes,  assessments,  fees and charges.  In some cases, this loss of flexibility
has been cited as the reason for certain rating downgrades. No assurances can be
given  that  California  entities  will be able to raise  taxes  to meet  future
spending  requirements.  Additionally,  at this time it is not clear how a court
will interpret Proposition 218.

Because of the complex nature of Articles  XIIIA,  XIIIB,  XIIIC and XIIID,  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 these Articles 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.  Articles XIIIA, XIIIB, XIIIC and XIIID
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 any of these Articles 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.  In 1999,
Massachusetts  had the second  fastest growth in the nation in per capita income
at 6.7 per cent,  exceeding the national  average of 5.8 per cent. The growth in
personal  income  was  mainly  attributable  to net  earnings  in the  services,
construction,  finance,  insurance  and real  estate  sectors.  Personal  income
per-capita ranks third highest in the United States. 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.  On June 30, 2000
general  debt  obligations  were rated Aa2 by Moody's  and AA- by  Standard  and
Poor's.

In May 2000, 15 of  Massachusetts'  21 Labor Market Areas (LMAs)  recorded their
lowest seasonally  unadjusted  unemployment rates since the current series began
in 1990.  Statewide the unemployment rate dropped from 2.8 percent in April 2000
to 2.5  percent  in May in  contrast  to May 1999  when  the  rate  stood at 3.2
percent.  Massachusetts  has  been  below  the  U.S.  unemployment  rate  for 63
consecutive  months and has expanded the gap to 1.6 percentage  points below the
national  rate.  Additionally,  since May  1999,  the  number  of  Massachusetts
unemployed  residents declined by 21,500 persons (20.4 percent) while the number
who are working has increased by 40,000 persons or and increase of 1.3 percent.

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  possibility  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.


<PAGE>

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.

The reductions in local revenues and reductions in local  personnel and services
resulting from  Proposition 2 1/2 created a 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 1999  marked  another  successful  year for  Michigan.  The economy
continues to prosper and the state's  fiscal  health  remains  strong.  In March
2000,  five new tax cuts were signed into law that are expected to save Michigan
tax payers $167.4  million in fiscal 2000 and $94.9 million in fiscal year 2001.
For fiscal year 1999, the General Fund reported an "unreserved"  fund balance of
$189.2 million before it was transferred to the Budget  Stabilization  Fund. The
balance in the Budget Stabilization Fund is $1.2 billion,  which continues to be
one of the largest rainy day funds in the nation.

In 1999,  more men and women had jobs than at any time in the  state's  history.
Michigan's  average  unemployment  rate of 3.7 per cent for 1999 was better then
the national average rate of 4.2 per cent. And the unemployment rate in February
2000 reached a new record low of 2.7 per cent,  the lowest ever  recorded in the
state.  In 1999,  Standard & Poor's,  Moody's,  and Fitch IBCA,  the three major
credit  rating  agencies,  rated  the  state's  credit  at  AA+,  Aa1  and  AA+,
respectively, the highest ratings in over 20 years.

Michigan's low debt position has 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.  The  manufacturing
sector  has  benefited  from   significant   private   investment  and  improved
international competitiveness.  The current low interest rate environment should
continue to help strengthen business investment.



FACTORS AFFECTING MINNESOTA


Minnesota's  economic health is lead by average unemployment rate of 2.7 percent
through May 2000.  Employers  were generally able to find enough workers to fill
available jobs in spite of continued tight labor market  conditions.  Per-capita
income was above the national average as Minnesotans  worked more hours and held
multiple jobs with higher and growing labor force participation.


<PAGE>


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 three  years.  This ratio is a measure of the overall size
of Minnesota's state and local government and its relative cost to taxpayers. In
1999, 17.1% of all state personal income went to state and local government.  In
2000,  2.4 million  Minnesota  taxpayers  will share in a $635 million 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, 2000 general debt obligations
were rated Aaa by Moody's and AAA by Standard and Poor's .

Net general fund revenues totaled $1.857 billion for February and March of 2000,
$84  million  (4.7  percent)  more then  forecast.  In April  2000,  fiscal year
receipts have reached $8.712 billion.  Variances in the corporate income tax and
other revenues were the source of nearly all additional  revenue.  Receipts from
the state's two largest revenue sources, the individual income tax and the sales
tax, each exceeded the forecast by less than one percent,  and receipts from the
motor vehicle  sales tax were $2 million  below the forecast.  Through the first
three  quarters  of fiscal  2000,  state  revenues,  other  than  those from the
settlement  of the state's  litigation  against the  tobacco  industry,  are 4.6
percent above the levels received during the first nine months of fiscal 1999.

Economic  weakness  has, in the past,  tested  Minnesota's  historically  strong
financial  management.  The rainy day fund established in the mid-1980s  totaled
$550 million in fiscal 1990.  To address  budget gaps in 1991 and the  1992-1993
biennium,  the  reserve  was  drawn  down to $240  million  by  June  30,  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 1990s has been fairly steady. New York experienced a
drop in the unemployment rate from 5.2 percent in May 1999 to 4.6 percent in May
2000.  Per  capita  income  growth  grew 5.7  percent in 1999 and New York ranks
fourth  nationally.  The state's 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.

New York State closed the 1999-2000  fiscal year with an available  cash surplus
of approximately $1.5 billion. The surplus reflected a combination of successful
controls on spending,  a continued  strengthening of the economy and significant
growth in income tax receipts.  Governor  Pataki directed the Division of Budget
to make the  maximum  year-end  deposit  of $74  million  into the  State's  Tax
Stabilization  Reserve Fund (the "Rainy Day" Fund),  which has increased in size
to $547  million,  the  highest  level in New York's  history.  On June 30, 2000
general debt obligations were rated A2 by Moody's and A+ by Standard and Poor's.


<PAGE>

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


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


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 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.  Lawsuits  based on deaths and injuries
resulting from transit system  accidents 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 make it impossible for the
state 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.


<PAGE>

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.


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

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

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


Other  Municipalities  Municipalities  and  school  districts  have  engaged  in
substantial  short-term  and  long-term  borrowings.   Certain  localities  have
experienced  financial  problems in the past and have required  additional State
assistance.  Requests of this kind could occur again in the future,  which could
impact the State's financial  position.  The State has some oversight  authority
over some of these localities.  State law requires the Comptroller to review and
make  recommendations  concerning  the budgets of those local  government  units
other  than New York  City  authorized  by State  law to issue  debt to  finance
deficits during the period that such deficit financing is outstanding.


<PAGE>


The financial  problems being  experienced by the State's  smaller urban centers
could place additional strains upon the State's financial condition. In December
1995,  in  reaction  to  continuing  financial  problems,   the  Troy  Municipal
Assistance Corp., created in 1995, imposed a 1996 budget plan on Troy, New York.
A  similar  municipal  assistance  corporation  has also  been  established  for
Newburgh,  and is  expected to remain in  existence  until  2004.  In  addition,
several other New York cities, including Utica, Rome, Schenectady,  Syracuse and
Niagara Falls have faced budget deficits, as federal and state aid and local tax
revenues have declined while government expenses have increased.

Nassau County ("Nassau") has experienced budgetary difficulties in recent years.
Pending  legislative  approval  from  Nassau,  a proposed  plan would create the
Nassau  Interim  Finance  Authority  (NIFA).  NIFA  would  serve as a  temporary
financing mechanism which would aid Nassau in restructuring its excessive amount
of  outstanding   debt,  as  well  as  provide  an  estimated  $100  million  of
transitional aid from the State over a 5-year period.  However, state assistance
is contingent on Nassau officials implementing budget balancing actions to close
its  current  budget  gap,  as  well as the  adoption  of a  balanced  four-year
financial plan during 2000. The County's financial difficulties have contributed
to several  downgrades  to its general  obligation  debt.  On February 17, 2000,
Moody's  downgraded  the County's  general  obligation  bonds to Baa2 from Baa3,
citing the County's ongoing budgetary  concerns.  Moody's also placed a negative
outlook on Nassau's  debt  obligations.  In  addition,  Standard  and Poor's has
placed the County's general  obligation bond rating on negative  creditwatch and
has stated that the County's  failure to resolve its current  budget gap and the
lack of a long-term  financial plan that  addresses the County's  ongoing fiscal
troubles will likely result in a downgrade, possible to below investment grade.

Certain proposed Federal  expenditure  reductions could reduce, or in some cases
eliminate,  Federal funding of some local programs and accordingly  might impose
substantial  increased  expenditure   requirements  on  affected  localities  to
increase local revenues to sustain those expenditures.


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 with
employment  trends  that  mirror  the  nation.   Overall  job  growth  has  been
concentrated in construction and services.  Ohio's March 2000  unemployment rate
was at 3.9 percent  which was 6.2  percent  lower than March 1999 and lower than
the March 2000  national  rate of 4.1 percent.  The  composite  index of leading
economic indicators for Ohio increased 0.4 percent to 116.0 in March 2000, a 1.1
percent increase over last year. Initial claims for unemployment  insurance have
declined 10 percent for fiscal year 2000.  Ohio's economy  created  178,000 jobs
from April 1999 to April 2000.  On June 30, 2000 general debt  obligations  were
rated Aa1 by Moody's and AA+ by Standard and Poor's.

Ohio  continues  to be among the most  important  contributors  to the  national
manufacturing  sector.  Ohio's  manufacturing  sector employs 1.1 million people
ranking Ohio second in the nation.  Ohio's gross state product was approximately
$362 billion in 1999, making Ohio the seventh largest state economy. The state's
factories lead the nation in the  manufacture of steel,  rubber and plastics and
fabricated  materials.  Even with the proportional  decline of the manufacturing
sector over the past two decades,  its dominance  still makes Ohio vulnerable to
recession.

As with other states,  Ohio has experienced  economic weakness during periods of
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


<PAGE>

continued a trend of  vulnerability  to  economic  cycles.  Spending  reductions
coupled with tax increases were  implemented as a method of maintaining  control
during  recessionary  periods.  Ohio may face similar scenarios in future years.
However,  the  effects of  economic  cycles  should be less  severe  because the
state's  economic base is more  diversified than it has been in the two previous
decades. Constitutional and statutory provisions require the state to close each
fiscal year with a positive  general fund balance,  in  conjunction  with Ohio's
advantageous   current   budgetary   practice   should  help  future   financial
performance.

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

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


A number of local Ohio communities and school  districts have faced  significant
financial  problems.  The state has established  procedures for municipal fiscal
emergencies,  under which joint state and local  commissions  are established to
monitor  the  fiscal  affairs of a  financially  troubled  municipality  and 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 1999
in spite of an extraordinary natural event. In September 1998, hurricane Georges
hit the island significantly  affecting the island's infrastructure and damaging
the  economy.  However,  several  factors  contributed  to Puerto  Rico's  rapid
recuperation.  Massive amounts of Federal and local aid, the continuous economic
growth in the United States, the dynamic vitality of the construction  industry,
growth of tourist  activity  and low  interest  rates all caused  Puerto  Rico's
economy to grow 4.2 percent during fiscal year 1999.


<PAGE>


The unemployment rate in 1999 decreased to 12.5 percent from 13.6 percent in the
previous year. The employment rise of 9,300 new jobs in 1999 in conjunction with
the decrease of 0.5 percent in the labor force  contributed  to the decrease.  A
significant  portion of these new jobs came from the effort to repair the island
after  hurricane  Georges.   For  the  fourth  consecutive  year,   construction
investment,  private as well as public, boosted the economy,  registering a 19.9
percent increase in real terms in fiscal year 1999.


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 remains  centered  around tax
advantages offered to U.S. manufacturing firms. Legislation or other action that
would  eliminate  or reduce  such tax  incentives  might  give rise to  economic
instability and volatility in the market for the securities.

<PAGE>


                      AXPSM SPECIAL TAX-EXEMPT SERIES TRUST

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                    AXPSM INSURED TAX-EXEMPT FUND (the Fund)


                                  Aug. 29, 2000

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


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

<PAGE>

                                TABLE OF CONTENTS



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

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

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

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

Security Transactions....................................................p.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.37

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

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

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

Organizational Information...............................................p.41

Board Members and Officers...............................................p.44

Compensation for Board Members...........................................p.46

Independent Auditors.....................................................p.47

Appendix A:  Description of Ratings......................................p.48

Appendix B:  Insured Fund................................................p.53


<PAGE>

MUTUAL FUND CHECKLIST

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

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

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

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

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

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

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

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

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

Dollar-Cost Averaging

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

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

<PAGE>

Dollar-cost averaging:
___________________________________________________
   Regular           Market Price        Shares
  Investment          of a Share        Acquired
___________________________________________________
    $100               $6.00              16.7
     100                4.00              25.0
     100                4.00              25.0
     100                6.00              16.7
     100                5.00              20.0
   _______            ________           ________
    $500              $25.00             103.4

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

Diversify

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

Understand Your Investment

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

<PAGE>

FUNDAMENTAL INVESTMENT POLICIES

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS

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

Investment strategies & types of investments:            Allowable for the Fund?
-------------------------------------------------------- -----------------------
Agency and Government Securities                                    yes
-------------------------------------------------------- -----------------------
Borrowing                                                           yes
-------------------------------------------------------- -----------------------
Cash/Money Market Instruments                                       yes
-------------------------------------------------------- -----------------------
Collateralized Bond Obligations                                     yes
-------------------------------------------------------- -----------------------
Commercial Paper                                                    yes
-------------------------------------------------------- -----------------------
Common Stock                                                        no
-------------------------------------------------------- -----------------------
Convertible Securities                                              yes
-------------------------------------------------------- -----------------------
Corporate Bonds                                                     yes
-------------------------------------------------------- -----------------------
Debt Obligations                                                    yes
-------------------------------------------------------- -----------------------
Depositary Receipts                                                 no
-------------------------------------------------------- -----------------------
Derivative Instruments                                              yes
-------------------------------------------------------- -----------------------
Foreign Currency Transactions                                       no
-------------------------------------------------------- -----------------------
Foreign Securities                                                  yes
-------------------------------------------------------- -----------------------
High-Yield (High-Risk) Securities (Junk Bonds)                      yes
-------------------------------------------------------- -----------------------
Illiquid and Restricted Securities                                  yes
-------------------------------------------------------- -----------------------
Indexed Securities                                                  yes
-------------------------------------------------------- -----------------------
Inverse Floaters                                                    yes
-------------------------------------------------------- -----------------------
Investment Companies                                                no
-------------------------------------------------------- -----------------------
Lending of Portfolio Securities                                     yes
-------------------------------------------------------- -----------------------
Loan Participations                                                 yes
-------------------------------------------------------- -----------------------
Mortgage- and Asset-Backed Securities                               yes
-------------------------------------------------------- -----------------------
Mortgage Dollar Rolls                                               yes
-------------------------------------------------------- -----------------------
Municipal Obligations                                               yes
-------------------------------------------------------- -----------------------
Preferred Stock                                                     yes
-------------------------------------------------------- -----------------------
Real Estate Investment Trusts                                       yes
-------------------------------------------------------- -----------------------
Repurchase Agreements                                               yes
-------------------------------------------------------- -----------------------
Reverse Repurchase Agreements                                       yes
-------------------------------------------------------- -----------------------
Short Sales                                                         no
-------------------------------------------------------- -----------------------
Sovereign Debt                                                      yes
-------------------------------------------------------- -----------------------
Structured Products                                                 yes
-------------------------------------------------------- -----------------------
Variable- or Floating-Rate Securities                               yes
-------------------------------------------------------- -----------------------
Warrants                                                            yes
-------------------------------------------------------- -----------------------
When-Issued Securities                                              yes
-------------------------------------------------------- -----------------------
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities                yes
-------------------------------------------------------- -----------------------

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


For a  description  of ratings see Appendix A. For a discussion on Insured Fund,
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  relationship  between  markets.  Certain  investments  may react more
negatively than others in response to changing market conditions.

Credit Risk

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

Event Risk

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

Foreign/Emerging Markets Risk

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

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

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

<PAGE>

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

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

Inflation Risk

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

Interest Rate Risk


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


Issuer Risk

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

Legal/Legislative Risk

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

Leverage Risk

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

Liquidity Risk

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

Management Risk

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

<PAGE>

Market Risk

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

Reinvestment Risk


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


Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>
INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

See the appendix for a discussion of securities ratings.

<PAGE>

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

Collateralized Bond Obligations

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

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

Commercial Paper

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

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

Common Stock

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

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

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

<PAGE>

Convertible Securities

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

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

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

Corporate Bonds

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

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

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

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.

<PAGE>

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

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

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

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

See the appendix for a discussion of securities ratings.

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

Depositary Receipts

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

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

Derivative Instruments

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

<PAGE>

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

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

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

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

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

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

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.

<PAGE>

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


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


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

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

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

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

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

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

<PAGE>

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

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

         Other Risks of Derivatives.

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

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

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

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

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

(See also Foreign Currency Transactions.)

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

<PAGE>

Foreign Currency Transactions

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

(See also Derivative Instruments and Foreign Securities.)

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

Foreign Securities

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.

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

Illiquid and Restricted Securities

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

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

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

Indexed Securities

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

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

Inverse Floaters

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

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

<PAGE>

Investment Companies

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

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

Lending of Portfolio Securities

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

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

Loan Participations

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

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

Mortgage- and Asset-Backed Securities

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

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

<PAGE>

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

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

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

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

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

Mortgage Dollar Rolls

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

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

<PAGE>

Municipal Obligations

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

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

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

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

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

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

<PAGE>

Preferred Stock

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

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

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

Real Estate Investment Trusts

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

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

Repurchase Agreements

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

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

Reverse Repurchase Agreements

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

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

<PAGE>

Short Sales

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

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

Sovereign Debt

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

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

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

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

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

Structured Products

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

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

<PAGE>

Variable- or Floating-Rate Securities

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

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

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

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

Warrants

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

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

When-Issued Securities


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


<PAGE>

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

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

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

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

<PAGE>

SECURITY TRANSACTIONS

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


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


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


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


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

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

<PAGE>

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


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


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


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

The Fund paid total  brokerage  commissions of $1,960 for fiscal year ended June
30,  2000,  $2,178 for  fiscal  year  1999,  and  $7,740  for fiscal  year 1998.
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 9% in the most recent fiscal year,  and 13% in
the year before.


BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION


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

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


<PAGE>

PERFORMANCE INFORMATION

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

AVERAGE ANNUAL TOTAL RETURN

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

                                  P(1+T)n = ERV

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

AGGREGATE TOTAL RETURN

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

                                     ERV - P
                                        P

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

Annualized yield

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


Class C went effective June 26, 2000 and,  therefore,  yield  information is not
available.


Yield is calculated according to the following formula:

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


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

The Fund's  annualized yield was 4.51% for Class A, 3.99% for Class B, and 4.91%
for Class Y for the 30-day period ended June 30, 2000.


<PAGE>

Distribution yield

Class C went effective June 26, 2000 and,  therefore,  yield  information is not
available.

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  4.90% for Class A,  4.40% for Class B, and
5.35% for Class Y for the 30-day period ended June 30, 2000.


Tax-equivalent yield

Tax-equivalent  yield is  calculated  by dividing  that portion of the yield (as
calculated  above) which is tax-exempt by one minus a stated income tax rate and
adding the result to that portion,  if any, of the yield that is not tax-exempt.
The following table shows the fund's tax equivalent yield,  based on federal but
not state tax rates, for the 30-day period ended June 30, 2000.


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

Marginal
Income Tax                   Tax-Equivalent Yield
Bracket                          Distribution                       Annualized
__________                   ____________________                   __________
Class A
15.0%                               5.76%                              5.31%
28.0%                               6.81%                              6.26%
31.0%                               7.10%                              6.54%
36.0%                               7.66%                              7.05%
39.6%                               8.11%                              7.47%

Class B
15.0%                               5.18%                              4.69%
28.0%                               6.11%                              5.54%
31.0%                               6.38%                              5.78%
36.0%                               6.88%                              6.23%
39.6%                               7.28%                              6.61%

Class Y
15.0%                               6.29%                              5.78%
28.0%                               7.43%                              6.82%
31.0%                               7.75%                              7.12%
36.0%                               8.36%                              7.67%
39.6%                               8.86%                              8.13%


<PAGE>

In its sales material and other  communications,  the Fund may quote, compare or
refer to rankings,  yields,  or returns as published by independent  statistical
services or publishers and  publications  such as The Bank Rate Monitor National
Index, Barron's,  Business Week, CDA Technologies,  Donoghue's Money Market Fund
Report,  Financial  Services Week,  Financial Times,  Financial  World,  Forbes,
Fortune,  Global Investor,  Institutional  Investor,  Investor's Business Daily,
Kiplinger's Personal Finance,  Lipper Analytical Services,  Money,  Morningstar,
Mutual  Fund  Forecaster,  Newsweek,  The New  York  Times,  Personal  Investor,
Shearson Lehman Aggregate Bond Index,  Stanger Report,  Sylvia Porter's Personal
Finance,  USA Today,  U.S. News and World Report,  The Wall Street Journal,  and
Wiesenberger  Investment  Companies  Service.  The  Fund  also may  compare  its
performance to a wide variety of indexes or averages. There are similarities and
differences  between  the  investments  that  the  Fund  may  purchase  and  the
investments  measured  by the  indexes or averages  and the  composition  of the
indexes or averages will differ from that of the Fund.

Ibbotson  Associates  provides  historical returns of the capital markets in the
United States,  including common stocks, small capitalization stocks,  long-term
corporate bonds, intermediate-term government bonds, long-term government bonds,
Treasury bills,  the U.S. rate of inflation  (based on the CPI) and combinations
of various capital markets. The performance of these capital markets is based on
the returns of  different  indexes.  The Fund may use the  performance  of these
capital markets in order to demonstrate  general  risk-versus-reward  investment
scenarios.

The Fund may quote various  measures of volatility in  advertising.  Measures of
volatility  seek to compare a fund's  historical  share  price  fluctuations  or
returns to those of a benchmark.

The Distributor may provide information designed to help individuals  understand
their investment goals and explore various financial  strategies.  Materials may
include  discussions  of  asset  allocation,   retirement  investing,  brokerage
products and services, model portfolios,  saving for college or other goals, and
charitable giving.

VALUING FUND SHARES


As of the end of the most recent fiscal year, the computation looked like this:

            Net assets                  Shares                 Net asset value
                                      outstanding               of one share
          ____________   __________   ___________   _________  ________________
Class A   $371,240,217   divided by    70,363,101    equals        $5.28
Class B     50,560,066                  9,582,582                   5.28
Class C          2,001                        379                   5.28
Class Y          1,290                        245                   5.27


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

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

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

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

<PAGE>

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

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

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


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


o    Securities  without a readily  available  market price and other assets are
     valued at fair value as determined in good faith by the board. The board is
     responsible  for  selecting  methods it believes  provide fair value.  When
     possible,  bonds are valued by a pricing service independent from the Fund.
     If a valuation of a bond is not available from a pricing service,  the bond
     will be valued by a dealer knowledgeable about the bond if such a dealer is
     available.

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

Investors  should  understand that the purpose and function of the initial sales
charge and  distribution  fee for Class A shares is the same as the  purpose and
function of the CDSC and  distribution  fee for Class B and Class C shares.  The
sales  charges  and  distribution  fees  applicable  to each  class  pay for the
distribution of shares of the Fund.

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,  Class C and Class Y, there is no  initial  sales  charge so the public
offering  price is the same as the NAV.  Using the sales charge  schedule in the
table below,  for Class A, the public  offering  price for an investment of less
than  $50,000,  made  on the  last  day of the  most  recent  fiscal  year,  was
determined by dividing the NAV of one share, $5.28, by 0.9525  (1.00-0.0475) for
a maximum  4.75% sales charge for a public  offering  price of $5.54.  The sales
charge is paid to the Distributor by the person buying the shares.


<PAGE>

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:

                                       Sales  charge  as  a percentage of :
                                  _____________________________________________
                                      Public                          Net
Amount of Investment              Offering Price                Amount Invested
____________________              ______________                _______________
Up to $50,000                          4.75%                        4.99%
$50,000 - $99,999                      4.50                         4.71
$100,000 - $249,999                    3.75                         3.90
$250,000 - $499,999                    2.50                         2.56
$500,000 - $999,999                    2.00*                        2.04*
$1,000,000 or more                     0.00                         0.00

*The sales charge will be waived until Dec. 31, 2000.

The initial sales charge is waived for certain qualified plans.  Participants in
these  qualified  plans may be  subject to a  deferred  sales  charge on certain
redemptions.   The  Fund  will  waive  the  deferred  sales  charge  on  certain
redemptions if the redemption is a result of a participant's death,  disability,
retirement,  attaining age 59 1/2, loans, or hardship withdrawals.  The deferred
sales charge  varies  depending on the number of  participants  in the qualified
plan and total plan assets as follows:

Deferred Sales Charge

                                          Number of Participants

Total Plan Assets                        1-99          100 or more
____________________                    _______       _____________
Less than $1 million                      4%                0%
$1 million or more                        0%                0%


Class A - Reducing the Sales Charge

The market value of your  investments in the Fund  determines your sales charge.
For example, suppose you have made an investment that now has a value of $20,000
and you later decide to invest $40,000 more. The value of your investments would
be $60,000. As a result,  your $40,000 investment  qualifies for the lower 4.50%
sales  charge  that  applies  to  investments  of more  than  $50,000  and up to
$100,000.

Class A - Letter of Intent (LOI)

If you intend to invest more than $50,000 over a period of time,  you can reduce
the sales charge in Class A by filing a LOI and  committing  to invest a certain
amount.  The  agreement  can start at any time and will  remain in effect for 13
months. The LOI start date can be backdated by 90 days. Your investments will be
charged  the sales  charge  that  applies to the amount  you have  committed  to
invest.  Five percent of the commitment amount will be placed in escrow. If your
commitment  amount is reached  within the  13-month  period,  the shares will be
released from escrow.  If you do not invest the commitment  amount by the end of
the 13 months,  the  remaining  unpaid  sales  charge will be redeemed  from the
escrowed shares and the remaining  balance released from escrow.  The commitment
amount does not include  purchases in any class of American  Express funds other
than Class A;  purchases in American  Express  funds held within a wrap product;
and  purchases of AXP Cash  Management  Fund and AXP Tax-Free  Money Fund unless
they are subsequently  exchanged to Class A shares of an American Express mutual
fund within the 13 month period.  A LOI is not an option (absolute right) to buy
shares.

<PAGE>

Class Y Shares

Class Y shares are offered to certain  institutional  investors.  Class Y shares
are sold  without a  front-end  sales  charge or a CDSC and are not subject to a
distribution  fee. The  following  investors  are  eligible to purchase  Class Y
shares:

o    Qualified employee benefit plans* if the plan:

     - uses a daily  transfer  recordkeeping  service  offering  participants
       daily access to American Express mutual funds and has

               - at least $10 million in plan assets or

               - 500 or more participants; or

     - does not use daily transfer recordkeeping and has

               - at least $3 million  invested  in  American  Express  mutual
                 funds or

               - 500 or more participants.

o    Trust companies or similar institutions,  and charitable organizations that
     meet the  definition in Section  501(c)(3) of the Internal  Revenue  Code.*
     These  institutions  must have at least $10  million  in  American  Express
     mutual funds.

o    Nonqualified  deferred  compensation plans* whose participants are included
     in a qualified employee benefit described above.

*    Eligibility must be determined in advance. To do so, contact your financial
     advisor.

SYSTEMATIC INVESTMENT PROGRAMS

After you make your initial investment of $100 or more, you must make additional
payments of $100 or more on at least a monthly basis until your balance  reaches
$2,000. These minimums do not apply to all systematic  investment programs.  You
decide how often to make payments - monthly, quarterly, or semiannually. You are
not obligated to make any payments.  You can omit  payments or  discontinue  the
investment program altogether. The Fund also can change the program or end it at
any time.

AUTOMATIC DIRECTED DIVIDENDS


Dividends,  including  capital  gain  distributions,  paid by  another  American
Express  mutual fund may be used to  automatically  purchase  shares in the same
class of this  Fund.  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 or AECSC  reserves  the  right to  reject  any  business,  in its sole
discretion.

SELLING SHARES

You have a right to sell your shares at any time.  For an  explanation  of sales
procedures, please see the prospectus.

During  an  emergency,  the board  can  suspend  the  computation  of NAV,  stop
accepting  payments for  purchase of shares,  or suspend the duty of the Fund to
redeem shares for more than seven days.  Such emergency  situations  would occur
if:

o    The Exchange  closes for reasons  other than the usual  weekend and holiday
     closings or trading on the Exchange is restricted, or

o    Disposal of the Fund's  securities is not  reasonably  practicable or it is
     not reasonably  practicable for the Fund to determine the fair value of its
     net assets, or

o    The SEC,  under  the  provisions  of the 1940  Act,  declares  a period  of
     emergency to exist.

Should the Fund stop  selling  shares,  the board may make a deduction  from the
value of the assets held by the Fund to cover the cost of future liquidations of
the assets so as to distribute fairly these costs among all shareholders.

The Fund has  elected to be  governed  by Rule 18f-1  under the 1940 Act,  which
obligates the Fund to redeem shares in cash, with respect to any one shareholder
during any 90-day  period,  up to the lesser of $250,000 or 1% of the net assets
of the Fund at the beginning of the period.  Although  redemptions  in excess of
this  limitation  would normally be paid in cash, the Fund reserves the right to
make these payments in whole or in part in securities or other assets in case of
an emergency,  or if the payment of a redemption in cash would be detrimental to
the  existing  shareholders  of the Fund as  determined  by the board.  In these
circumstances,  the securities  distributed would be valued as set forth in this
SAI.  Should the Fund distribute  securities,  a shareholder may incur brokerage
fees or other transaction costs in converting the securities to cash.

<PAGE>

PAY-OUT PLANS

You can use any of several  pay-out  plans to redeem your  investment in regular
installments.  If you redeem 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,  the Fund had total capital loss  carryovers of
$3,344,398  at the end of the most  recent  fiscal  year,  that if not offset by
subsequent capital gains will expire as follows:

                         2008                 2009
                      $1,658,330           $1,686,068


It is unlikely that the board will authorize a distribution  of any net realized
capital gains until the available  capital loss carryover has been offset or has
expired except as required by Internal Revenue Service rules.]

TAXES

If you buy  shares  in the Fund and  then  exchange  into  another  fund,  it is
considered a redemption and subsequent  purchase of shares.  Under the tax laws,
if this  exchange is done  within 91 days,  any sales  charge  waived on Class A
shares on a subsequent  purchase of shares applies to the new shares acquired in
the  exchange.  Therefore,  you  cannot  create a tax loss or  reduce a tax gain
attributable to the sales charge when exchanging shares within 91 days.

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 4.75%,  you pay $47.50 in sales load. With a NAV of
$9.525 per share,  the value of your  investment  is $952.50.  Within 91 days of
purchasing  that fund,  you decide to exchange out of that fund, now at a NAV of
$11.00 per share, up from the original NAV of $9.525, and purchase into a second
fund,  at a NAV of  $15.00  per  share.  The  value  of your  investment  is now
$1,100.00 ($11.00 x 100 shares).  You cannot use the $47.50 paid as a sales load
when calculating your tax gain or loss in the sale of the first fund shares.  So
instead of having a $100.00  gain  ($1,100.00 -  $1,000.00),  you have a $147.50
gain  ($1,100.00  -  $952.50).  You can  include  the  $47.50  sales load in the
calculation of your tax gain or loss when you sell shares in the second fund.

If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering the 4.75% ($95) initial sales charge applicable to that $2,000,  you
may be deemed to have exceeded current IRA annual contribution limitations.  You
should consult your tax advisor for further details about this complex subject.

All  distributions  of net investment  income during the year will have the same
percentage  designated as tax-exempt.  This annual  percentage is expected to be
substantially  the same as the percentage of tax-exempt  income  actually earned
during any particular distribution period.

Capital gain  distributions,  if any, received by shareholders should be treated
as  long-term  capital  gains  regardless  of how long they owned their  shares.
Short-term  capital gains earned by the Fund are paid to shareholders as part of
their ordinary income dividend and are taxable.

Under  federal tax law, by the end of a calendar  year the Fund must declare and
pay dividends representing 98% of ordinary income for that calendar year and 98%
of net capital gains (both  long-term and  short-term)  for the 12-month  period
ending Oct. 31 of that calendar year. The Fund is subject to an excise tax equal
to 4% of the excess,  if any, of the amount required to be distributed  over the
amount actually distributed. The Fund intends to comply with federal tax law and
avoid any excise tax.

<PAGE>

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  $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  $2,051,734  for fiscal  year 2000,  $2,290,350  for fiscal  year 1999,  and
$2,244,150 for fiscal year 1998.

Under the  agreement,  the Fund  also  pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees;  audit and certain legal
fees;  fidelity bond premiums;  registration  fees for shares;  office expenses;
postage of  confirmations  except  purchase  confirmations;  consultants'  fees;
compensation of board members,  officers and employees;  corporate  filing fees;
organizational   expenses;   expenses   incurred  in  connection   with  lending
securities;  and expenses  properly payable by the Fund,  approved by the board.
Under the agreement,  nonadvisory expenses, net of earnings credits, paid by the
Fund were  $93,982 for fiscal  year 2000,  $187,225  for fiscal  year 1999,  and
$48,096 for fiscal year 1998.


Administrative Services Agreement

The  Fund  has an  Administrative  Services  Agreement  with  AEFC.  Under  this
agreement,  the Fund  pays  AEFC for  providing  administration  and  accounting
services. The fee is calculated as follows:

  Assets                       Annual rate at
(billions)                   each asset level
___________                ______________________
First   $1.0                      0.040%
Next     1.0                      0.035
Next     1.0                      0.030
Next     3.0                      0.025
Over     6.0                      0.020

<PAGE>


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 $179,492  for fiscal year 2000,  $210,787  for
fiscal year 1999, and $205,702 for fiscal year 1998.


Transfer Agency Agreement

The Fund has a Transfer  Agency  Agreement with American  Express Client Service
Corporation   (AECSC).   This  agreement  governs  AECSC's   responsibility  for
administering and/or performing transfer agent functions,  for acting as service
agent in connection with dividend and distribution  functions and for performing
shareholder  account  administration  agent  functions  in  connection  with the
issuance,  exchange and redemption or repurchase of the Fund's shares. Under the
agreement,  AECSC will earn a fee from the Fund  determined by  multiplying  the
number of  shareholder  accounts at the end of the day by a rate  determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.50 per year,  for Class B is $20.50 per year,  for Class C is $20
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

American Express  Financial  Advisors Inc. is the Fund's  principal  underwriter
(distributor). The Fund's shares are offered on a continuous basis.


Under a Distribution  Agreement,  sales charges deducted for  distributing  Fund
shares are paid to the Distributor daily. These charges amounted to $699,356 for
fiscal year 2000. After paying commissions to personal financial  advisors,  and
other expenses,  the amount  retained was $181,449.  The amounts were $1,237,213
and $(55,813) for fiscal year 1999,  and  $1,028,640 and $42,382 for fiscal year
1998.


Part of the sales charge may be paid to selling dealers who have agreements with
the Distributor. The Distributor will retain the balance of the sales charge. At
times the entire sales charge may be paid to selling dealers.

SHAREHOLDER SERVICE AGREEMENT


With  respect to Class Y shares,  the Fund pays a fee for  service  provided  to
shareholders  by  financial  advisors  and other  servicing  agents.  The fee is
calculated at a rate of 0.10% of average daily net assets.


PLAN AND AGREEMENT OF DISTRIBUTION


For Class A, Class B and Class C shares, to help defray the cost of distribution
and servicing not covered by the sales charges  received under the  Distribution
Agreement,  the Fund and the  Distributor  entered into a Plan and  Agreement of
Distribution  (Plan)  pursuant to Rule 12b-1 under the 1940 Act. Under the Plan,
the Fund pays a fee up to actual  expenses  incurred  at an annual rate of up to
0.25% of the Fund's average daily net assets  attributable to Class A shares and
up to 1.00%  for Class B and Class C shares.  Each  class has  exclusive  voting
rights on the Plan as it applies to that class.  In  addition,  because  Class B
shares convert to Class A shares, Class B shareholders have the right to vote on
any material change to expenses charged under the Class A plan.


<PAGE>


Expenses covered under this Plan include sales commissions;  business,  employee
and financial  advisor  expenses charged to distribution of Class A, Class B and
Class C shares;  and  overhead  appropriately  allocated to the sale of Class A,
Class B and Class C shares.  These  expenses  also  include  costs of  providing
personal  service to  shareholders.  A substantial  portion of the costs are not
specifically identified to any one of the American Express mutual funds.

The Plan must be  approved  annually  by the board,  including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such  expenditures were made. The Plan
and any  agreement  related  to it may be  terminated  at any  time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect  financial  interest in the  operation  of the Plan or in any
agreement  related  to the Plan,  or by vote of a  majority  of the  outstanding
voting  securities of the relevant  class of shares or by the  Distributor.  The
Plan  (or any  agreement  related  to it)  will  terminate  in the  event of its
assignment, as that term is defined in the 1940 Act. The Plan may not be amended
to  increase  the  amount  to be  spent  for  distribution  without  shareholder
approval, and all material amendments to the Plan must be approved by a majority
of the board  members,  including  a majority  of the board  members who are not
interested  persons of the Fund and who do not have a financial  interest in the
operation  of the  Plan  or any  agreement  related  to it.  The  selection  and
nomination of  disinterested  board members is the  responsibility  of the other
disinterested  board members.  No board member who is not an interested  person,
has any direct or indirect  financial  interest in the  operation of the Plan or
any related agreement. For the most recent fiscal year, under the Plan, the Fund
paid fees of $999,868 for Class A shares, $559,926 for Class B shares and $0 for
Class  C  shares.  The  fee is  not  allocated  to  any  one  service  (such  as
advertising,  payments to underwriters,  or other uses).  However, a significant
portion of the fee is generally used for sales and promotional expenses.


Custodian Agreement

The Fund's securities and cash are held by U.S. Bank National  Association,  180
E. Fifth St.,  St.  Paul,  MN  55101-1631,  through a custodian  agreement.  The
custodian  is  permitted  to deposit  some or all of its  securities  in central
depository  systems as allowed by federal law. For its  services,  the Fund pays
the custodian a maintenance  charge and a charge per  transaction in addition to
reimbursing the custodian's out-of-pocket expenses.

ORGANIZATIONAL INFORMATION

The Fund is an open-end management investment company. The Fund headquarters are
at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.

SHARES

The shares of the Fund  represent  an interest  in that fund's  assets only (and
profits or  losses),  and, in the event of  liquidation,  each share of the Fund
would have the same rights to dividends  and assets as every other share of that
Fund.

<PAGE>

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 $100  billion  for the  American
Express  Funds,  AEFC  manages  investments  for  itself  and its  subsidiaries,
American  Express  Certificate  Company and IDS Life  Insurance  Company.  Total
assets  owned or managed as of the end of the most recent  fiscal year were more
than $252 billion.

The Distributor serves individuals and businesses through its nationwide network
of more than 600  supervisory  offices,  more than 3,800 branch offices and more
than 9,700 financial advisors.


<PAGE>
<TABLE>
<CAPTION>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<S>                                    <C>                  <C>                <C>          <C>       <C>
                                               Date of             Form of        State of     Fiscal
Fund                                        Organization        Organization     Organization Year End  Diversified
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Bond Fund, Inc.                      6/27/74, 6/31/86***     Corporation        NV/MN       8/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Discovery Fund, Inc.                 4/29/81, 6/13/86***     Corporation        NV/MN       7/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Equity Select Fund, Inc.**           3/18/57, 6/13/86***     Corporation        NV/MN      11/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Extra Income Fund, Inc.                    8/17/83           Corporation         MN         5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Federal Income Fund, Inc.                  3/12/85           Corporation         MN         5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Global Series, Inc.                       10/28/88           Corporation         MN        10/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Emerging Markets Fund                                                                               Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Balanced Fund                                                                                Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Bond Fund                                                                                     No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Growth Fund                                                                                  Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Innovations Fund                                                                                    Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Growth Series, Inc.                  5/21/70, 6/13/86***     Corporation        NV/MN       7/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Growth Fund                                                                                         Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Research Opportunities Fund                                                                         Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
    AXP High Yield Tax-Exempt Fund,      12/21/78, 6/13/86**     Corporation        NV/MN      11/30       Yes
    Inc.
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP International Fund, Inc.                   7/18/84           Corporation         MN        10/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
    AXP European Equity Fund                                                                                No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
    AXP International Fund                                                                                 Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Investment Series, Inc.              1/18/40, 6/13/86***     Corporation        NV/MN       9/30
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Diversified Equity Income Fund                                                                      Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Mutual                                                                                              Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Managed Series, Inc.                       10/9/84           Corporation         MN         9/30
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Managed Allocation Fund                                                                             Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Market Advantage Series, Inc.              8/25/89           Corporation         MN         1/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Blue Chip Advantage Fund                                                                            Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP International Equity Index Fund                                                                      No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Mid Cap Index Fund                                                                                   No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Nasdaq 100 Index Fund                                                                                No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP S&P 500 Index Fund                                                                                   No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Small Company Index Fund                                                                            Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Total Stock Market Index Fund                                                                        No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Money Market Series, Inc.            8/22/75, 6/13/86***     Corporation        NV/MN       7/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Cash Management Fund                                                                                Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP New Dimensions Fund, Inc.            2/20/68, 6/13/86***     Corporation        NV/MN       7/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Growth Dimensions Fund                                                                              Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP New Dimensions Fund                                                                                 Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Precious Metals Fund, Inc.                 10/5/84           Corporation         MN         3/31        No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Progressive Fund, Inc.               4/23/68, 6/13/86***     Corporation        NV/MN       9/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Selective Fund, Inc.                 2/10/45, 6/13/86***     Corporation        NV/MN       5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Stock Fund, Inc.                     2/10/45, 6/13/86***     Corporation        NV/MN       9/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Strategy Series, Inc.                      1/24/84           Corporation         MN         3/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Equity Value Fund**                                                                                 Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Focus 20 Fund                                                                                        No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Small Cap Advantage Fund                                                                            Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Strategy Aggressive Fund**                                                                          Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Tax-Exempt Series, Inc.              9/30/76, 6/13/86***     Corporation        NV/MN      11/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Intermediate Tax-Exempt Fund                                                                        Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Tax-Exempt Bond Fund                                                                                Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Tax-Free Money Fund, Inc.            2/29/80, 6/13/86***     Corporation        NV/MN      12/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Utilities Income Fund, Inc.                3/25/88           Corporation         MN         6/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP California Tax-Exempt Trust                4/7/86             Business           MA         6/30
                                                                  Trust****
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP California Tax-Exempt Fund                                                                           No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Special Tax-Exempt Series Trust            4/7/86             Business           MA         6/30
                                                                  Trust****
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Insured Tax-Exempt Fund                                                                             Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Massachusetts Tax-Exempt Fund                                                                        No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Michigan Tax-Exempt Fund                                                                             No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Minnesota Tax-Exempt Fund                                                                            No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP New York Tax-Exempt Fund                                                                             No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Ohio Tax-Exempt Fund                                                                                 No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
<PAGE>

*    At the  shareholders  meeting  held on June 16, 1999,  shareholders  of the
     existing funds (except for AXP Small Cap Advantage  Fund) approved the name
     change  from IDS to AXP.  In  addition  to  substituting  AXP for IDS,  the
     following  series changed their names:  IDS Growth Fund, Inc. to AXP Growth
     Series,  Inc., IDS Managed  Retirement  Fund,  Inc. to AXP Managed  Series,
     Inc.,  IDS  Strategy  Fund,  Inc. to AXP  Strategy  Series,  Inc.,  and IDS
     Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.
**   At the  shareholders  meeting  held on Nov. 9, 1994,  IDS Equity Plus Fund,
     Inc. changed its name to IDS Equity Select Fund, Inc. At that same time IDS
     Strategy Aggressive Equity Fund changed its name to IDS Strategy Aggressive
     Fund,  and IDS  Strategy  Equity Fund  changed its name to IDS Equity Value
     Fund.
***  Date merged into a Minnesota corporation incorporated on 4/7/86.
**** Under  Massachusetts  law,  shareholders  of a business  trust  may,  under
     certain  circumstances,  be held  personally  liable  as  partners  for its
     obligations. However, the risk of a shareholder incurring financial loss on
     account of shareholder  liability is limited to  circumstances in which the
     trust itself is unable to meet its obligations.
</TABLE>

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 63 American Express mutual funds.


Peter J. Anderson**
Born in 1942
200 AXP Financial Center
Minneapolis, MN

Senior vice  president -  investments  and  director of AEFC.  Vice  president -
investments of the Fund.

H. Brewster Atwater, Jr.'
Born in 1931
4900 IDS Tower
Minneapolis, MN

Retired  chairman and chief executive  officer,  General Mills,  Inc.  Director,
Merck & Co., Inc.

Arne H. Carlson+'*
Born in 1934
901 S. Marquette Ave.
Minneapolis, MN

Chairman  and chief  executive  officer of the Fund.  Chairman,  Board  Services
Corporation  (provides  administrative  services to boards).  Former Governor of
Minnesota.

Lynne V. Cheney
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W. Washington, D.C.

Distinguished  Fellow AEI. Former Chair of National Endowment of the Humanities.
Director,  The  Reader's  Digest  Association  Inc.,  Lockheed-Martin  and EXIDE
Corporation (auto parts and batteries).

<PAGE>

David R. Hubers**
Born in 1943
2900 IDS Tower
Minneapolis, MN

President, chief executive officer and director of AEFC.

Heinz F. Hutter'
Born in 1929
P.O. Box 2187
Minneapolis, MN

Retired president and chief operating officer, Cargill,  Incorporated (commodity
merchants and processors).

Anne P. Jones
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD

Attorney  and  telecommunications   consultant.  Former  partner,  law  firm  of
Sutherland, Asbill & Brennan. Director, Motorola, Inc. (electronics), and Amnex,
Inc. (communications).

William R. Pearce+'
Born in 1927
2050 One Financial Plaza
Minneapolis, MN

RII Weyerhaeuser World Timberfund, L.P. (develops timber resources) - management
committee. Retired vice chairman of the board, Cargill,  Incorporated (commodity
merchants and processors). Former chairman, American Express Funds.

Alan K. Simpson
Born in 1931
1201 Sunshine Ave.
Cody, WY

Visiting lecturer and Director of The Institute of Politics, Harvard University.
Former three-term United States Senator for Wyoming. Former Assistant Republican
Leader, U.S. Senate. Director, Biogen (bio-pharmaceuticals).

John R. Thomas+'**
Born in 1937
2900 IDS Tower
Minneapolis, MN

Senior vice president of AEFC. President of the Fund.

C. Angus Wurtele'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN

Retired  chairman  of  the  board  and  chief  executive  officer,  The  Valspar
Corporation  (paints).  Director,  Valspar,  Bemis  Corporation  (packaging) and
General Mills, Inc. (consumer foods).

<PAGE>

+ Member of executive committee.
' Member of investment review committee.
* Interested person by reason of being an officer and employee of the Fund.
**Interested person by reason of being an officer, board member, employee and/or
  shareholder of AEFC or American Express.

The board has appointed  officers who are  responsible  for day-to-day  business
decisions based on policies it has established.  In addition to Mr. Carlson, who
is chairman of the board,  Mr. Thomas,  who is president and Mr. Anderson who is
vice president, the Fund's other officers are:

Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN

President of Board Services  Corporation.  Vice  president,  general counsel and
secretary for the Fund.

Officers who also are officers and employees of AEFC:

Frederick C. Quirsfeld
Born in 1947
200 AXP Financial Center
Minneapolis, MN

Vice president - taxable mutual fund investments of AEFC. Vice president - fixed
income investments for the Fund.

John M. Knight
Born in 1952
200 AXP Financial Center
Minneapolis, MN

Vice president - investment accounting of AEFC. Treasurer for the Fund.

COMPENSATION FOR BOARD MEMBERS
<TABLE>
<CAPTION>


During the most recent fiscal year, the  independent  members of the Fund board,
for attending up to 25 meetings, received the following compensation:

                                     Compensation Table
<S>                          <C>                                 <C>
                                                                   Total cash compensation from
                                         Aggregate                 American Express Funds and
Board member                     compensation from the Fund        Preferred Master Trust Group
________________________        ____________________________      _______________________________
H. Brewster Atwater, Jr.                   $1,275                            $116,700
Lynne V. Cheney                             1,285                             119,150
Heinz F. Hutter                             1,175                             110,625
Anne P. Jones                               1,135                             109,700
William R. Pearce                           1,075                             103,625
Alan K. Simpson                             1,135                             109,400
C. Angus Wurtele                            1,258                             115,475


As of 30 days  prior to the date of this  SAI,  the  Fund's  board  members  and
officers as a group owned less than 1% of the outstanding shares of any class.
</TABLE>

<PAGE>

INDEPENDENT AUDITORS


The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG LLP,  4200 Wells Fargo  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

                                  INSURED FUND

Insurance

The Fund's entire portfolio of municipal  obligations will at all times be fully
insured  as to the  scheduled  payment  of all  installments  of  principal  and
interest  thereon,  except as noted below.  This insurance feature minimizes the
risks to the Fund  and its  shareholders  associated  with any  defaults  in the
municipal obligations owned by the Fund.

Each insured  municipal  obligation in the Fund's  portfolio  will be covered by
either a mutual fund  Portfolio  Insurance  Policy issued by Financial  Guaranty
Insurance Company (Financial  Guaranty) or a New Issue Insurance Policy obtained
by the  issuer of the  obligation  at the time of its  original  issuance.  If a
municipal obligation is already covered by a New Issue Insurance Policy then the
obligation  is  not  required  to be  additionally  insured  under  a  Portfolio
Insurance  Policy.  A New  Issue  Insurance  Policy  may have  been  written  by
Financial Guaranty or other insurers.  Premiums are paid from the Fund's assets,
and will  reduce the  current  yield on its  portfolio  by the  amount  thereof.
Currently, there are no issuers insured under a Portfolio Insurance Policy.

Both types of  policies  discussed  above  insure the  scheduled  payment of all
principal  and  interest  on the  municipal  obligations  as they fall due.  The
insurance does not guarantee the market value of the municipal  obligations  nor
the value of the  shares of the Fund and,  except  as  described  above,  has no
effect on the net asset value or redemption price of the shares of the Fund. The
insurance  of  principal  refers  to the  face  or par  value  of the  municipal
obligation,  and is not  affected by the price paid by the Fund or by the market
value.

The Fund may purchase municipal obligations on which the payment of interest and
principal is guaranteed by an agency or instrumentality  of the U.S.  government
or which are rated Aaa,  MIG-1 or Prime-1 by Moody's or AAA, A-1 or SP-1 by S&P,
in either case without being required to insure the municipal  obligations under
the Portfolio Insurance Policy.

New  Issue  Insurance.  The New  Issue  Insurance  Policies,  if any,  have been
obtained by the respective issuers or underwriters of the municipal  obligations
and all  premiums  respecting  the  securities  have been paid in advance by the
issuers or  underwriters.  The policies are  noncancelable  and will continue in
force so long as the municipal  obligations  are  outstanding and the respective
insurers remain in business. Since New Issue Insurance remains in effect as long
as the insured municipal obligations are outstanding,  the insurance may have an
effect on the resale  value of  municipal  obligations  so insured in the Fund's
portfolio.

Therefore,  New Issue  Insurance  may be  considered  to represent an element of
market  value in regard to municipal  obligations  thus  insured,  but the exact
effect, if any, of this insurance on market value cannot be estimated.  The Fund
will acquire municipal  obligations subject to New Issue Insurance Policies only
where the insurer is rated Aaa by Moody's or AAA by S&P.

Portfolio  Insurance.  The Portfolio Insurance Policy to be obtained by the Fund
from  Financial  Guaranty  will be  effective  only  so  long as the  Fund is in
existence,   Financial  Guaranty  is  still  in  business,   and  the  municipal
obligations  described in the Portfolio  Insurance Policy continue to be held by
the Fund.  In the  event of a sale of any  municipal  obligation  by the Fund or
payment prior to maturity,  the Portfolio Insurance Policy terminates as to that
municipal obligation.  Currently, there are no issuers insured under a Portfolio
Insurance Policy.

<PAGE>

In determining  whether to insure any municipal  obligation,  Financial Guaranty
applies its own standards,  which are not  necessarily  the same as the criteria
used  in  regard  to the  selection  of  municipal  obligations  by  the  Fund's
investment  adviser.  Financial  Guaranty's decision is made prior to the Fund's
purchase  of  the  municipal   obligations.   Contracts  to  purchase  municipal
obligations are not covered by the Portfolio Insurance Policy although municipal
obligations  underlying  the contracts are covered by this  insurance upon their
physical delivery to the Fund or its Custodian.

Secondary  Market  Insurance.  The Fund may at any time purchase from  Financial
Guaranty a secondary market insurance  policy  (Secondary  Market Policy) on any
municipal  obligation  currently covered by the Portfolio  Insurance Policy. The
coverage and obligation to pay monthly  premiums  under the Portfolio  Insurance
Policy would cease with the purchase by the Fund of a Secondary Market Policy.

By  purchasing  a Secondary  Market  Policy,  the Fund would,  upon payment of a
single premium,  obtain insurance against nonpayment of scheduled  principal and
interest for the  remaining  term of the  municipal  obligation,  regardless  of
whether the Fund then owned the  obligation.  This  insurance  coverage would be
noncancelable  and would continue in force so long as the municipal  obligations
so insured are  outstanding.  The purpose of acquiring such a Policy would be to
enable the Fund to sell a  municipal  obligation  to a third  party as a Aaa/AAA
rated insured  obligation at a market price higher than what otherwise  might be
obtainable  if the  obligation  were sold without the insurance  coverage.  This
rating is not automatic,  however,  and must  specifically be requested for each
obligation. Any difference between the excess of an obligation's market value as
a Aaa/AAA  rated  security  over its market  value  without  this rating and the
single premium  payment would inure to the Fund in  determining  the net capital
gain or loss realized by the Fund upon the sale of the obligation.

Since  the Fund has the right to  purchase  a  Secondary  Market  Policy  for an
eligible municipal  obligation even if the obligation is currently in default as
to any payments by the issuer,  the Fund would have the  opportunity to sell the
obligation  rather than be  obligated  to hold it in its  portfolio  in order to
continue the Portfolio Insurance Policy in force.

Because coverage under the Portfolio  Insurance Policy terminates upon sale of a
municipal  obligation insured thereunder,  the insurance does not have an effect
on the resale value of the  obligation.  Therefore,  it is the  intention of the
Fund to retain  any  insured  municipal  obligations  which are in default or in
significant risk of default, and to place a value on the insurance which will be
equal to the difference  between the market value of similar  obligations  which
are not in default. Because of this policy, the Fund's investment manager may be
unable to manage the Fund's  portfolio  to the  extent  that it holds  defaulted
municipal  obligations,  which may limit its ability in certain circumstances to
purchase other municipal obligations.  While a defaulted municipal obligation is
held in the Fund's  portfolio,  the Fund continues to pay the insurance  premium
but also  collects  interest  payments from the insurer and retains the right to
collect  the full  amount  of  principal  from the  insurer  when the  municipal
obligation  comes  due.  This  would not be  applicable  if the Fund  elected to
purchase a Secondary  Market Policy  discussed above with respect to a municipal
obligation.

Financial  Guaranty  Insurance  Company.  Financial  Guaranty is a wholly  owned
subsidiary of FGIC  Corporation (the  Corporation),  a Delaware holding company.
Financial Guaranty,  domiciled in the State of New York,  commenced its business
of providing  insurance  and  financial  guaranties  for a variety of investment
instruments  in January 1984. The  Corporation  is a wholly-owned  subsidiary of
General Electric Capital Corporation.

In addition to providing  insurance for the payment of interest on and principal
of  municipal  bonds and notes held in unit  investment  trust and  mutual  fund
portfolios,  Financial  Guaranty provides insurance for new and secondary market
issues of municipal bonds and notes and for portions of new and secondary market
issues of  municipal  bonds and notes.  Financial  Guaranty  also  guarantees  a
variety  of  non-municipal  structured  obligations,   such  as  mortgage-backed
securities.  It also is  authorized  to  write  surety  insurance.  Moody's  and
Standard & Poor's have rated the claims-paying ability of Financial Guaranty Aaa
and AAA, respectively.

<PAGE>

Financial  Guaranty  is  licensed  to  provide  insurance  in 48 states  and the
District of Columbia.  It files reports with state insurance regulatory agencies
and is subject to audit and review by these  authorities.  Financial Guaranty is
also subject to regulation by the State of New York Insurance  Department.  This
regulation,  however,  is no guarantee that  Financial  Guaranty will be able to
perform  on its  contracts  of  insurance  in the  event a claim  should be made
thereunder at some time in the future.

The information about Financial  Guaranty  contained above has been furnished by
the  Corporation.  No  representation  is made as to the accuracy or adequacy of
this information.

The policy of  insurance  obtained by the Fund from  Financial  Guaranty and the
agreement and  negotiations in respect thereof  represent the only  relationship
between Financial Guaranty and the Fund.  Otherwise,  neither Financial Guaranty
nor its parent, FGIC Corporation,  has any significant  relationship,  direct or
indirect, with the Fund.

Government Securities

The Fund may invest in securities  guaranteed by an agency or instrumentality of
the United States  government.  These agencies include Federal National Mortgage
Association and Federal Housing  Administration  (FHA). In the case of a default
on a FHA security,  the outstanding  balance is subject to an assignment fee and
interest payments may be delayed. This will reduce the return to the Fund.

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP CALIFORNIA TAX-EXEMPT TRUST
AXP SPECIAL TAX-EXEMPT SERIES TRUST
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments in securities, of AXP California Tax-Exempt Fund (a
fund within AXP California  Tax-Exempt Trust) and AXP  Massachusetts  Tax-Exempt
Fund, AXP Michigan Tax-Exempt Fund, AXP Minnesota  Tax-Exempt Fund, AXP New York
Tax-Exempt  Fund  and  AXP  Ohio  Tax-Exempt  Fund  (funds  within  AXP  Special
Tax-Exempt  Series  Trust) as of June 30,  2000 and the  related  statements  of
operations  for the year then ended and the  statements of changes in net assets
for each of the  years in the  two-year  period  then  ended  and the  financial
highlights  for each of the years in the  five-year  period ended June 30, 2000.
These financial  statements and the financial  highlights are the responsibility
of fund  management.  Our  responsibility  is to  express  an  opinion  on these
financial statements and the financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and the financial  highlights are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of June 30, 2000, by  correspondence  with the custodian and
brokers.  An audit also includes  assessing the accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of AXP California Tax-Exempt Fund,
AXP Massachusetts  Tax-Exempt Fund, AXP Michigan  Tax-Exempt Fund, AXP Minnesota
Tax-Exempt Fund, AXP New York Tax-Exempt Fund and AXP Ohio Tax-Exempt Fund as of
June 30, 2000, and the results of their operations,  changes in their net assets
and the  financial  highlights  for the  periods  stated in the first  paragraph
above, in conformity with accounting principles generally accepted in the United
States of America.



KPMG LLP
Minneapolis, Minnesota
August 4, 2000
<PAGE>
<TABLE>
<CAPTION>

Financial Statements
Statements of assets and liabilities
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                     California            Massachusetts           Michigan
                                                                     Tax-Exempt             Tax-Exempt            Tax-Exempt
June 30, 2000                                                           Fund                   Fund                  Fund

Assets
Investments in securities, at value (Note 1)
<S>                 <C>           <C>             <C>               <C>                   <C>                   <C>
   (identified cost $223,398,934, $74,181,662 and $68,846,402)      $230,491,933          $73,729,941           $70,311,859
Cash in bank on demand deposit                                            34,972                9,898                36,054
Accrued interest receivable                                            3,631,169            1,721,775             1,097,703
Receivable for investment securities sold                                849,741                   --                    --
                                                                         -------           ----------            ----------
Total assets                                                         235,007,815           75,461,614            71,445,616

Liabilities
Dividends payable to shareholders                                        296,523              101,407                89,438
Payable for investment securities purchased                              901,950                   --                    --
Accrued investment management services fee                                 3,000                  967                   915
Accrued distribution fee                                                   2,016                  840                   607
Accrued transfer agency fee                                                  260                  132                   100
Accrued administrative services fee                                          255                   82                    78
Other accrued expenses                                                    41,843               17,887                30,010
                                                                          ------               ------                ------
Total liabilities                                                      1,245,847              121,315               121,148
                                                                       ---------              -------               -------
Net assets applicable to outstanding shares                         $233,761,968          $75,340,299           $71,324,468
                                                                    ============          ===========           ===========

Represented by
Shares of beneficial interest-- $.01 par value (Note 1)            $     464,993          $   147,401           $   140,060
Additional paid-in capital                                           233,178,528           77,190,852            72,346,640
Undistributed (excess of distributions over) net investment income            --                1,368                (7,001)
Accumulated net realized gain (loss) (Note 6)                         (6,816,141)          (1,547,601)           (2,620,688)
Unrealized appreciation (depreciation) on investments (Note 5)         6,934,588             (451,721)            1,465,457
                                                                       ---------             --------             ---------
Total-- representing net assets applicable to outstanding shares    $233,761,968          $75,340,299           $71,324,468
                                                                    ============          ===========           ===========

Net assets applicable to outstanding shares:Class A                 $213,210,830          $59,413,900           $65,405,885
                                            Class B                 $ 20,549,138          $15,623,408           $ 5,916,582
                                            Class C                 $      2,000          $   302,991           $     2,001
Outstanding shares of beneficial interest:  Class A shares            42,411,048           11,624,080            12,843,934
                                            Class B shares             4,087,812            3,056,810             1,161,702
                                            Class C shares                   398               59,255                   393
Net asset value per share:                  Class A                 $       5.03          $      5.11           $      5.09
                                            Class B                 $       5.03          $      5.11           $      5.09
                                            Class C                 $       5.03          $      5.11           $      5.09

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of assets and liabilities
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust
                                                                      Minnesota              New York                Ohio
                                                                     Tax-Exempt             Tax-Exempt            Tax-Exempt
June 30, 2000                                                           Fund                   Fund                  Fund

Assets
Investments in securities, at value (Note 1)
<S>                 <C>           <C>             <C>               <C>                   <C>                   <C>
   (identified cost $380,751,065, $94,748,033 and $64,591,555)      $377,387,031          $97,029,841           $65,609,243
Cash in bank on demand deposit                                            90,051               83,262               253,349
Accrued interest receivable                                            7,232,638            1,848,626               905,421
Receivable for investment securities sold                                150,995                   --                    --
                                                                         -------           ----------            ----------
Total assets                                                         384,860,715           98,961,729            66,768,013
                                                                     ===========           ==========            ==========

Liabilities
Dividends payable to shareholders                                        525,725              132,046                90,425
Payable for investment securities purchased                                4,137                   --                   583
Accrued investment management services fee                                 4,839                1,266                   852
Accrued distribution fee                                                   3,532                  948                   588
Accrued transfer agency fee                                                  607                  155                    97
Accrued administrative services fee                                          401                  108                    73
Other accrued expenses                                                    58,358               21,902                35,291
                                                                          ------               ------                ------
Total liabilities                                                        597,599              156,425               127,909
                                                                         -------              -------               -------
Net assets applicable to outstanding shares                         $384,263,116          $98,805,304           $66,640,104
                                                                    ============          ===========           ===========

Represented by
Shares of beneficial interest-- $.01 par value (Note 1)             $    768,605         $    200,776           $   129,874
Additional paid-in capital                                           396,101,320           99,340,639            67,385,321
Undistributed (excess of distributions over) net investment income       109,738               11,025                    (1)
Accumulated net realized gain (loss) (Note 6)                         (9,235,957)          (3,028,944)           (1,869,374)
Unrealized appreciation (depreciation) on investments (Note 5)        (3,480,590)           2,281,808               994,284
                                                                      ----------            ---------               -------
Total-- representing net assets applicable to outstanding shares    $384,263,116          $98,805,304           $66,640,104
                                                                    ============         ============           ===========
Net assets applicable to outstanding shares:Class A                 $339,798,775          $85,272,221           $60,046,253
                                            Class B                 $ 44,462,341          $13,463,943           $ 6,591,851
                                            Class C                 $      2,000          $    69,140           $     2,000
Outstanding shares of beneficial interest:  Class A shares            67,967,249           17,327,680            11,702,316
                                            Class B shares             8,892,898            2,735,880             1,284,647
                                            Class C shares                   400               14,052                   390
Net asset value per share:                  Class A                 $       5.00          $      4.92           $      5.13
                                            Class B                 $       5.00          $      4.92           $      5.13
                                            Class C                 $       5.00          $      4.92           $      5.13

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of operations
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                     California            Massachusetts           Michigan
                                                                     Tax-Exempt             Tax-Exempt            Tax-Exempt
Year ended June 30, 2000                                                Fund                   Fund                  Fund

Investment income
Income:
<S>                                                                  <C>                   <C>                   <C>
Interest                                                             $14,671,794           $5,006,187            $4,762,002
                                                                     -----------           ----------            ----------
Expenses (Note 2):
Investment management services fee                                     1,147,813              378,587               362,275
Distribution fee
   Class A                                                               559,529              160,728               176,495
   Class B                                                               205,607              162,458                64,804
   Class C                                                                    --                   17                    --
Transfer agency fee                                                       93,289               46,821                35,884
Incremental transfer agency fee
   Class A                                                                 9,384                4,324                 3,706
   Class B                                                                 1,913                1,537                   589
Administrative services fees and expenses                                 99,911               32,319                30,929
Compensation of board members                                              7,445                7,445                 7,445
Custodian fees                                                            10,416               12,086                10,650
Printing and postage                                                       4,424                5,055                   614
Registration fees                                                         10,143               32,843                23,752
Audit fees                                                                17,250               15,750                15,750
Other                                                                        853               13,634                   224
                                                                             ---               ------                   ---
Total expenses                                                         2,167,977              873,604               733,117
   Earnings credits on cash balances (Note 2)                            (15,688)              (4,777)              (11,449)
                                                                         -------               ------               -------
Total net expenses                                                     2,152,289              868,827               721,668
                                                                       ---------              -------               -------
Investment income (loss)-- net                                        12,519,505            4,137,360             4,040,334
                                                                      ----------            ---------             ---------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions (Note 3)                                       (368,532)            (122,798)             (868,108)
   Financial futures contracts (Note 5)                               (1,007,135)            (472,813)             (517,839)
                                                                      ----------             --------              --------
Net realized gain (loss) on investments                               (1,375,667)            (595,611)           (1,385,947)
Net change in unrealized appreciation (depreciation) on investments   (7,129,128)          (3,933,993)           (3,025,369)
                                                                      ----------           ----------            ----------
Net gain (loss) on investments                                        (8,504,795)          (4,529,604)           (4,411,316)
                                                                      ----------           ----------            ----------
Net increase (decrease) in net assets resulting from operations      $ 4,014,710           $ (392,244)           $ (370,982)
                                                                     ============          ===========           ===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of operations
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                      Minnesota              New York               Ohio
                                                                     Tax-Exempt             Tax-Exempt            Tax-Exempt
Year ended June 30, 2000                                               Fund                   Fund                  Fund

 Investment income
Income:
<S>                                                                  <C>                   <C>                   <C>
Interest                                                             $26,862,566           $6,506,014            $4,354,171
                                                                     ===========           ==========            ==========
Expenses (Note 2):
Investment management services fee                                     1,900,299              497,185               331,080
Distribution fee
   Class A                                                               919,938              230,877               158,584
   Class B                                                               449,929              134,320                70,074
Transfer agency fee                                                      216,617               56,534                35,427
Incremental transfer agency fee
   Class A                                                                21,662                5,517                 3,598
   Class B                                                                 4,638                1,413                   673
Administrative services fees and expenses                                168,270               42,685                28,151
Compensation of board members                                              7,982                7,445                 7,445
Custodian fees                                                            17,768               10,697                 6,021
Printing and postage                                                       2,322                3,501                 2,919
Registration fees                                                          9,564               20,100                16,194
Audit fees                                                                18,500               17,250                15,750
Other                                                                        197                  773                   269
                                                                             ===                  ===                   ===
Total expenses                                                         3,737,686            1,028,297               676,185
   Earnings credits on cash balances (Note 2)                            (26,102)              (7,892)              (11,264)
                                                                         =======               ======               =======
Total net expenses                                                     3,711,584            1,020,405               664,921
                                                                       ---------            ---------               -------
Investment income (loss)-- net                                        23,150,982            5,485,609             3,689,250
                                                                      ==========            =========             =========

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions (Note 3)                                       (355,969)             224,375              (199,061)
   Financial futures contracts (Note 5)                                 (651,419)          (1,036,818)             (517,714)
                                                                        --------           ----------              --------
Net realized gain (loss) on investments                               (1,007,388)            (812,443)             (716,775)
Net change in unrealized appreciation (depreciation) on investments  (21,736,643)          (4,393,371)           (2,615,074)
                                                                     -----------           ----------            ----------
Net gain (loss) on investments                                       (22,744,031)          (5,205,814)           (3,331,849)
                                                                     -----------           ----------            ----------
Net increase (decrease) in net assets resulting from operations      $   406,951           $  279,795            $  357,401
                                                                     =============         ===========           ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                  California                          Massachusetts
                                                                Tax-Exempt Fund                       Tax-Exempt Fund
<S>             <C>                                      <C>                  <C>              <C>                  <C>
Year ended June 30,                                      2000                 1999             2000                 1999

 Operations and distributions
Investment income (loss)-- net                    $  12,519,505       $  13,224,245      $  4,137,360       $  4,137,785
Net realized gain (loss) on investments              (1,375,667)           (132,232)         (595,611)            35,026
Net change in unrealized appreciation (depreciation)
 on investments                                      (7,129,128)         (8,521,862)       (3,933,993)        (2,888,857)
                                                     ==========          ==========        ==========         ==========
Net increase (decrease) in net assets resulting
 from operations                                      4,014,710           4,570,151          (392,244)         1,283,954
                                                      =========           =========          ========          =========
Distributions to shareholders from:
   Net investment income
      Class A                                       (11,607,146)        (12,458,083)       (3,435,437)        (3,454,620)
      Class B                                          (912,358)           (766,108)         (743,470)          (640,114)
   Net realized gain
      Class A                                                --                  --              (507)           (33,427)
      Class B                                                --                  --              (130)            (7,530)
                                                    -----------         -----------              ----             ------
Total distributions                                 (12,519,504)        (13,224,191)       (4,179,544)        (4,135,691)
                                                    ===========         ===========        ==========         ==========

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                           32,986,509          42,285,590        10,282,330         16,960,957
   Class B shares                                     5,768,913           8,682,050         3,974,341          6,288,904
   Class C shares                                         2,000                  --           302,203                 --
Reinvestment of distributions at net asset value
   Class A shares                                     7,691,981           8,430,940         2,684,138          2,675,840
   Class B shares                                       698,334             588,371           598,328            532,827
Payments for redemptions
   Class A shares                                   (65,575,795)        (36,166,864)      (20,313,022)       (13,594,414)
   Class B shares (Note 2)                           (6,199,583)         (2,589,325)       (4,979,083)        (2,358,655)
                                                     ----------          ----------        ----------         ----------
Increase (decrease) in net assets from
share transactions                                  (24,627,641)         21,230,762        (7,450,765)        10,505,459
                                                    -----------          ----------        ----------         ----------
Total increase (decrease) in net assets             (33,132,435)         12,576,722       (12,022,553)         7,653,722
Net assets at beginning of year                     266,894,403         254,317,681        87,362,852         79,709,130
                                                    -----------         -----------        ----------         ----------
Net assets at end of year                          $233,761,968        $266,894,403       $75,340,299        $87,362,852
                                                   ============        ============       ===========        ===========
Undistributed (excess of distributions over) net
investment income                                  $    --             $         (1)      $     1,368        $    43,000

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                   Michigan                             Minnesota
                                                                Tax-Exempt Fund                       Tax-Exempt Fund
<S>             <C>                                      <C>                  <C>              <C>                  <C>
Year ended June 30,                                      2000                 1999             2000                 1999

Operations and distributions
Investment income (loss)-- net                     $  4,040,334        $  4,125,432     $  23,150,982      $  23,021,915
Net realized gain (loss) on investments              (1,385,947)            460,666        (1,007,388)           399,217
Net change in unrealized appreciation (depreciation)
  on investments                                     (3,025,369)         (3,039,567)      (21,736,643)       (13,019,298)
                                                     ==========          ==========       ===========        ===========
Net increase (decrease) in net assets resulting
  from operations                                      (370,982)          1,546,531           406,951         10,401,834
                                                       ========           =========           =======         ==========
Distributions to shareholders from:
   Net investment income
      Class A                                        (3,751,726)         (3,880,954)      (20,827,151)       (21,267,346)
      Class B                                          (295,567)           (244,520)       (2,212,248)        (1,747,010)
   Net realized gain
      Class A                                            (4,302)           (295,764)               --                 --
      Class B                                              (409)            (21,598)               --                 --
                                                           ----             -------       -----------        -----------
Total distributions                                  (4,052,004)         (4,442,836)      (23,039,399)       (23,014,356)
                                                     ==========          ==========       ===========        ===========

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                            9,682,669          10,840,031        64,411,374         81,903,764
   Class B shares                                     1,357,740           2,076,128        12,060,209         19,340,345
   Class C shares                                         2,000                  --             2,000                 --
Reinvestment of distributions at net asset value
   Class A shares                                     2,736,240           3,033,680        16,104,962         16,537,485
   Class B shares                                       222,111             216,608         1,823,682          1,430,174
Payments for redemptions
   Class A shares                                   (19,584,407)        (11,501,402)     (126,213,915)       (66,199,264)
   Class B shares (Note 2)                           (1,871,092)           (620,911)      (12,684,696)        (5,079,371)
                                                     ----------            --------       -----------         ----------
Increase (decrease) in net assets from share
 transactions                                        (7,454,739)          4,044,134       (44,496,384)        47,933,133
                                                     ----------           ---------       -----------         ----------
Total increase (decrease) in net assets             (11,877,725)          1,147,829       (67,128,832)        35,320,611
Net assets at beginning of year                      83,202,193          82,054,364       451,391,948        416,071,337
                                                     ----------          ----------       -----------        -----------
Net assets at end of year                           $71,324,468         $83,202,193      $384,263,116       $451,391,948
                                                    ===========         ===========      ============       ============
Undistributed (excess of distributions over) net
 investment income                                  $    (7,001)        $       (42)     $    109,738       $     (1,845)
                                                     ----------          ----------       -----------       ------------

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

                                                                   New York                                Ohio
                                                                Tax-Exempt Fund                       Tax-Exempt Fund
<S>             <C>                                      <C>                  <C>              <C>                  <C>
Year ended June 30,                                      2000                 1999             2000                 1999

 Operations and distributions
Investment income (loss)-- net                     $  5,485,609      $    5,613,733      $  3,689,250       $  3,762,612
Net realized gain (loss) on investments                (812,443)            211,975          (716,775)            99,839
Net change in unrealized appreciation (depreciation)
  on investments                                     (4,393,371)         (3,443,059)       (2,615,074)        (2,055,350)
                                                     ----------          ----------        ----------         ----------
Net increase (decrease) in net assets resulting
 from operations                                        279,795           2,382,649           357,401          1,807,101
                                                        -------           ---------           -------          ---------
Distributions to shareholders from:
   Net investment income
      Class A                                        (4,864,876)         (5,126,805)       (3,370,300)        (3,477,589)
      Class B                                          (609,708)           (485,770)         (319,979)          (282,186)
                                                       ========            ========          ========           ========
Total distributions                                  (5,474,584)         (5,612,575)       (3,690,279)        (3,759,775)
                                                     ----------          ----------        ----------         ----------

 Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                           11,946,734          13,763,495        11,263,709         12,196,295
   Class B shares                                     4,440,284           5,556,166         1,346,434          3,287,691
   Class C shares                                        69,000                  --             2,000                 --
Reinvestment of distributions at net asset value
   Class A shares                                     3,542,377           3,536,147         2,342,776          2,533,703
   Class B shares                                       483,551             382,826           244,089            214,576
Payments for redemptions
   Class A shares                                   (28,059,049)        (17,500,028)      (19,406,820)       (11,351,271)
   Class B shares (Note 2)                           (4,369,115)         (1,828,945)       (2,438,407)          (820,294)
                                                     ----------          ----------        ----------           --------
Increase (decrease) in net assets from
share transactions                                  (11,946,218)          3,909,661        (6,646,219)         6,060,700
                                                    -----------           ---------        ----------          ---------
Total increase (decrease) in net assets             (17,141,007)            679,735        (9,979,097)         4,108,026
Net assets at beginning of year                     115,946,311         115,266,576        76,619,201         72,511,175
                                                    -----------         -----------        ----------         ----------
Net assets at end of year                           $98,805,304        $115,946,311       $66,640,104        $76,619,201
                                                    ===========        ============       ===========        ===========
Undistributed (excess of distributions over) net
  investment income                                 $    11,025        $     --           $        (1)       $     1,028


See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to Financial Statements
AXP California Tax-Exempt Trust
AXP Special Tax-Exempt Series Trust

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AXP California  Tax-Exempt  Trust and AXP Special  Tax-Exempt  Series Trust were
organized as  Massachusetts  business  trusts.  AXP California  Tax-Exempt Trust
includes only AXP  California  Tax-Exempt  Fund. AXP Special  Tax-Exempt  Series
Trust  is a  "series  fund"  that is  currently  composed  of  individual  state
tax-exempt  funds  and one  insured  national  tax-exempt  fund,  including  AXP
Massachusetts  Tax-Exempt  Fund,  AXP Michigan  Tax-Exempt  Fund,  AXP Minnesota
Tax-Exempt Fund, AXP New York Tax-Exempt Fund, and AXP Ohio Tax-Exempt Fund (the
Funds). The Funds are non-diversified,  open-end management investment companies
as defined in the  Investment  Company Act of 1940 (as  amended).  Each Fund has
unlimited authorized shares of beneficial interest.

Class C shares of the Funds were offered to the public on June 26,  2000.  Prior
to this date,  American  Express  Financial  Corporation  (AEFC)  purchased  the
following  shares of capital  stock,  which  represented  the following  initial
capital in each Fund's Class C shares:

Fund                               Number of shares   Initial capital per share
 California Tax-Exempt Fund                398                 $5.03
 Massachusetts Tax-Exempt Fund             391                  5.11
 Michigan Tax-Exempt Fund                  393                  5.09
 Minnesota Tax-Exempt Fund                 400                  5.00
 New York Tax-Exempt Fund                  407                  4.92
 Ohio Tax-Exempt Fund                      390                  5.13

Each  Fund's  goal is to provide a high level of income  generally  exempt  from
federal income tax as well as from the respective  state and local income tax. A
portion of each Fund's assets may be invested in bonds whose interest is subject
to  the  alternative  minimum  tax  computation.  The  Funds  concentrate  their
investments in a single state and therefore may have more credit risk related to
the economic  conditions of the respective  state than Funds that have a broader
geographical diversification.

Each Fund offers Class A, Class B and Class C shares.

o Class A shares are sold with a front-end sales charge.
o Class B shares may be subject to a contingent deferred sales charge (CDSC) and
  automatically  convert  to Class A shares  during  the  ninth  calendar  year
  of ownership.
o Class C shares may be subject to a CDSC.

All classes of shares have identical  voting,  dividend and liquidation  rights.
The  distribution  fee and  incremental  transfer  agency  fee  (class  specific
expenses)  differ among classes.  Income,  expenses  (other than  class-specific
expenses)  and  realized  and  unrealized  gains or  losses on  investments  are
allocated to each class of shares based upon its relative net assets.

The Fund's significant accounting policies are summarized below:

Use of estimates
Preparing financial  statements that conform to accounting  principles generally
accepted in the United States of America  requires  management to make estimates
(e.g., on assets and liabilities) that could differ from actual results.

Valuation of securities
All securities are valued at the close of each business day.  Securities  traded
on national  securities  exchanges  or included in national  market  systems are
valued at the last quoted sale price.  Debt  securities are generally  traded in
the  over-the-counter  market and are valued at a price that reflects fair value
as quoted by dealers in these  securities or by an independent  pricing service.
Securities for which market  quotations are not readily  available are valued at
fair value according to methods selected in good faith by the board.  Short-term
securities  maturing in more than 60 days from the valuation  date are valued at
the market price or approximate  market value based on current  interest  rates;
those maturing in 60 days or less are valued at amortized cost.

Option transactions
To produce incremental earnings, protect gains and facilitate buying and selling
of securities for  investments,  the Funds may buy and sell put and call options
and  write  covered  call  options  on  portfolio  securities  as well as  write
cash-secured  put  options.  The risk in writing a call option is that the Funds
give  up  the  opportunity  for  profit  if the  market  price  of the  security
increases.  The risk in  writing a put option is that the Funds may incur a loss
if the market price of the security  decreases and the option is exercised.  The
risk in buying an  option  is that the  Funds pay a premium  whether  or not the
option is exercised.  The Funds also have the additional risk of being unable to
enter into a closing  transaction if a liquid  secondary  market does not exist.
The  Funds  also  may  write  over-the-counter   options  where  completing  the
obligation depends upon the credit standing of the other party.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized  appreciation or  depreciation  is recorded.  Each Fund
will realize a gain or loss when the option transaction  expires or closes. When
options on debt  securities  or futures are  exercised,  the Fund will realize a
gain or loss.  When other  options are  exercised,  the  proceeds on sales for a
written call option, the purchase cost for a written put option or the cost of a
security  for a  purchased  put or call  option is adjusted by the amount of the
premium received or paid.

Futures transactions
To gain exposure to or protect itself from market changes, the Funds may buy and
sell financial futures  contracts.  Risks of entering into futures contracts and
related  options include the possibility of an illiquid market and that a change
in the value of the  contract or option may not  correlate  with  changes in the
value of the underlying securities.

Upon entering into a futures contract,  the Funds are required to deposit either
cash or securities in an amount (initial  margin) equal to a certain  percentage
of the  contract  value.  Subsequent  payments  (variation  margin)  are made or
received by the Funds each day. The variation  margin  payments are equal to the
daily  changes in the contract  value and are recorded as  unrealized  gains and
losses.  The Funds recognize a realized gain or loss when the contract is closed
or expires.

Securities purchased on a when-issued basis
Delivery and payment for  securities  that have been  purchased by the Fund on a
forward-commitment  or when-issued  basis can take place one month or more after
the transaction date. During this period,  such securities are subject to market
fluctuation,  and  they may  affect  the  Fund's  net  assets  the same as owned
securities.  The Fund  designates  cash or liquid  high-grade debt securities at
least equal to the amount of its commitment.

Federal taxes
Each Fund's policy to comply with all sections of the Internal Revenue Code that
apply to regulated investment  companies and to distribute  substantially all of
its taxable income to  shareholders.  No provision for income or excise taxes is
thus required.  Each Fund is treated as a separate entity for federal income tax
purposes.

Net  investment  income  (loss) and net realized  gains  (losses) may differ for
financial  statement and tax purposes  primarily  because of deferred  losses on
certain futures  contracts and losses deferred due to "wash sale"  transactions.
The character of distributions  made during the year from net investment  income
or net  realized  gains may differ  from  their  ultimate  characterization  for
federal income tax purposes.  Also, due to the timing of dividend distributions,
the fiscal year in which amounts are  distributed  may differ from the year that
the income or realized gains (losses) were recorded by the Funds.
<PAGE>
<TABLE>
<CAPTION>


On the statement of assets and liabilities, as a result of permanent book-to-tax
differences,  undistributed  net investment  income and accumulated net realized
gain (loss) have been increased  (decreased),  resulting in net reclassification
adjustments to additional paid-in capital by the following:

                                      California    Massachusetts      Michigan      Minnesota        New York         Ohio
                                      Tax-Exempt      Tax-Exempt      Tax-Exempt     Tax-Exempt      Tax-Exempt     Tax-Exempt
                                         Fund            Fund            Fund           Fund            Fund           Fund
<S>                                       <C>           <C>               <C>            <C>             <C>            <C>
Undistributed net investment income       $--           $ (85)            $--            $--             $--            $--
Accumulated net realized gain (loss)      $--           $ 85              $ 33           $--             $--            $--
Additional paid-in capital
increase (decrease)                       $--           $--               $(33)          $--             $--            $--

Dividends to shareholders
Dividends  from net  investment  income,  declared  daily and paid monthly,  are
reinvested  in  additional  shares of each Fund at net asset value or payable in
cash. Capital gains, when available,  are distributed along with the last income
dividend of the calendar year.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Interest  income,  including  level-yield  amortization  of  premium  and
discount, is accrued daily.


2. EXPENSES AND SALES CHARGES
Each  Fund  has  agreements  with  AEFC to  manage  its  portfolio  and  provide
administrative services. Under an Investment Management Services Agreement, AEFC
determines which securities will be purchased,  held or sold. The management fee
is a percentage of each Fund's average daily net assets in reducing  percentages
from 0.47% to 0.38% annually.

Under an  Administrative  Services  Agreement,  each  Fund  pays  AEFC a fee for
administration  and  accounting  services at a percentage of the Fund's  average
daily net assets in reducing  percentages from 0.04% to 0.02% annually.  A minor
portion  of  additional  administrative  service  expenses  paid by the Fund are
consultants' fees and fund office expenses.  Under this agreement, the Fund also
pays  taxes,  audit  and  certain  legal  fees,  registration  fees for  shares,
compensation  of board  members,  corporate  filing fees and any other  expenses
properly payable by the Fund and approved by the board.

Under a separate  Transfer  Agency  Agreement,  American  Express Client Service
Corporation (AECSC) maintains  shareholder accounts and records.  Each Fund pays
AECSC an annual fee per shareholder account for this service as follows:

o  Class A $19.50
o  Class B $20.50
o  Class C $20.00

Each Fund has  agreements  with American  Express  Financial  Advisors Inc. (the
Distributor)  for  distribution  and  shareholder  services.  Under  a Plan  and
Agreement of  Distribution,  each Fund pays a distribution fee at an annual rate
up to 0.25% of the  Fund's  average  daily net  assets  attributable  to Class A
shares and up to 1.00% for Class B and Class C shares.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Sales charges received by the Distributor for distributing the Funds' shares for
the year ended June 30, 2000, are as follows:

Fund                                                Class A                       Class B                        Class C
<S>                                                <C>                           <C>                                <C>
 California Tax-Exempt Fund                        $319,175                      $55,473                            $--
 Massachusetts Tax-Exempt Fund                      196,480                       29,195                            --
 Michigan Tax-Exempt Fund                           161,636                       16,249                            --
 Minnesota Tax-Exempt Fund                          662,285                       65,642                            --
 New York Tax-Exempt Fund                           144,011                       38,593                            --
 Ohio Tax-Exempt Fund                               115,777                       27,627                            --

During the year ended June 30, 2000,  the Funds'  custodian and transfer  agency
fees were reduced as a result of earnings  credits from  overnight cash balances
as follows:

Fund                                                Reduction
 California Tax-Exempt Fund                         $15,688
 Massachusetts Tax-Exempt Fund                        4,777
 Michigan Tax-Exempt Fund                            11,449
 Minnesota Tax-Exempt Fund                           26,102
 New York Tax-Exempt Fund                             7,892
 Ohio Tax-Exempt Fund                                11,264

3. SECURITIES TRANSACTIONS
For the year ended June 30,  2000,  cost of purchases  and  proceeds  from sales
(other than short-term obligations) aggregated for each Fund are as follows:

Fund                                              Purchases                      Proceeds
 California Tax-Exempt Fund                      $43,006,034                   $70,468,223
 Massachusetts Tax-Exempt Fund                     5,644,128                    14,209,438
 Michigan Tax-Exempt Fund                          9,344,421                    16,887,809
 Minnesota Tax-Exempt Fund                        71,670,311                   103,909,291
 New York Tax-Exempt Fund                         11,009,263                    23,151,532
 Ohio Tax-Exempt Fund                              8,914,173                    15,929,318

Realized gains and losses are determined on an identified cost basis.
</TABLE>
<PAGE>
4. SHARE TRANSACTIONS
Transactions in shares of each Fund for the periods indicated are as follows:

                                                California Tax-Exempt Fund
                                                 Year ended June 30, 2000
                                          Class A         Class B       Class C*
Sold                                    6,630,939        1,156,809        398
Issued for reinvested distributions     1,545,163          140,357         --
Redeemed                              (13,199,838)      (1,249,749)        --
                                      -----------       ----------        ---
Net increase (decrease)                (5,023,736)          47,417        398
                                      -----------       ----------        ---


                                                   Year ended June 30, 1999
                                         Class A             Class B
Sold                                    7,876,900          1,618,457
Issued for reinvested distributions     1,573,110            109,894
Redeemed                               (6,741,823)          (485,671)
                                       ----------          ---------
Net increase (decrease)                 2,708,187          1,242,680
                                       ----------          ---------


                                                 Massachusetts Tax-Exempt Fund
                                                    Year ended June 30, 2000
                                          Class A         Class B       Class C*
Sold                                    1,990,307         767,970        59,255
Issued for reinvested distributions       522,475         116,483          --
Redeemed                               (3,959,643)       (966,813)         --
                                       ----------        --------       -------
Net increase (decrease)                (1,446,861)        (82,360)       59,255
                                       ----------        --------       -------


                                                   Year ended June 30, 1999
                                          Class A             Class B
Sold                                    3,046,475          1,130,787
Issued for reinvested distributions       481,681             95,959
Redeemed                               (2,445,264)          (425,397)
                                       ----------           --------
Net increase (decrease)                 1,082,892            801,349
                                       ----------           --------


                                                   Michigan Tax-Exempt Fund
                                                    Year ended June 30, 2000
                                          Class A        Class B        Class C*
Sold                                    1,885,978        262,272          393
Issues for reinvested distributions       533,379         43,272           --
Redeemed                               (3,824,914)      (366,568)          --
                                       ----------       --------          ---
Net increase (decrease)                (1,405,557)       (61,024)         393
                                       ----------       --------          ---

                                                   Year ended June 30, 1999
                                          Class A             Class B
Sold                                    1,952,027            218,977
Issues for reinvested distributions       546,553            194,235
Redeemed                               (2,069,273)          (111,961)
                                       ----------           --------
Net increase (decrease)                   429,307            301,251
                                       ----------            -------

* Inception date was June 26, 2000.
                                               Minnesota Tax-Exempt Fund
                                                Year ended June 30, 2000
                                          Class A         Class B      Class C*
Sold                                   12,812,025       2,393,608         400
Issued for reinvested distributions     3,206,595         363,460          --
Redeemed                              (25,180,705)     (2,538,499)         --
                                       ----------      ----------     ---------
Net increase (decrease)                (9,162,085)        218,569         400
                                       ----------      ----------     ---------

                                                Year ended June 30, 1999
                                          Class A             Class B
Sold                                   15,143,882          3,578,954
Issued for reinvested distributions     3,061,091            264,909
Redeemed                              (12,237,821)          (942,705)
                                      -----------          ---------
Net increase (decrease)                 5,967,152          2,901,158
                                      -----------          ---------




                                               New York Tax-Exempt Fund
                                               Year ended June 30, 2000
                                          Class A         Class B      Class C*
Sold                                    2,432,603         901,503       14,052
Issued for reinvested distributions       720,424          98,421         --
Redeemed                               (5,723,434)       (889,429)        --
                                       ----------        --------      -------
Net increase (decrease)                (2,570,407)        110,495       14,052
                                       ----------        --------      -------


                                                Year ended June 30, 1999
                                          Class A             Class B
Sold                                    2,594,887          1,048,359
Issued for reinvested distributions       667,318             72,294
Redeemed                               (3,294,574)          (345,553)
                                       ----------           --------
Net increase (decrease)                   (32,369)           775,100
                                       ----------           --------




                                                    Ohio Tax-Exempt Fund
                                                  Year ended June 30, 2000
                                          Class A         Class B      Class C*
Sold                                    2,204,022         261,911        390
Issued for reinvested distributions       456,700          47,594         --
Redeemed                               (3,796,480)       (474,614)        --
                                       ----------        --------        ---
Net increase (decrease)                (1,135,758)       (165,109)       390
                                       ----------        --------        ---


                                                    Year ended June 30, 1999
                                          Class A             Class B
Sold                                    2,212,340            596,770
Issued for reinvested distributions       460,278             38,999
Redeemed                               (2,061,123)          (149,003)
                                       ----------           --------
Net increase (decrease)                   611,495            486,766
                                       ----------           --------

* Inception date was June 26, 2000.
<PAGE>
AXP STATE TAX-EXEMPT FUNDS

5. MUNICIPAL INTEREST RATE FUTURES CONTRACTS
Investments  in securities as of June 30, 2000,  included  securities  that were
valued and pledged as collateral to cover initial margin deposits, (see "Summary
of significant accounting policies") as follows:

                                                                   Open
                                            Market value       purchase (sale)
Fund                                        of collateral        contracts
 California Tax-Exempt Fund                  $507,189              (220)
 Minnesota Tax-Exempt Fund                     68,115              (100)
 Ohio Tax-Exempt Fund                          22,733               (15)

The market value of the open sale contracts as of June 30, 2000, was as follows:

                                                                  Net
                                          Market value        unrealized
Fund                                       of futures         gain (loss)
 California Tax-Exempt Fund               $21,058,125         $(158,411)
 Minnesota Tax-Exempt Fund                  9,571,875          (116,556)
 Ohio Tax-Exempt Fund                       1,435,781           (23,404)

The Funds  maintain,  in a  segregated  account with their  custodian,  advanced
refunded  bonds  with at least a market  value  equal to the value of these open
futures contracts. Advanced refunded bonds are highly liquid, usually covered by
government securities, which will be refunded at the bond's first call date.
<PAGE>

6. CAPITAL LOSS CARRY-OVER
For federal income tax purposes,  capital loss carry-overs were as follows as of
June 30, 2000:

                                                                Expiration
Fund                                        Carryover              Date

 California Tax-Exempt Fund                $4,977,862           2007-2009
 Massachusetts Tax-Exempt Fund                905,650           2008-2009
 Michigan Tax-Exempt Fund                   1,746,012           2008-2009
 Minnesota Tax-Exempt Fund                  5,065,746           2005-2009
 New York Tax-Exempt Fund                   1,869,499           2005-2009
 Ohio Tax-Exempt Fund                       1,085,039           2005-2009

It is unlikely  the board will  authorize  a  distribution  of any net  realized
capital gains for a Fund until the respective  capital loss  carry-over has been
offset or expires.


7. BANK BORROWINGS
Each Fund has a revolving credit  agreement with U.S. Bank,  N.A.,  whereby each
Fund is permitted to have bank borrowings for temporary or emergency purposes to
fund shareholder redemptions.  Each Fund must have asset coverage for borrowings
not to  exceed  the  aggregate  of 333% of  advances  equal to or less than five
business  days plus 367% of advances  over five business  days.  The  agreement,
which enables each Fund to participate with other American Express mutual funds,
permits borrowings up to $200 million, collectively. Interest is charged to each
Fund  based on its  borrowings  at a rate equal to the  Federal  Funds Rate plus
0.30% or the  Eurodollar  Rate (Reserve  Adjusted)  plus 0.20%.  Borrowings  are
payable  up to 90 days  after  such  loan is  executed.  Each  Fund  also pays a
commitment fee equal to its pro rata share of the amount of the credit  facility
at a rate of 0.05% per annum. Each Fund had no borrowings outstanding during the
year ended June 30, 2000.
<PAGE>
<TABLE>
<CAPTION>

8. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating
each Fund's results.
AXP California Tax-Exempt Trust
AXP California Tax-Exempt Fund

Fiscal period ended June 30,
Per share income and capital changesa

                                                                                         Class  A

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.18          $5.35         $5.24          $5.15         $5.16

Income from investment operations:

Net investment income (loss)                                     .26            .27           .29            .29           .28

Net gains (losses) (both realized and unrealized)               (.15)          (.17)          .11            .10           .02

Total from investment operations                                 .11            .10           .40            .39           .30

Less distributions:

Dividends from net investment income                            (.26)          (.27)         (.29)          (.29)         (.28)

Distributions from realized gains                                 --             --            --           (.01)         (.03)

Total distributions                                             (.26)          (.27)         (.29)          (.30)         (.31)

Net asset value, end of period                                 $5.03          $5.18         $5.35          $5.24         $5.15

 Ratios/supplemental data

Net assets, end of period (in millions)                         $213           $246          $239           $232          $234

Ratio of expenses to average daily net assetsb                  .82%           .79%          .75%           .77%          .80%

Ratio of net investment income (loss) to average
daily net assets                                               5.18%          4.97%         5.24%          5.64%         5.40%

Portfolio turnover rate (excluding short-term securities)        18%            16%           15%            14%           15%

Total returnc                                                  2.19%          1.80%         7.72%          7.77%         6.00%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP California Tax-Exempt Trust
AXP California Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class B

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                                2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.18          $5.35         $5.24          $5.15         $5.16

Income from investment operations:

Net investment income (loss)                                     .22            .22           .25            .25           .24

Net gains (losses) (both realized and unrealized)               (.15)          (.17)          .11            .10           .02

Total from investment operations                                 .07            .05           .36            .35           .26

Less distributions:

Dividends from net investment income                            (.22)          (.22)         (.25)          (.25)         (.24)

Distributions from realized gains                                 --             --            --           (.01)         (.03)

Total distributions                                             (.22)          (.22)         (.25)          (.26)         (.27)

Net asset value, end of period                                 $5.03          $5.18         $5.35          $5.24         $5.15

 Ratios/supplemental data

Net assets, end of period (in millions)                          $21            $21           $15            $10            $6

Ratio of expenses to average daily net assetsb                 1.58%          1.53%         1.50%          1.52%         1.57%

Ratio of net investment income (loss) to average
daily net assets                                               4.43%          4.23%         4.50%          4.94%         4.64%

Portfolio turnover rate (excluding short-term securities)        18%            16%           15%            14%           15%

Total returnc                                                  1.44%          1.03%         6.94%          6.95%         5.19%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
AXP California Tax-Exempt Trust
AXP California Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa
                                                             Class C

                                                             2000b

Net asset value, beginning of period                         $5.02

Income from investment operations:

Net investment income (loss)-- Net gains (losses)
(both realized and unrealized)                                 .01

Total from investment operations                               .01

Less distributions:

Dividends from net investment income                            --

Net asset value, end of period                               $5.03

 Ratios/supplemental data

Net assets, end of period (in millions)                        $--

Ratio of expenses to average daily net assetsd               1.58%c

Ratio of net investment income (loss) to average
daily net assets                                             4.43%c

Portfolio turnover rate (excluding short-term securities)      18%

Total returne                                                 .20%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b For the period from June 26,2000 commencement of operations) to June 30, 2000.
c Adjusted to an annual basis.
d 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 capital changesa

                                                                                          Class A

<S>                                                            <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.39          $5.56         $5.42          $5.30         $5.27

Income from investment operations:

Net investment income (loss)                                     .27            .27           .29            .29           .28

Net gains (losses) (both realized and unrealized)               (.27)          (.17)          .14            .12           .03

Total from investment operations                                 --             .10           .43            .41           .31

Less distributions:

Dividends from net investment income                            (.28)          (.27)         (.29)          (.29)         (.28)

Net asset value, end of period                                 $5.11          $5.39         $5.56          $5.42         $5.30

Ratios/supplemental data

Net assets, end of period (in millions)                          $59            $70           $67            $67           $68

Ratio of expenses to average daily net assetsb                  .93%           .81%          .82%           .84%          .86%

Ratio of net investment income (loss) to average
daily net assets                                               5.28%          4.99%         5.17%          5.32%         5.26%

Portfolio turnover rate (excluding short-term securities)         7%             5%            9%             8%            6%

Total returnc                                                   .04%          1.72%         8.13%          7.81%         5.96%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class B

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.39          $5.56         $5.42          $5.30         $5.27

Income from investment operations:

Net investment income (loss)                                     .24            .23           .24            .25           .24

Net gains (losses) (both realized and unrealized)               (.28)          (.17)          .14            .12           .03

Total from investment operations                                (.04)           .06           .38            .37           .27

Less distributions:

Dividends from net investment income                            (.24)          (.23)         (.24)          (.25)         (.24)

Net asset value, end of period                                 $5.11          $5.39         $5.56          $5.42         $5.30

Ratios/supplemental data

Net assets, end of period (in millions)                          $16            $17           $13             $8            $6

Ratio of expenses to average daily net assetsb                 1.69%          1.56%         1.57%          1.59%         1.63%

Ratio of net investment income (loss) to average
daily net assets                                               4.53%          4.25%         4.43%          4.58%         4.51%

Portfolio turnover rate (excluding short-term securities)         7%             5%            9%             8%            6%

Total returnc                                                  (.71%)          .96%         7.32%          7.00%         5.19%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
AXP Special Tax-Exempt Series Trust
AXP Massachusetts Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                             Class C

                                                              2000b

Net asset value, beginning of period                          $5.10

Income from investment operations:

Net investment income (loss)                                    --

Net gains (losses) (both realized and unrealized)               .01

Total from investment operations                                .01

Less distributions:

Dividends from net investment income                            --

Net asset value, end of period                                $5.11

 Ratios/supplemental data

Net assets, end of period (in millions)                        $--

Ratio of expenses to average daily net assetsd                1.69%c

Ratio of net investment income (loss) to average
daily net assets                                              4.53%c

Portfolio turnover rate (excluding short-term securities)        7%

Total returne                                                  .20%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b For the period from June 26,2000(commencement of operations) to June 30, 2000.
c Adjusted to an annual basis.
d 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 Michigan Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class A

<S>                                                            <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.38          $5.57         $5.44          $5.36         $5.39

Income from investment operations:

Net investment income (loss)                                     .27            .28           .29            .29           .30

Net gains (losses) (both realized and unrealized)               (.29)          (.17)          .13            .08           .04

Total from investment operations                                (.02)           .11           .42            .37           .34

Less distributions:

Dividends from net investment income                            (.27)          (.28)         (.29)          (.29)         (.30)

Distributions from realized gains                                 --           (.02)           --             --          (.07)

Total distributions                                             (.27)          (.30)         (.29)          (.29)         (.37)

Net asset value, end of period                                 $5.09          $5.38         $5.57          $5.44         $5.36

 Ratios/supplemental data:

Net assets, end of period (in millions)                          $65            $77           $77            $77           $79

Ratio of expenses to average daily net assetsb                  .89%           .83%          .82%           .81%          .82%

Ratio of net investment income (loss) to average
daily net assets                                               5.30%          5.00%         5.19%          5.38%         5.37%

Portfolio turnover rate (excluding short-term securities)        12%            20%           10%            21%           29%

Total returnc                                                  (.14%)         1.92%         7.66%          7.12%         6.30%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP Michigan Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class B

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.38          $5.57         $5.44          $5.36         $5.39

Income from investment operations:

Net investment income (loss)                                     .23            .24           .25            .25           .25

Net gains (losses) (both realized and unrealized)               (.29)          (.17)          .13            .08           .04

Total from investment operations                                (.06)           .07           .38            .33           .29

Less distributions:

Dividends from net investment income                            (.23)          (.24)         (.25)          (.25)         (.25)

Distributions from realized gains                                 --           (.02)           --             --          (.07)

Total distributions                                             (.23)          (.26)         (.25)          (.25)         (.32)

Net asset value, end of period                                 $5.09          $5.38         $5.57          $5.44         $5.36

 Ratios/supplemental data:

Net assets, end of period (in millions)                           $6             $7            $5             $4            $3

Ratio of expenses to average daily net assetsb                 1.64%          1.59%         1.57%          1.56%         1.59%

Ratio of net investment income  (loss) to average
daily net assets                                               4.55%          4.25%         4.44%          4.65%         4.63%

Portfolio turnover rate (excluding short-term securities)        12%            20%           10%            21%           29%

Total returnc                                                  (.92%)         1.17%         6.86%          6.32%         5.57%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
AXP Special Tax-Exempt Series Trust
AXP Michigan Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                             Class C

                                                             2000b

Net asset value, beginning of period                         $5.08

Income from investment operations:

Net investment income (loss)                                    --

Net gains (losses) (both realized and unrealized)              .01

Total from investment operations                               .01

Less distributions:

Dividends from net investment income                            --

Net asset value, end of period                               $5.09

 Ratios/supplemental data:

Net assets, end of period (in millions)                        $--

Ratio of expenses to average daily net assetsd               1.64%c

Ratio of net investment income  (loss) to average
daily net assets                                             4.23%c

Portfolio turnover rate (excluding short-term securities)      12%

Total returne                                                 .20%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b For the period from June 26,2000(commencement of operations) to June 30, 2000.
c Adjusted to an annual basis.
d 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

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.26          $5.41         $5.30          $5.20         $5.19

Income from investment operations:

Net investment income (loss)                                     .29            .29           .30            .31           .30

Net gains (losses) (both realized and unrealized)               (.27)          (.15)          .11            .10           .01

Total from investment operations                                 .02            .14           .41            .41           .31

Less distributions:

Dividends from net investment income                            (.28)          (.29)         (.30)          (.31)         (.30)

Net asset value, end of period                                 $5.00          $5.26         $5.41          $5.30         $5.20

 Ratios/supplemental data:

Net assets, end of period (in millions)                         $340           $406          $385           $376          $393

Ratio of expenses to average daily net assetsb                  .82%           .78%          .75%           .75%          .80%

Ratio of net investment income (loss) to average
daily net assets                                               5.68%          5.37%         5.61%          5.81%         5.66%

Portfolio turnover rate (excluding short-term securities)        18%            13%            8%            14%           13%

Total returnc                                                   .60%          2.62%         7.96%          8.06%         5.99%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<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 B

<S>                                                            <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.26          $5.41         $5.30          $5.20         $5.19

Income from investment operations:

Net investment income (loss)                                     .25            .25           .26            .27           .26

Net gains (losses) (both realized and unrealized)               (.26)          (.15)          .11            .10           .01

Total from investment operations                                (.01)           .10           .37            .37           .27

Less distributions:

Dividends from net investment income                            (.25)          (.25)         (.26)          (.27)         (.26)

Net asset value, end of period                                 $5.00          $5.26         $5.41          $5.30         $5.20

 Ratios/supplemental data:

Net assets, end of period (in millions)                          $44            $46           $31            $22           $16

Ratio of expenses to average daily net assetsb                 1.58%          1.54%         1.50%          1.50%         1.57%

Ratio of net investment income (loss) to average
daily net assets                                               4.94%          4.61%         4.86%          5.05%         4.94%

Portfolio turnover rate (excluding short-term securities)        18%            13%            8%            14%           13%

Total returnc                                                  (.16%)         1.85%         7.17%          7.23%         5.20%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
AXP Special Tax-Exempt Series Trust  AXP Minnesota Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                             Class C

                                                             2000b

Net asset value, beginning of period                           $4.99

Income from investment operations:

Net investment income (loss)                                      --

Net gains (losses) (both realized and unrealized)                .01

Total from investment operations                                 .01

Less distributions:

Dividends from net investment income                              --

Net asset value, end of period                                 $5.00

 Ratios/supplemental data:

Net assets, end of period (in millions)                          $--

Ratio of expenses to average daily net assetsd                 1.58%c

Ratio of net investment income (loss) to average
daily net assets                                               4.94%c

Portfolio turnover rate (excluding short-term securities)        18%

Total returne                                                   .20%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b For the period from June 26,2000(commencement of operations) to June 30, 2000.
c Adjusted to an annual basis.
d 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 New York Tax-Exempt Fund

Fiscal period ended June 30,

 Per share income and capital changesa

                                                                                          Class A

<S>                                                            <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.15          $5.29         $5.15          $5.06         $5.09

Income from investment operations:

Net investment income (loss)                                     .27            .25           .27            .28           .29

Net gains (losses) (both realized and unrealized)               (.23)          (.14)          .14            .09          (.03)

Total from investment operations                                 .04            .11           .41            .37           .26

Less distributions:

Dividends from net investment income                            (.27)          (.25)         (.27)          (.28)         (.29)

Net asset value, end of period                                 $4.92          $5.15         $5.29          $5.15         $5.06

Ratios/supplemental data:

Net assets, end of period (in millions)                          $85           $102          $105           $108          $115

Ratio of expenses to average daily net assetsb                  .88%           .82%          .79%           .81%          .82%

Ratio of net investment income (loss) to average
daily net assets                                               5.27%          4.93%         5.22%          5.55%         5.51%

Portfolio turnover rate (excluding short-term securities)        11%             8%           10%            12%            9%

Total returnc                                                   .77%          2.04%         8.20%          7.60%         5.23%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust
AXP New York Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class B

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.15          $5.29         $5.15          $5.06         $5.09

Income from investment operations:

Net investment income (loss)                                     .23            .21           .23            .25           .25

Net gains (losses) (both realized and unrealized)               (.23)          (.14)          .14            .09          (.03)

Total from investment operations                                  --            .07           .37            .34           .22

Less distributions:

Dividends from net investment income                            (.23)          (.21)         (.23)          (.25)         (.25)

Net asset value, end of period                                 $4.92          $5.15         $5.29          $5.15         $5.06

Ratios/supplemental data:

Net assets, end of period (in millions)                          $13            $14           $10             $8            $5

Ratio of expenses to average daily net assetsb                 1.63%          1.57%         1.55%          1.56%         1.59%

Ratio of net investment income (loss) to average
daily net assets                                               4.54%          4.20%         4.47%          4.81%         4.79%

Portfolio turnover rate (excluding short-term securities)        11%             8%           10%            12%            9%

Total returnc                                                   .01%          1.28%         7.35%          6.80%         4.40%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
AXP Special Tax-Exempt Series Trust
AXP New York Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                             Class C

                                                             2000b

Net asset value, beginning of period                         $4.91

Income from investment operations:

Net investment income (loss)                                    --

Net gains (losses) (both realized and unrealized)              .01

Total from investment operations                               .01

Less distributions:

Dividends from net investment income                            --

Net asset value, end of period                               $4.92

 Ratios/supplemental data:

Net assets, end of period (in millions)                        $--

Ratio of expenses to average daily net assetsd                1.63%c

Ratio of net investment income (loss) to average
daily net assets                                              4.54%c

Portfolio turnover rate (excluding short-term securities)       11%

Total returne                                                  .20%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b For the period from June 26,2000 commencement of operations) to June 30, 2000.
c Adjusted to an annual basis.
d 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 Ohio Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class A

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.36          $5.50         $5.38          $5.28         $5.28

Income from investment operations:

Net investment income (loss)                                     .27            .27           .29            .29           .29

Net gains (losses) (both realized and unrealized)               (.23)          (.14)          .12            .10           .01

Total from investment operations                                 .04            .13           .41            .39           .30

Less distributions:

Dividends from net investment income                            (.27)          (.27)         (.29)          (.29)         (.29)

Distributions from realized gains                                 --             --            --             --          (.01)

Total distributions                                             (.27)          (.27)         (.29)          (.29)         (.30)

Net asset value, end of period                                 $5.13          $5.36         $5.50          $5.38         $5.28

Ratios/supplemental data

Net assets, end of period (in millions)                          $60            $69           $67            $67           $72

Ration of expenses to average daily net assetsb                 .88%           .88%          .83%           .83%          .85%

Ratio of net investment income (loss) to average
daily net assets                                               5.31%          5.02%         5.22%          5.46%         5.35%

Portfolio turnover rate (excluding short-term securities)        13%             5%           10%             9%           24%

Total returnc                                                   .91%          2.50%         7.79%          7.43%         5.76%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

AXP Special Tax-Exempt Series Trust AXP Ohio Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                                                          Class B

<S>                                                           <C>           <C>            <C>           <C>            <C>
                                                               2000          1999           1998          1997           1996

Net asset value, beginning of period                           $5.36          $5.50         $5.38          $5.28         $5.28

Income from investment operations:

Net investment income (loss)                                     .23            .23           .24            .25           .24

Net gains (losses) (both realized and unrealized)               (.23)          (.14)          .13            .10           .01

Total from investment operations                                  --            .09           .37            .35           .25

Less distributions:

Dividends from net investment income                            (.23)          (.23)         (.25)          (.25)         (.24)

Distributions from realized gains                                 --             --            --             --          (.01)

Total distributions                                             (.23)          (.23)         (.25)          (.25)         (.25)

Net asset value, end of period                                 $5.13          $5.36         $5.50          $5.38         $5.28

 Ratios/supplemental data

Net assets, end of period (in millions)                           $7             $8            $5             $4            $2

Ration of expenses to average daily net assetsb                1.64%          1.63%         1.59%          1.59%         1.59%

Ratio of net investment income (loss) to average
daily net assets                                               4.55%          4.27%         4.47%          4.74%         4.63%

Portfolio turnover rate (excluding short-term securities)        13%             5%           10%             9%           24%

Total returnc                                                   .14%          1.75%         6.98%          6.62%         4.96%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.
</TABLE>
<PAGE>
AXP Special Tax-Exempt Series Trust
AXP Ohio Tax-Exempt Fund

Fiscal period ended June 30,

Per share income and capital changesa

                                                             Class C

                                                             2000b

Net asset value, beginning of period                          $5.12

Income from investment operations:

Net investment income (loss)                                     --

Net gains (losses) (both realized and unrealized)               .01

Total from investment operations                                .01

Less distributions:

Dividends from net investment income                             --

Net asset value, end of period                                $5.13

Ratios/supplemental data

Net assets, end of period (in millions)                         $--

Ration of expenses to average daily net assetsd               1.64%c

Ratio of net investment income (loss) to average
daily net assets                                              4.55%c

Portfolio turnover rate (excluding short-term securities)       13%

Total returne                                                  .20%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b For the period from June 26,2000(commencement of operations) to June 30, 2000.
c Adjusted to an annual basis.
d 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>

Investments in Securities
AXP California Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.0%)
Name of issuer and                                                  Coupon              Principal                Value(a)
title of issue(b,c)                                                  rate                amount

ABAG Financial Authority for Nonprofit Corporations
   Certificates of Participation International School
   Series 1996
<S>   <C>   <C>                                                        <C>               <C>                    <C>
      05-01-26                                                         7.38%             $2,200,000             $2,265,890
Alhambra City Elementary School District
   Los Angeles County Election of 1999
   General Obligation Bonds Zero Coupon
   Series 1999A (FSA Insured)
      09-01-22                                                         5.95               1,055,000(e)             288,184
Alta Loma School District Unlimited Tax
   Capital Appreciation General Obligation Bonds
   Zero Coupon Series 1999A (FGIC Insured)
      08-01-23                                                         5.69               2,600,000(e)             670,098
Anaheim Public Financing Authority
   Lease Capital Appreciation Improvement
   Revenue Bonds Zero Coupon Series 1997C
   (FSA Insured)
      09-01-25                                                         5.61               2,170,000(e)             488,858
Anaheim Public Financing Authority
   Revenue Bonds Electric Utilities
   San Juan Series 2 (FGIC Insured)
      10-01-22                                                         5.75              11,100,000             11,130,857
Arcade Certificate of Participation
   Water District Revenue Bonds
   (FGIC Insured)
      11-01-27                                                         5.00               1,200,000              1,078,596
Beaumont Financing Authority Local Agency Revenue Bonds
   Series 2000A
      09-01-32                                                         7.38               2,000,000              1,979,540
Brea Public Financing Authority Water Refunding Bonds
   (FGIC Insured)
      07-01-21                                                         4.75               1,000,000                880,070
Brea Redevelopment Agency Tax Allocation Refunding Bonds
   Redevelopment Project AB (MBIA Insured)
      08-01-17                                                         5.50               1,800,000              1,793,988
Burbank Redevelopment Agency Tax Allocation Bonds
   Golden State Series 1993A
      12-01-23                                                         6.00               2,000,000              2,011,900
Chapman College Educational Facilities Authority
   Revenue Bonds Series 1991B
      01-01-18                                                         7.50                 500,000                518,020
Clearlake Redevelopment Agency
   Highlands Park Community Development
   Tax Allocation Bonds Series 1993
      10-01-23                                                         6.40               1,420,000              1,427,725
Community Development Authority Health Facilities
   Unihealth America Certificate of Participation
   Series 1993 Inverse Floater (AMBAC Insured)
      10-01-11                                                         6.46               5,000,000(f)           5,493,749
Contra Costa County Residential Rent Facility
   Multi-family Housing Revenue Bonds Cypress Meadows
   Series 1998E A.M.T.
      09-01-28                                                         7.00               2,000,000              1,702,000
Corona Community Facilities District 90-1
   Special Tax Refunding Bonds Series 1998A
      09-01-20                                                         4.70               1,905,000              1,669,923
Eastern Municipal Water District Riverside County
   Water & Sewer Pre-refunded Revenue
   Certificates of Participation Series 1991 (FGIC Insured)
      07-01-20                                                         6.50               3,000,000              3,126,420
Eastern Municipal Water District Riverside County
   Water & Sewer Revenue Certificates of Participation
   Series 1991
      07-01-23                                                         6.00               1,000,000              1,036,980
El Monte Department Public Social Services Facility
   Certificates of Participation (AMBAC Insured)
      06-01-30                                                         4.75               1,500,000              1,279,350
Encinitas Unified School District
   Unlimited General Obligation Bonds
   Zero Coupon Series 1996 (MBIA Insured)
      08-01-15                                                         5.85               2,500,000(e)           1,093,025
      08-01-16                                                         5.85               1,000,000(e)             408,090
Folsom Special Tax Refunding Bonds
   Community Facilities District 10
      09-01-24                                                         7.00               3,000,000              3,091,020
Fontana Redevelopment Agency
   Refunding Certificate of Participation
   Police Facility Series 1993
      04-01-16                                                         5.63               4,500,000              4,474,035
Fontana Unified School District
   San Bernardino County General Obligation
   Convertible Capital Appreciation Bonds
   Series 1995C (FGIC Insured)
      05-01-20                                                         6.15               3,470,000              3,616,989
Fontana Unified School District
   Unlimited Tax General Obligation Bonds
   Series D (FGIC Insured)
      05-01-22                                                         5.75               2,000,000              2,014,260
Foothill/Eastern Transportation Corridor Agency
   Toll Road Senior Lien Revenue Bonds Series 1995A
      01-01-34                                                         6.00               1,775,000              1,925,751
Fresno Unified School District
   Fresno County Refunding General Obligation
   Bonds Series 1999C (MBIA Insured)
      08-01-22                                                         5.90               2,000,000              2,085,760
Fresno Water System Refunding Revenue Bonds
   Series 1998A (FGIC Insured)
      06-01-24                                                         5.00               1,000,000                909,160
Garden Grove Agency Community Development
   Tax Allocation Refunding Bonds
   Garden Grove Community
      10-01-23                                                         5.88               3,000,000              2,862,690
Garden Grove Certificates of Participation
   Bahia Village/Emerald Isle
   (FSA Insured)
      08-01-23                                                         5.70               2,660,000              2,663,112
Hemet Redevelopment Agency Tax Allocation
   Bonds Series 1999A (AMBAC Insured)
      09-15-28                                                         4.75               2,390,000              2,049,258
Infrastructure & Economic Development Bank
   Revenue Bonds American Center for Wine, Foods & Arts
   (ACA Insured)
      12-01-19                                                         5.70               2,500,000              2,429,575
Inglewood Redevelopment Agency Revenue Bonds
   Series 1998A (AMBAC Insured)
      05-01-23                                                         5.25               1,100,000              1,045,209
Intercommunity Hospital Finance Authority
   Certificate of Participation (ACA Insured)
      11-01-19                                                         5.25               4,000,000              3,620,880
Irwindale Redevelopment Agency Sub Lien
   Tax Allocation Bonds Series 1996
      12-01-19                                                         7.00               1,700,000              1,797,087
Janesville Union School District
   Lassen County General Obligation Bonds
   Series 1996
      08-01-21                                                         6.45                 865,000(d)             886,478
La Mirada Redevelopment Agency Special Tax
   Refunding Revenue Bonds Community Facilities
   District 89-1 Series 1998
      10-01-20                                                         5.70               1,000,000                904,460
Lake Elsinore Public Finance Authority
   Local Agency Revenue Bonds Series 1997F
      09-01-20                                                         7.10               3,000,000              3,124,350
Lake Elsinore Public Finance Authority
   Tax Allocation Revenue Bonds Series 1999A
      09-01-30                                                         5.50               2,500,000              2,188,750
Lake Elsinore Redevelopment Agency
   Community Facilities District 90
   Tuscany Hills Public Improvements
   Special Tax Parity Bonds Series 1999A
      10-01-24                                                         6.05               2,000,000              1,888,780
Lake Elsinore School Finance Authority
   Revenue Bonds Series 1997
      09-01-19                                                         6.13               1,235,000              1,211,683
Las Virgenes Unified School District
   Los Angeles County Capital Appreciation
   General Obligation Bonds Zero Coupon
   Series 1997B (FSA Insured)
      11-01-21                                                         5.67               1,800,000(e)             518,418
      11-01-22                                                         5.68               2,300,000(e)             622,173
      11-01-23                                                         5.68               2,945,000(e)             747,971
Los Angeles County Schools Regionalized
   Business Services Pooled Financing Program
   Certificate of Participation Zero Coupon Series 1999A
   (AMBAC Insured)
      08-01-27                                                         5.97               2,410,000(e)             486,989
Los Angeles Department of Water & Power
   Waterworks Refunding Revenue Bonds
   Series 2 (Secondary FGIC Insured)
      05-15-18                                                         4.50               3,000,000              2,572,380
Los Angeles Multi-family Housing Revenue Bonds
   Park Parthenia Series 1986A
   (GNMA Insured) A.M.T.
      01-20-22                                                         7.40               1,000,000              1,017,310
LosAngeles  Single Family Home Mortgage Revenue Bonds
   Series 1991A (GNMA & FNMA Insured) A.M.T.
      06-01-25                                                         6.88                 745,000                756,801
Los Angeles State Harbor Revenue Bonds
   Escrowed to Maturity
      10-01-18                                                         7.60               1,000,000              1,226,800
Los Angeles State Harbor Revenue Bonds
   Series 1996B (MBIA Insured) A.M.T.
      11-01-19                                                         5.38               2,000,000              1,906,260
      11-01-23                                                         5.38               1,300,000              1,221,818
Los Angeles Wastewater System
   Refunding Revenue Bonds Series D (FGIC Insured)
      11-01-17                                                         4.70               1,000,000                894,160
Millbrae Residential Facility Revenue Bonds
   Magnolia of Millbrae Series 1997A A.M.T.
      09-01-27                                                         7.38               2,500,000              2,426,975
Modesto Irrigation District Finance Authority
   Refunding Revenue Bonds Domestic Water
   Series 1998D (AMBAC Insured)
      09-01-22                                                         4.75               2,000,000              1,748,740
Mount Diablo Hospital District Hospital
   Pre-refunded Revenue Bonds
   Series 1990A (AMBAC Insured)
      12-01-17                                                         7.00               3,000,000              3,093,810
Northern California Transmission Select Auction
   Variable Rate Security & Residual Interest
   Revenue Bonds (MBIA Insured)
      04-29-24                                                         5.50               4,500,000(h)           4,343,310
Novato Community Facility District 1 Vintage Oaks
   Public Improvement Special Tax Refunding Bonds
      08-01-21                                                         7.25               2,000,000              2,098,780
Orange County Special Tax Community Facilities Bonds
   Aliso Veijo District 88-1 Series 1992A
      08-15-18                                                         7.35               3,000,000              3,242,370
Pittsburg Infrastructure Finance Authority
   Reassessment Revenue Improvement Bonds
   Series 1998A
      09-02-24                                                         5.60               1,440,000              1,293,581
Pittsburg Redevelopment Agency Tax Allocation Bonds
   Los Medanos Community Development Zero Coupon
   (AMBAC Insured)
      08-01-24                                                         6.05               2,100,000(e)             509,187
Pleasanton Joint Powers Financing Authority Reassessment
   Revenue Bonds Series 1993A
      09-02-12                                                         6.15               1,765,000              1,819,397
Port of Oakland Refunding Revenue Bonds
   Series 1997G (MBIA Insured) A.M.T.
      11-01-25                                                         5.38               3,080,000              2,899,296
Poway Unified School District Special Tax
   Refunding Bonds Community Facilities
   District 1 (MBIA Insured)
      10-01-23                                                         4.75               2,500,000              2,175,600
Rancho Mirage Joint Powers Finance Authority
   Certificate of Participation Eisenhower Memorial Hospital
      03-01-22                                                         7.00               4,250,000              4,513,925
Redding Redevelopment Agency Tax Allocation
   Refunding Bonds Canby Hilltop Cypress
   Series D (CGIC Insured)
      09-01-23                                                         5.00               4,700,000              4,273,804
Redwood City Elementary School District Capital
   Appreciation General Obligation Bonds
   San Mateo County Zero Coupon
   Series 1997 (FGIC Insured)
      08-01-20                                                         5.65               5,475,000(e)           1,706,120
Richmond Elementary School District
   Lassen County General Obligation Bonds
   Series 1996
      08-01-21                                                         6.50                 649,000                659,955
Richmond Joint Powers Financing Authority
   Leases and Gas Tax Refunding Revenue Bonds
   Series 1995A
      05-15-13                                                         5.25               2,000,000              1,981,440
Riverside County Certificates of Participation
   (MBIA Insured)
      12-01-21                                                         5.00               1,530,000              1,403,714
Rural Home Mortgage Financing Authority
   Single Family Mortgage Revenue Bonds
   3rd Series 1997A (GNMA Insured) A.M.T.
      09-01-29                                                         7.00               1,425,000              1,613,542
Rural Home Mortgage Financing Authority
   Single Family Mortgage Revenue Bonds
   4th Series 1998B (FNMA/GNMA Insured) A.M.T.
      12-01-29                                                         6.35               1,455,000              1,516,226
Sacramento Cogeneration Authority
   Pre-refunded Revenue Bonds
   Procter & Gamble
      07-01-10                                                         6.38                 500,000                550,055
Sacramento Cogeneration Authority
   Unrefunded Revenue Bonds
   Procter & Gamble
      07-01-10                                                         6.38                 500,000(d)             523,815
Sacramento Municipal Utility District Pre-refunded Bonds
   Series Y (MBIA Insured)
      09-01-19                                                         6.75               3,400,000              3,565,138
Sacramento Power Authority Cogeneration
   Revenue Bonds Campbell Soup Series 1995
      07-01-22                                                         6.00               1,000,000                990,360
San Diego Community Facilities District 1
   Special Tax (MBIA Insured)
      09-01-20                                                         4.75               2,000,000              1,769,440
San Diego Convention Center Expansion
   Financing Authority Revenue Bonds
   Series 1998A (AMBAC Insured)
      04-01-28                                                         4.75               3,250,000              2,789,703
San Diego County Capital Asset Lease
   Certificate of Participation
   Series 1993 Inverse Floater (AMBAC Insured)
      09-01-07                                                         6.97               3,200,000(f)           3,436,000
San Diego County Water Authority
   Revenue Bonds Certificates of Participation
   Series 1998A (FGIC Insured)
      05-01-24                                                         4.50               6,475,000             5,380,077
San Diego Water Utility Systems
   Undivided Interest Revenue Bonds
   (FGIC Insured)
      08-01-28                                                         4.75               2,695,000              2,311,555
San Francisco City & County Airport Commission
   International Airport Refunding Revenue Bonds Issue 20
   2nd Series 1998
      05-01-26                                                         4.50               2,250,000              1,855,440
San Francisco City & County Airport Commission
   International Airport Revenue Bonds Issue 15B
   2nd Series 1998 (MBIA Insured)
      05-01-20                                                         4.90               2,000,000              1,809,880
      05-01-25                                                         4.50               1,500,000              1,241,520
San Jose Redevelopment Agency Merged Area
   Redevelopment Tax Allocation Bonds
   Series 1993 (MBIA Insured)
      08-01-24                                                         4.75               3,055,000              2,648,441
San Jose Redevelopment Agency Merged Area
   Redevelopment Tax Allocation Bonds
   Series 1999 (AMBAC Insured)
      08-01-23                                                         4.75               3,000,000              2,612,160
San Jose Redevelopment Agency Merged Area
   Tax Allocation Bonds Series 1993 Inverse Floater
   (MBIA Insured)
      08-01-14                                                         6.42               3,000,000(f)           2,962,500
San Juan Unified School District
   Unlimited Tax General Obligation Bonds
   Zero Coupon Series 1999
      08-01-21                                                         5.68                 820,000(e)             237,193
      08-01-23                                                         5.70               1,820,000(e)             463,845
      08-01-24                                                         5.78               1,810,000(e)             433,767
San Rafael Redevelopment Agency Tax Allocation
   Capital Appreciation Bonds Zero Coupon
   (AMBAC Insured)
      12-01-18                                                         5.58               1,440,000(e)             500,544
      12-01-19                                                         5.58               1,440,000(e)             469,080
      12-01-20                                                         5.60               1,440,000(e)             439,258
      12-01-21                                                         5.60               1,440,000(e)             412,718
San Ysidro School District General Obligation Bonds
   San Diego County Series 1997 (AMBAC Insured)
      08-01-21                                                         6.13               1,000,000              1,068,510
Santa Clara County Mountain View
   Los Altos Union High School District Unlimited Tax
   General Obligation Bonds Series A
      08-01-15                                                         5.75               1,200,000              1,237,920
Santa Cruz Certificate of Participation
      08-01-07                                                         8.38               1,050,000              1,063,535
Santa Monica-Malibu Unified School District
   Capital Appreciation General Obligation Bonds
   Los Angeles County Zero Coupon Series 1999 (FGIC Insured)
      08-01-22                                                         5.38               7,300,000(e)           1,995,236
Santa Nella County Water District Improvement
   Limited Obligation Refunding Improvement Bonds
   Series 1998
      09-02-28                                                         6.25               2,450,000              2,299,129
Saratoga School District Capital Appreciation
   Unlimited Tax General Obligation Bonds
   Zero Coupon Series 1999B (MBIA Insured)
      09-01-20                                                         5.90               1,370,000(e)             423,193
Sierra Madre Finance Authority Water & Sewer
   Refunding Revenue Bonds Series 1998A (MBIA Insured)
      11-01-18                                                         5.00               2,010,000              1,877,079
South Tahoe Joint Powers Financing Authority
   Refunding Revenue Bonds Series 1995B
      10-01-20                                                         6.25               2,700,000              2,684,340
Southern California Home Financing Authority
   Single Family Mortgage Revenue Bonds 1990B
   (GNMA Insured) A.M.T.
      03-01-24                                                         7.75                 300,000(d)             306,411
Southern California Metropolitan Water District
   Waterworks Revenue Bonds Series 1998A
      07-01-22                                                         4.75               3,750,000              3,272,475
Southern California Public Power Authority Transmission
   Special Bonds
      07-01-12                                                         6.00               2,700,000              2,781,081
State Department Water Resource
   Water Systems Refunding Revenue Bonds
   Central Valley Series 1997S
      12-01-22                                                         5.00               1,000,000                913,160
State Department Water Resource
   Water Systems Revenue Bonds Center Valley
   Series 1995O
      12-01-18                                                         4.75               2,000,000              1,780,780
State Department Water Resource
   Water Systems Revenue Bonds Central Valley
   Series 1993L
      12-01-23                                                         5.50               3,000,000              2,930,370
State Educational Facilities Authority
   Revenue Bonds Keck Graduate
   Institute of Applied Life Sciences
   Series 2000
      06-01-20                                                         6.63               1,490,000              1,515,688
State Educational Facilities Authority
   Revenue Bonds Pomona College
      02-15-17                                                         6.00               3,000,000              3,102,150
State Educational Facilities Authority
   Revenue Bonds Series 1997B
      04-01-21                                                         6.30               1,000,000              1,010,730
State Public Works Board California Community
   Colleges Lease Pre-refunded Revenue Bonds
   Series 1994B
      03-01-19                                                         7.00               2,000,000              2,212,680
State Public Works Board Lease Revenue Bonds
   Department of Correction Substance Abuse Treatment
   Facility & State Prison at Corcoran Series 1996A
   (AMBAC Insured)
      01-01-21                                                         5.25               1,870,000              1,782,035
State Public Works Board University of California Lease
   Pre-refunded Revenue Bonds Series 1990A
      09-01-15                                                         7.00               2,250,000              2,305,193
State University Refunding Revenue Bonds
   Series C (AMBAC Insured)
      09-01-23                                                         5.00               2,000,000              1,813,860
State Unlimited Tax General Obligation Bonds
   (Secondary FGIC Insured)
      09-01-23                                                         4.75               1,325,000              1,148,802
Statewide Community Development Authority
   Revenue Certificate of Participation
   St. Joseph Health System Group
      07-01-15                                                         6.50               5,500,000              6,020,574
Stockton Single Family Mortgage Revenue Bonds
   Series 1990A (GNMA Insured) A.M.T.
      02-01-23                                                         7.50                  90,000                 91,061
Upland Certificate of Participation Water System
   Refunding Bonds (FGIC Insured)
      08-01-16                                                         6.60               1,000,000              1,048,230
Vallejo Certificates of Participation Touro University
      06-01-29                                                         7.38               2,000,000              1,983,980
West Sacramento Financing Authority
   Special Tax Revenue Bonds Series 1999F
      09-01-29                                                         6.10               3,000,000              2,697,840
Total municipal bonds
(Cost: $222,098,934)                                                                                          $229,191,933

Municipal notes (0.6%)
Issuer(c,g)                                                        Effective               Amount                 Value(a)
                                                                    yield                payable at
                                                                                          maturity

Orange County Sanitation Certificate of Participation
   V.R.
      08-01-17                                                         4.00%             $1,200,000             $1,200,000
State Health Facilities Financing Authority Revenue Bonds
   St. Joseph Health Systems Series 1985A V.R.
      07-01-13                                                         4.15                 100,000                100,000


Total municipal notes
(Cost: $1,300,000)                                                                                              $1,300,000


Total investments in securities
(Cost: $223,398,934)(i)                                                                                       $230,491,933
</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --    ACA Financial Guaranty Corporation
AMBAC   --    American Municipal Bond Association Corporation
BIG     --    Bond Investors Guarantee
CGIC    --    Capital Guaranty Insurance Company
FGIC    --    Financial Guarantee Insurance Corporation
FHA     --    Federal Housing Authority
FNMA    --    Federal National Mortgage Association
FSA     --    Financial Security Assurance
GNMA    --    Government National Mortgage Association
MBIA    --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:
A.M.T.  --    Alternative Minimum Tax-- As of June 30, 2000, the value of
              securities subject to alternative minimum tax  represented 6.61%
              of net assets.
B.A.N.  --    Bond Anticipation Note
C.P.    --    Commercial Paper
R.A.N.  --    Revenue Anticipation Note
T.A.N.  --    Tax Anticipation Note
T.R.A.N.--    Tax & Revenue Anticipation Note
V.R.    --    Variable Rate
V.R.D.B.--    Variable Rate Demand Bond
V.R.D.N.--    Variable Rate Demand Note

(d) Partially  pledged as initial  deposit on the  following  open interest rate
futures contracts (see Note 5 to the financial statements):

Type of security                                       Notional amount

Sale contracts
Municipal Bonds, Sept. 2000                              $22,000,000

(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(f)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on June 30, 2000.

(g) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor,  if indicated in  parentheses,  after a day or a week's  notice.  The
maturity date disclosed  represents the final maturity.  Interest rate varies to
reflect current market conditions;  rate shown is the effective rate on June 30,
2000.

(h) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on June 30, 2000.

(i) At June 30, 2000, the cost of securities for federal income tax purposes was
$223,398,934  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                    $11,285,289
Unrealized depreciation                                     (4,192,290)
                                                            ----------
Net unrealized appreciation                                 $7,092,999
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP Massachusetts Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (97.6%)
Name of issuer and                                                  Coupon                Principal              Value(a)
title of issue(b,c)                                                  rate                  amount

Bay Transportation Authority
   General Transportation System
   Refunding Bonds Series 1992B
<S>   <C>   <C>                                                        <C>               <C>                    <C>
      03-01-16                                                         6.20%             $1,500,000             $1,624,005
Bay Transportation Authority
   Pre-refunded Revenue Bonds
   Series 1992B (FSA Insured)
      03-01-21                                                         5.50                  15,000                 15,289
Boston City Hospital Pre-refunded Revenue Bonds
   Series A (FHA Insured)
      02-15-21                                                         7.63               1,000,000              1,023,760
Boston City Hospital Refunding Revenue Bonds
   Series B (FHA Insured)
      02-15-23                                                         5.75               3,000,000              2,861,219
Boston General Obligation Bonds
   Series 1991A (MBIA Insured)
      07-01-11                                                         6.75                 500,000                521,175
Boston General Obligation Refunding Bonds
   Series 1993A (AMBAC Insured)
      02-01-09                                                         5.65               1,500,000              1,541,295
Boston Industrial Development Financing Authority
   Revenue Bonds Massachusetts College of Pharmacy
   Series 1993A (Connie Lee Insured)
      10-01-26                                                         5.25               1,000,000                911,200
Boston Water & Sewer Commission
   General Pre-refunded Revenue Bonds
   Senior Series 1991A (FGIC Insured)
      11-01-18                                                         7.00               1,000,000              1,051,450
Boston Water & Sewer Commission
   General Revenue Bonds
   Series 1998D (FGIC Insured)
      11-01-22                                                         4.75               1,000,000                854,880
Haverhill City Unlimited Tax General Obligation Bonds
   Series 1997 (FGIC Insured)
      06-15-17                                                         5.00                 250,000                231,640
Health & Educational Facilities Authority
   Pre-refunded Bonds Northeastern University
   Series E (MBIA Insured)
      10-01-22                                                         6.55               1,000,000              1,049,990
Health & Educational Facilities Authority
   Refunding Revenue Bonds
   Beth Israel Hospital Series 1989E
      07-01-09                                                         7.00                 300,000                300,636
      07-01-14                                                         7.00                 250,000                246,283
Health & Educational Facilities Authority
   Revenue Bonds Berkshire Health Systems
   Series C
      10-01-11                                                         5.90               1,000,000                923,600
Health & Educational Facilities Authority
   Revenue Bonds Brigham & Women's Hospital
   Series 1991D
      07-01-24                                                         6.75               1,000,000              1,042,050
Health & Educational Facilities Authority
   Revenue Bonds Cape Cod Health System
   Series 1993A (Connie Lee Insured)
      11-15-21                                                         5.25               2,500,000              2,284,049
Health & Educational Facilities Authority
   Revenue Bonds Charlton Memorial Hospital
   Series 1991B
      07-01-13                                                         7.25               1,750,000              1,829,608
Health & Educational Facilities Authority
   Revenue Bonds Holyoke Hospital
   Series B
      07-01-15                                                         6.50               1,000,000                915,460
Health & Educational Facilities Authority
   Revenue Bonds New England Deaconess Hospital
   Series 1992D
      04-01-12                                                         6.63               1,000,000              1,051,240
Health & Educational Facilities Authority
   Revenue Bonds Newton Wellesley Hospital
   Series 1991D (MBIA Insured)
      07-01-15                                                         7.00               1,000,000              1,044,480
Health & Educational Facilities Authority
   Revenue Bonds South Shore Hospital
   Series 1992D (MBIA Insured)
      07-01-22                                                         6.50               1,000,000              1,045,780
Health & Educational Facilities Authority
   Revenue Bonds Suffolk University
   Series B (Connie Lee Insured)
      07-01-22                                                         6.35               2,495,000              2,556,601
Industrial Finance Agency Assumption College
   Revenue Bonds Series 1996 (Connie Lee Insured)
      07-01-26                                                         6.00               1,000,000              1,010,110
Industrial Finance Agency Hampshire College
   Revenue Bonds Series 1997
      10-01-17                                                         5.80               1,105,000              1,025,131
Industrial Finance Agency Pollution Control
   Refunding Revenue Bonds Eastern Edison
   Series 1993
      08-01-08                                                         5.88               2,000,000              1,980,260
Industrial Finance Agency Resource Recovery
   Revenue Bonds SEMASS Series 1991A
      07-01-15                                                         9.00               1,500,000              1,584,000
Mansfield General Obligation Bonds (AMBAC Insured)
      01-15-11                                                         6.70               1,000,000              1,049,220
Municipal Wholesale Electric Power
   Supply System Pre-refunded Revenue Bonds
   Series 1992B
      07-01-17                                                         6.75               1,395,000              1,476,677
Municipal Wholesale Electric Power
   Supply System Refunding Revenue Bonds
   Series 1994B (MBIA Insured)
      07-01-11                                                         4.75               1,750,000              1,656,550
Municipal Wholesale Electric Power
   Supply System Revenue Bonds
   Special Parts & Inflows (AMBAC Insured)
      07-01-18                                                         5.45               1,600,000              1,522,512
Nantucket General Obligation Bonds
      12-01-11                                                         6.80               1,000,000              1,049,660
North Andover General Obligation Bonds (MBIA Insured)
      09-15-08                                                         7.35                 310,000                321,002
Port Authority Revenue Bonds
   Series 1990A (FGIC Insured) A.M.T.
      07-01-20                                                         7.50                 760,000                775,200
Southeastern University Building Refunding Revenue Bonds
   Series A (AMBAC Insured)
      05-01-16                                                         5.75               1,250,000              1,264,663
State Development Finance Agency
   Private School Revenue Bonds
   Series 1998
      11-01-18                                                         5.88                 500,000                420,125
State Development Finance Agency
   Revenue Bonds 1st Mortgage
   Berkshire Retirement Community
   Lennox Series 1999
      07-01-29                                                         5.63               1,500,000              1,170,045
State Development Finance Agency
   Revenue Bonds Boston University
   Series 1999P
      05-15-29                                                         6.00               1,500,000              1,493,760
State Development Finance Agency
   Revenue Bonds Landmank School
   Series 1999 (Asset Guaranty)
      06-01-29                                                         5.25               1,000,000                880,210
State Development Finance Agency
   Revenue Bonds Massachusetts College of Pharmacy
   Series 1999B
      07-01-20                                                         6.63               1,000,000              1,009,610
State Development Finance Agency
   Revenue Bonds Suffolk University
   Series 1999
      07-01-29                                                         5.85               1,000,000                905,070
State Development Finance Agency
   Revenue Bonds The May Institute Issue
   Series 1999 (Asset Guaranty)
      09-01-29                                                         5.75               1,000,000                942,110
State Development Finance Authority
   Revenue Bonds Boston Biomedical Research Institute
      02-01-29                                                         5.75               1,000,000                842,040
State Education Loan Authority
   Educational  Loan Revenue Bonds
   Issue E Series B (AMBAC Insured) A.M.T.
      01-01-12                                                         6.00                 750,000                768,570
State General Obligation Consolidated Loan Bonds
   Series 1991A (FGIC Insured)
      06-01-11                                                         6.00               1,095,000              1,111,228
State Health & Education Facilities Authority
   College Revenue Bonds Brandeis University
   Series 1998I (MBIA Insured)
      10-01-28                                                         4.75               2,000,000              1,676,760
State Health & Education Facilities Authority
   Hospital Revenue Bonds Harvard Pilgrim Health
   Series 1998A (FSA Insured)
      07-01-22                                                         4.75               1,000,000                824,030
State Health & Education Facilities Authority
   Hospital Revenue Bonds Milford-Whitinsville
   Regional Hospital Series 1998C
      07-15-28                                                         5.38               1,065,000                782,509
State Health & Education Facilities Authority
   Pre-refunded Revenue Bonds Boston College
   Series 1991J (FGIC Insured)
      07-01-21                                                         6.63               1,940,000              2,018,648
State Health & Education Facilities Authority
   Pre-refunded Revenue Bonds Melrose-Wakefield
   Hospital Series 1992B
      07-01-16                                                         6.38               1,000,000              1,057,110
State Health & Education Facilities Authority
   Refunding Revenue Bonds Caritas Christi
   Obligated Group Series 1999A
      07-01-15                                                         5.70               1,000,000                842,700
State Health & Education Facilities Authority
   Revenue Bonds Boston College Series L
      06-01-31                                                         4.75               1,000,000                827,290
State Health & Education Facilities Authority
   Revenue Bonds North Adams Regional Hospital
   Series C
      07-01-18                                                         6.63               1,000,000                916,630
State Health & Education Facilities Authority
   Revenue Bonds South Shore Hospital
   Series 1999F
      07-01-29                                                         5.75               1,000,000                875,730
State Health & Education Facilities Authority
   Revenue Bonds Southcoast Health System
   Series 1998A (MBIA Insured)
      07-01-27                                                         4.75               1,000,000                816,140
State Health & Education Facilities Authority
   Revenue Bonds Valley Regional Health System
   Series 1994C (Connie Lee Insured)
      07-01-18                                                         5.75               1,000,000                991,150
State Health & Education Facilities Authority
   Unrefunded Revenue Bonds Boston College
   Series 1991J (FGIC Insured)
      07-01-21                                                         6.63                  60,000                 62,255
State Health & Educational Facilities Authority
   Refunding Revenue Bonds Christopher House Series 1999A
      01-01-29                                                         6.88               1,000,000                906,350
State Health & Educational Facilities Authority
   Revenue Bonds Learning Center for Deaf Children
   Series 1999C
      07-01-29                                                         6.13               1,000,000                844,490
State Housing Authority Residential
   Development Bonds Series 1992A (FNMA Insured)
      11-15-11                                                         6.88               1,000,000              1,048,740
State Industrial Finance Agency Assisted Living
   Facility Revenue Bonds Marina Bay LLC
   Series 1997 A.M.T.
      12-01-27                                                         7.50               1,000,000                986,750
State Industrial Finance Agency Assisted Living
   Facility Revenue Bonds Newton Group Properties LLC
   Series 1997 A.M.T.
      09-01-27                                                         8.00               1,160,000              1,201,400
State Industrial Finance Agency College Revenue
   Bonds Tufts University Series 1998H (MBIA Insured)
      02-15-28                                                         4.75               1,000,000                840,910
State Industrial Finance Agency Miscellaneous
   Revenue Bonds Cambridge Friends School
   Series 1998
      09-01-28                                                         5.80                 700,000                630,917
State Industrial Finance Agency School Bonds
   St. John's High School of Worcester County
   Series 1998
      06-01-28                                                         5.35                 500,000                428,045
State Turnpike Authority Metro Highway System
   Senior Lien Revenue Bonds Toll Road
   Series 1997A (MBIA Insured)
      01-01-37                                                         5.00               2,000,000              1,726,140
State Water Resource Authority Revenue Bonds
   Series 1992A (Secondary MBIA Insured)
      07-15-22                                                         5.50               1,100,000              1,118,634
Taunton General Obligation Refunding Notes
   (FSA Insured)
      05-01-19                                                         4.75               1,000,000                873,290
University of Massachusetts Building Authority
   Revenue Bonds Escrowed to Maturity
      05-01-11                                                         7.50                  95,000                106,220
Water Resource Authority General
   Pre-refunded Revenue Bonds Series 1991A
      12-01-19                                                         6.50               1,000,000              1,046,260
Water Resource Authority General
   Revenue Bonds Series B (MBIA Insured)
      03-01-22                                                         5.00               1,000,000                897,400

Total municipal bonds
(Cost: $73,981,662)                                                                                            $73,529,941

Municipal note (0.3%)
Issuer(c,d)                                                        Effective                Amount                Value(a)
                                                                     yield                payable at
                                                                                           maturity

State Health & Education Facility
   Captial Asset V.R.
      01-01-35                                                         4.50%               $200,000               $200,000

Total municipal note
(Cost: $200,000)                                                                                                  $200,000

Total investments in securities
(Cost: $74,181,662)(e)                                                                                         $73,729,941
</TABLE>
<PAGE>
Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --    ACA Financial Guaranty Corporation
AMBAC   --    American Municipal Bond Association Corporation
BIG     --    Bond Investors Guarantee
CGIC    --    Capital Guaranty Insurance Company
FGIC    --    Financial Guarantee Insurance Corporation
FHA     --    Federal Housing Authority
FNMA    --    Federal National Mortgage Association
FSA     --    Financial Security Assurance
GNMA    --    Government National Mortgage Association
MBIA    --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.  --    Alternative Minimum Tax-- As of June 30, 2000, the value of
              securities subject to alternative minimum tax  represented 4.95%
              of net assets.
B.A.N.  --    Bond Anticipation Note
C.P.    --    Commercial Paper
R.A.N.  --    Revenue Anticipation Note
T.A.N.  --    Tax Anticipation Note
T.R.A.N.--    Tax & Revenue Anticipation Note
V.R.    --    Variable Rate
V.R.D.B.--    Variable Rate Demand Bond
V.R.D.N.--    Variable Rate Demand Note

(d) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor,  if indicated in  parentheses,  after a day or a week's  notice.  The
maturity date disclosed  represents the final maturity.  Interest rate varies to
reflect current market conditions;  rate shown is the effective rate on June 30,
2000.

(e) At June 30, 2000, the cost of securities for federal income tax purposes was
$74,181,662 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                                  $2,441,404
Unrealized depreciation                                  (2,893,125)
                                                         ----------
Net unrealized depreciation                               $(451,721)
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP Michigan Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.6%)
Name of issuer and                                                     Coupon            Principal               Value(a)
title of issue(b,c)                                                     rate              amount

Allegan Hospital Finance Authority
   Refunding Revenue Bonds Allegan General Hospital
<S>   <C>   <C>                                                        <C>               <C>                      <C>
      11-15-21                                                         7.00%             $1,000,000               $982,290
Auburn Hills Limited Tax General Obligation
   Street Improvement Bonds
      05-01-04                                                         6.00                 200,000                202,812
Battle Creek Calhoun County Downtown
   Development Authority Pre-refunded Bonds
   Series 1994
      05-01-22                                                         7.65               1,250,000              1,389,063
Big Rapids Public School District
   Unlimited General Obligation Bonds
   (FSA Insured)
      05-01-25                                                         4.75               1,500,000              1,271,325
Buena Vista School District Saginaw County
   School Building & Site Unlimited Tax
   General Obligation Pre-refunded Bonds Series 1991
      05-01-16                                                         7.20               1,500,000              1,564,185
Central Michigan University Revenue Bonds
   Series 1997 (FGIC Insured)
      10-01-26                                                         5.50                 750,000                781,830
Central University Revenue Bonds
   Series 1998 (FGIC Insured)
      10-01-27                                                         5.00               1,000,000                882,200
Chippewa County Hospital Financial Authority
   Hospital Refunding Revenue Bonds
   Chippewa County War Memorial Hospital
   Series 1997B
      11-01-14                                                         5.63                 500,000                432,860
Chippewa Valley School District Unlimited Tax
   General Obligation Bonds (FGIC Insured)
      05-01-21                                                         5.00               1,000,000                897,210
Concord Academy Certificate of Participation Series 1998
      10-01-19                                                         7.00               1,000,000                905,610
Detroit Downtown Development Authority
   Development Area Project 1 Junior Lien
   Tax Increment Refunding Bonds Series 1996D
      07-01-25                                                         6.50               1,000,000              1,095,650
Detroit Sewer Disposal
   Pre-refunded Revenue Bonds
   (FGIC Insured)
      07-01-23                                                         5.70               1,600,000              1,649,040
Detroit Sewer Disposal
   Unrefunded Revenue Bonds
   (FGIC Insured)
      07-01-23                                                         5.70                 400,000                385,616
Detroit Unlimited Tax General Obligation Bonds
   Series 1995A
      04-01-15                                                         6.80               1,000,000              1,091,440
Detroit Water Supply System Second Lien
   Revenue Bonds Series 1995A (MBIA Insured)
      07-01-25                                                         5.50               1,500,000              1,431,480
East Lansing School District School Building & Site
   Unlimited Tax General Obligation
   Pre-refunded Bonds Series 1991
      05-01-14                                                         6.63               1,000,000              1,037,780
Eaton Rapids Public Schools
   Unlimited Tax General Obligation Refunding Bonds
   (MBIA Insured)
      05-01-25                                                         4.75               1,000,000                847,550
Farmington Hills Hospital Finance Authority
   Revenue Bonds Botsford General Hospital
   Series 1992A (MBIA Insured)
      02-15-22                                                         6.50               1,500,000              1,570,935
Ferris State University Board of Trustees
   General Refunding Revenue Bonds
   Series 1995 (MBIA Insured)
      10-01-20                                                         5.25               1,000,000                939,400
Fowlerville Community Schools
   Unlimited Tax General Obligation Refunding Bonds
   (FSA Insured)
      05-01-26                                                         4.75               1,310,000              1,108,352
Garden City Hospital Finance Authority
   Hospital Revenue Bonds Series 1998
      09-01-17                                                         5.75               1,000,000                805,290
Genesee County General Obligation Bonds
   Sewer Disposal System Series A (AMBAC Insured)
      04-01-15                                                         5.40               1,000,000                993,880
Gogebic County Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Grandview Health System Series 1999
      10-01-16                                                         5.88               1,000,000                842,470
Grand Ledge Public Schools Unlimited Tax General Obligation
   Refunding Bonds Eaton, Clinton & Ionia Counties
   Series 1995 (MBIA Insured)
      05-01-24                                                         5.38               2,000,000              1,873,639
Grand Rapids Community College Limited Tax
   General Obligation Bonds Series 1996 (MBIA Insured)
      05-01-19                                                         5.38               1,000,000                962,680
Grand Rapids Sanitary Sewer System
   Refunding Revenue Bonds
   Series 1998A (FGIC Insured)
      01-01-28                                                         4.75               1,000,000                841,490
Grand Rapids Tax Increment Revenue Bonds
   Series 1994 (MBIA Insured)
      06-01-24                                                         6.88                 380,000                409,906
Iosco County Water Supply System Limited Tax
   General Obligation Bonds (AMBAC Insured)
      05-01-08                                                         5.50                 175,000                178,717
      05-01-09                                                         5.50                 200,000                204,200
      05-01-10                                                         5.50                 200,000                204,152
Lake Orion School District General Obligation Bonds
   (AMBAC Insured)
      05-01-20                                                         5.50               1,000,000                969,410
Lincoln Park School District Wayne County School Building
   & Site Unlimited Tax General Obligation Bonds
   (FGIC Insured)
      05-01-26                                                         5.90               1,000,000              1,060,820
Midland County Economic  Development  Authority
   Unlimited Tax General Obligation
   Refunding Revenue Bonds Series 2000A A.M.T.
      07-23-09                                                         6.88               1,000,000              1,003,210
Monroe County Pollution Control Revenue Bonds
  Detroit Edison Fermi Plants Series
   1990I (FGIC Insured) A.M.T.
      09-01-20                                                         7.65               1,000,000              1,024,350
Muskegon Heights Public Schools
   Unlimited Tax General Obligation Bonds
   Series 1999 (MBIA Insured)
      05-01-29                                                         5.00                 750,000                657,863
Northville Public Schools Unlimited Tax
   General Obligation Bonds Series 1991B
      05-01-08                                                         7.00               1,500,000              1,561,230
Ovid-Elsie School District Unlimited Tax
   General Obligation Bonds (Secondary MBIA Insured)
      05-01-21                                                         5.60               1,000,000              1,043,360
Plymouth Educational Center Certificates of Participation
      07-01-29                                                         7.00               1,250,000              1,153,788
Plymouth-Canton Community School District
   Unlimited Tax General Obligation Bonds
   (FSA Insured)
      05-01-23                                                         4.75               1,000,000                855,550
Redford General Obligation Bonds (MBIA Insured)
      04-01-16                                                         5.25               1,450,000              1,410,517
Richmond Limited Obligation Refunding Revenue Bonds
   K mart Series A
      01-01-07                                                         6.63                 530,000                529,168
Romulus Township School District Unlimited Tax
   General Obligation Refunding Bonds (FGIC Insured)
      05-01-22                                                         5.75               2,500,000              2,478,299
Schoolcraft Community School District
   Kalamazoo County School Building
   & Site Unlimited General Obligation Bonds
   Series 1996 (FGIC Insured)
      05-01-26                                                         5.38               1,000,000              1,028,700
South Lake District Unlimited Tax General Obligation
   Pre-refunded Bonds
      05-01-10                                                         6.80                 355,000                367,382
South Redford School District Unlimited General Obligation
   Bonds Series 1996 (FGIC Insured)
      05-01-22                                                         5.50               1,000,000                993,630
State Building Authority Refunding Revenue Bonds
   Series 1991I
      10-01-20                                                         6.25               2,200,000              2,240,435
State Hospital Finance Authority
   Hospital Pre-refunded Revenue Bonds
   McLaren Obligated Group Series 1991A
      09-15-21                                                         7.50               1,750,000              1,845,130
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Detroit Medical Center Series 1988A
      08-15-12                                                         8.13                  40,000                 40,011
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Detroit Medical Center Series A
      08-15-13                                                         6.25               1,200,000              1,059,072
State Hospital Finance Authority
   Hospital Refunding Revenue Bonds
   Memorial Healthcare Center
   Obligated Group Series 1999
      11-15-21                                                         5.88               1,000,000                848,290
State Hospital Finance Authority
   Pre-refunded Revenue Bonds
   Henry Ford Hospital Series 1990A
      07-01-10                                                         7.00               1,000,000              1,020,070
State Hospital Finance Authority
   Refunding Revenue Bonds
   Presbyterian Villages Obligated Group Series 1995
      01-01-25                                                         6.50               1,000,000                902,510
State Hospital Finance Authority
   Revenue Bonds Central Michigan Community Hospital
      10-01-27                                                         6.25               1,000,000                856,110
State Hospital Finance Authority
   Revenue Bonds Presbyterian Villages
   Obligated Group Series 1997
      01-01-25                                                         6.38                 700,000                622,615
State Public Power Agency Belle River
   Refunding Revenue Bonds Series A
      01-01-18                                                         5.25               1,000,000                942,130
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Detroit Edison Series 1990BB
   (MBIA Insured)
      07-15-08                                                         7.00               1,000,000              1,128,950
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Detroit Edison Series 1992BB
   (FGIC Insured)
      02-15-16                                                         6.50               1,500,000              1,561,800
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Ford Motor Series 1991A
      02-01-06                                                         7.10               1,650,000              1,823,646
State Strategic Fund Limited Tax Obligation Refunding
   Revenue Bonds Oxford Institute
   Escrowed to Maturity
      08-15-05                                                         7.88                 135,000                143,358
State Strategic Fund Nursing Home
   Revenue Bonds Holland Home Series 1998
      11-15-28                                                         5.75               1,000,000                783,030
State Trunk Line Bonds Series 1998A (MBIA Insured)
      11-01-20                                                         4.75               1,000,000                863,690
State Trunk Line Bonds Series A (FGIC Insured)
      11-15-20                                                         5.75               1,065,000              1,123,043
State University Revenue Bonds Series A
      08-15-22                                                         5.50                 560,000                569,268
Summit Academy Certificates of Participation
   Junior High School Facility Series 1999
      09-01-29                                                         7.00                 695,000                624,339
Summit Academy Certificates of Participation
   Series 1998
      08-01-18                                                         7.00               1,110,000              1,014,818
Troy City Downtown Development Authority
   County of Oakland Development Bonds
   Series 1995A (Asset Guaranty)
      11-01-18                                                         6.38               1,500,000              1,558,965
Van Buren Township Tax Increment Revenue Bonds
   Series 1994
      10-01-16                                                         8.40               1,000,000              1,091,860
Wayne County Charter Airport
   Revenue Bonds Detroit  Metropolitan  Airport
   Series 1990A (AMBAC Insured) A.M.T.
      12-01-20                                                         7.00               1,080,000              1,110,640
Wayne County Charter Airport
   Revenue Bonds Detroit  Metropolitan  Airport
   Series 1998A (MBIA Insured) A.M.T.
      12-01-28                                                         5.00               1,000,000                857,210
Wayne County Charter Airport
   Revenue Bonds Detroit Metropolitan Airport
   Series 1998B (MBIA Insured)
      12-01-23                                                         4.88               1,000,000                862,790
Wayne State University Revenue Bonds
   University Board of Governors (FGIC Insured)
      11-15-29                                                         5.13               1,000,000                897,750

Total municipal bonds
(Cost: $68,846,402)                                                                                            $70,311,859

Total investments in securities
(Cost: $68,846,402)(d)                                                                                         $70,311,859

</TABLE>
<PAGE>
Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --    ACA Financial Guaranty Corporation
AMBAC   --    American Municipal Bond Association Corporation
BIG     --    Bond Investors Guarantee
CGIC    --    Capital Guaranty Insurance Company
FGIC    --    Financial Guarantee Insurance Corporation
FHA     --    Federal Housing Authority
FNMA    --    Federal National Mortgage Association
FSA     --    Financial Security Assurance
GNMA    --    Government National Mortgage Association
MBIA    --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.  --    Alternative Minimum Tax-- As of June 30, 2000, the value of
              securities subject to alternative minimum tax  represented
              5.60% of net assets.
B.A.N.  --    Bond Anticipation Note
C.P.    --    Commercial Paper
R.A.N.  --    Revenue Anticipation Note
T.A.N.  --    Tax Anticipation Note
T.R.A.N.--    Tax & Revenue Anticipation Note
V.R.    --    Variable Rate
V.R.D.B.--    Variable Rate Demand Bond
V.R.D.N.--    Variable Rate Demand Note

(d) At June 30, 2000, the cost of securities for federal income tax purposes was
$68,846,402 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                                  $3,332,622
Unrealized depreciation                                  (1,867,165)
                                                         ----------
Net unrealized appreciation                              $1,465,457
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP Minnesota Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.2%)
Name of issuer and                                                    Coupon              Principal                Value(a)
title of issue(b,c)                                                    rate                amount

Albert Lea Independent School District 241
   Unlimited Tax General Obligation Bonds
   Series 1998 (MBIA Insured)
<S>   <C>   <C>                                                        <C>               <C>                    <C>
      02-01-16                                                         4.80%             $1,555,000             $1,418,549
Anoka County Housing & Redevelopment Authority
   Revenue Bonds Epiphany Assisted Living LLC
      12-01-29                                                         7.40               3,560,000              3,378,725
Austin Housing & Redevelopment Authority
   Revenue Bonds Courtyard Residence Project
   Series 2000A
      01-01-32                                                         7.25               3,000,000              3,016,320
Becker Solid Waste Disposal Facility Revenue Bonds
   Liberty Paper Series 1994B A.M.T.
      08-01-15                                                         9.00               3,825,000              3,893,812
Bemidji Hospital Facilities 1st Mortgage Pre-refunded
   Revenue Bonds North Country Health Services
   Series 1991
      09-01-21                                                         7.00               1,755,000              1,839,468
Bloomington Housing & Redevelopment Authority
   Housing Revenue Bonds Senior Summerhouse
   Bloomington
      05-01-35                                                         6.13               3,400,000              2,808,162
Brooklyn Center Tax Credit Investor Refunding
   Revenue Bonds Four Courts Apartments
   Series 1995B A.M.T.
      06-15-09                                                         7.58               2,450,000              2,432,605
Buffalo Independent School District 877 Unlimited
   Tax General Obligation Refunding Bonds
   (MBIA Insured)
      02-01-18                                                         4.80               1,710,000              1,517,779
Carlton Health Care & Housing Facilities
   Revenue Bonds Inter-Faith Social Services, Inc. Project
   Series 2000A
      04-01-29                                                         7.75               2,500,000              2,413,275
Chaska Multi-family Housing Revenue Bonds West
   Suburban Housing Partners A.M.T.
      09-01-19                                                         5.75                 175,000(e)             158,935
      03-01-31                                                         5.88               2,115,000              1,825,499
Columbia Heights Multi-family Housing Pre-refunded
   Revenue Bonds Crestview Lutheran Home Royce
   Place Series 1991 (FHA Insured)
      06-01-32                                                         7.75               2,685,000              2,840,274
Columbia Heights Multi-family Housing Revenue
   Bonds Crestview Lutheran Home Royce Place
   Series 1991
      06-01-32                                                        10.00                 525,000                570,329
Duluth Economic Development Authority Health Care
   Facilities Revenue Bonds BSM Properties
   Series 1998A
      12-01-28                                                         5.88                 500,000                401,315
Eden Prairie Housing Development Authority
   Refunding Revenue Bonds Eden Commons
   Series 1990 (FHA Insured)
      03-01-25                                                         8.25               5,945,000              5,963,667
Eden Prairie Multi-family Housing Refunding
   Revenue Bonds Sterling Ponds Series 1999A A.M.T.
      12-01-29                                                         6.25               5,335,000              4,808,062
Eden Prairie Multi-family Housing Refunding
   Revenue Bonds Sterling Ponds Series 1999B A.M.T.
      12-01-29                                                         6.25                 735,000                662,404
Edina Multi-family Housing Revenue Bonds Walker
   Assisted Living Series 1991
      09-01-31                                                         9.00               6,605,000              7,115,104
Faribault Rice & Goodhue Counties Independent
   School District 656 General Obligation School
   Building Bonds Series 1995 (FSA Insured)
      06-01-15                                                         5.75               6,900,000              7,126,389
Faribault Single Family Housing Mortgage Refunding
   Revenue Bonds Series 1991A
      12-01-11                                                         7.50                 685,000                700,824
Farmington Independent School District 192
   Unlimited Tax General Obligation Capital
   Appreciation School Building Bonds Zero Coupon
   Series 1998B (FSA Insured)
      02-01-15                                                         5.30               2,070,000(g)             881,385
Fergus Falls Health Care Facilities Revenue Bonds
   LRHC Long-term Care Facility Series 1995
      12-01-25                                                         6.50               1,500,000              1,400,460
Fridley Senior Housing Revenue Bonds
   Banfill Crossing Homes Series 1999
      09-01-34                                                         6.75               3,090,000              2,830,162
Golden Valley Governmental Facilities
   Local Government Information Systems Association
   Revenue Bonds
      12-01-17                                                         6.10               1,125,000              1,074,353
Golden Valley Revenue Bonds Covenant Retirement
   Communities Series 1999A
      12-01-29                                                         5.50               6,250,000              5,340,750
Harmony Multi-family Housing Refunding
   Revenue Bonds Zedakah Foundation Series 1997A
      09-01-20                                                         5.95               1,240,000              1,186,606
Hastings Healthcare Tax-Exempt Nursing Home
   Revenue Bonds Regina Medical Center
   (ACA Insured)
      09-15-28                                                         5.30               4,100,000              3,461,671
Hennepin County Lease Revenue Certificates of
   Participation Series 1991
      05-15-17                                                         6.80               7,250,000              7,469,312
Hopkins Pre-refunded Revenue Bonds Blake School
      09-01-24                                                         6.70               3,120,000              3,330,413
Hubbard County Solid Waste Disposal Revenue
   Bonds Potlatch Series 1989 A.M.T.
      08-01-13                                                         7.38               5,610,000              5,671,205
International Falls Solid Waste Disposal Refunding
   Revenue Bonds Boise Cascade A.M.T.
      12-01-29                                                         6.85               4,000,000              3,903,880
Lakeville Independent School District 194
   General Obligation Series 1997A
      02-01-22                                                         5.13               2,400,000              2,213,520
Little Canada Multi-family Housing Revenue Bonds
   Housing Alternatives Development Company
   Series 1997A
      12-01-27                                                         6.25               4,900,000              4,487,518
Little Canada Multi-family Housing Revenue Bonds
   Little Canada Series 1996 A.M.T.
      02-01-27                                                         7.00               3,770,000              3,629,643
Mahtomedi Multi-family Housing Revenue Bonds
   Briarcliff A.M.T.
      06-01-36                                                         7.35               2,225,000              2,202,594
Maplewood Elder Care Facilities Revenue Bonds Care
   Institute Series 1994
      01-01-24                                                         7.75               3,830,000              3,655,812
Maplewood Multi-family Housing Refunding Revenue
   Bonds Carefree Cottages of Maplewood III
   Series 1995 A.M.T.
      11-01-32                                                         7.20               2,895,000              2,772,918
Minneapolis & St. Paul Housing & Redevelopment
   Authority Health Care System Revenue Bonds
   Group Health Plan Series 1992
      12-01-13                                                         6.75              10,500,000             10,386,284
Minneapolis & St. Paul Housing & Redevelopment
   Authority Health Care System Revenue Bonds
   Healthspan Series 1993A (AMBAC Insured)
      11-15-18                                                         4.75              13,500,000             11,813,039
Minneapolis Community Development Agency
   Limited Tax Supported Development General
   Obligation Bonds Common Bond Fund Series 1997A
      06-01-12                                                         5.50                 250,000                248,478
Minneapolis Community Development Agency
   Limited Tax Supported Development Revenue
   Bonds Common Bond Fund 1st Series 1996
      06-01-11                                                         6.00                 980,000                985,263
Minneapolis Community Development Agency
   Limited Tax Supported Development Revenue
   Bonds Common Bond Fund 2nd Series 1998A
   A.M.T.
      06-01-16                                                         5.20                 290,000                259,770
      06-01-19                                                         5.25                 500,000                455,790
Minneapolis Community Development Agency
   Limited Tax Supported Development Revenue
   Bonds Common Bond Fund 5th Series 1997
      12-01-27                                                         5.70                 680,000                632,026
Minneapolis Nursing Home Revenue Bonds Walker
   Cityview & Southview Series 1992
      07-01-22                                                         8.50               5,205,000              5,702,182
Minneapolis Parking Ramp
   Unlimited General Obligation Bonds
      12-01-26                                                         4.75               2,660,000              2,297,495
Minneapolis Special School District 1 Certificates of
   Participation Series 1998A (FGIC Insured)
      02-01-19                                                         4.75               2,000,000              1,746,460
Minnetonka Senior Housing Revenue Bonds
   Westridge Senior Housing
      09-01-17                                                         6.75                 650,000                601,211
      09-01-27                                                         7.00                 500,000                468,095
Moorhead Economic Development Authority
   Multi-family Housing Development Refunding
   Revenue Bonds Eventide Senior Housing
   Series 1999B
      06-01-19                                                         5.90                 500,000                417,800
      06-01-29                                                         6.00               1,400,000              1,142,708
NewBrighton Tax Credit  Investor  Revenue Bonds
   Polynesian  Village  Apartments
   Series 1995B A.M.T.
      07-15-09                                                         7.75               2,355,000              2,442,512
New Hope Housing & Healthcare Facilities Revenue
   Bonds Minnesota Masonic Home North Ridge
   Series 1999
      03-01-19                                                         5.90               2,000,000              1,676,620
      03-01-29                                                         5.88               7,000,000              5,628,280
North St. Paul & Maplewood Independent School
   District 622 General Obligation Refunding Bonds
   Series 1996A
      02-01-25                                                         5.13               2,910,000              2,662,039
Northern Minnesota Municipal Power Agency
   Electric System Refunding Revenue Bonds
   Series 1998B (AMBAC Insured)
      01-01-20                                                         4.75               4,500,000              3,919,230
Oakdale Multi-family Housing Refunding
   Revenue Bonds Oakdale Village Apartments
   Series 1998 A.M.T.
      11-01-28                                                         6.00               3,650,000              3,218,570
Olmsted County Health Care Facilities Refunding
   Revenue Bonds Olmsted Medical Center
      07-01-19                                                         5.55               1,125,000                930,566
Park Rapids Independent School District 309
   Unlimited Tax General Obligation Bonds
   Series 1999 (MBIA Insured)
      02-01-21                                                         4.75               3,000,000              2,627,400
Plymouth Multi-family Housing Revenue Bonds
   Harbor Lane Apartments Series 1993
   (Asset Guaranty) A.M.T.
      09-01-13                                                         5.90               2,325,000              2,329,906
Princeton Independent School District 477
   General Obligation Bonds (FSA Insured)
      02-01-24                                                         5.13               1,000,000                916,420
Richfield Independent School District 280
   General Obligation Bonds
   (FGIC Insured)
      02-01-10                                                         5.30               6,600,000              6,621,780
Richfield Independent School District 280
   Unlimited Tax General Obligation School Building Bonds
   Series 1993C Inverse Floater (FGIC Insured)
      02-01-12                                                         5.35               2,510,000(f)          2,503,725
Richfield Multi-family Housing Refunding Revenue
   Bonds Village Shores Apartments Series 1996
      08-01-31                                                         7.63               2,970,000              2,900,769
Richfield Senior Housing
   Revenue Bonds Series 2000A
      02-01-35                                                         7.75               3,000,000              2,965,890
Robbinsdale Multi-family Housing Revenue Bonds
   Copperfield Hill Series 1996A
      12-01-31                                                         7.35               3,260,000              3,121,613
Rochester Health Care Facilities
   Revenue Bonds Mayo Foundation
   Inverse Floater Series 1992A
      11-15-19                                                         4.95               5,000,000(f)           4,504,150
Rochester Multi-family Housing Development
   Revenue Bonds Civic Square Series 1991
   (FHA Insured) A.M.T.
      07-15-31                                                         7.45               4,290,000              4,411,235
Rochester Multi-family Housing Development
   Revenue Bonds Wedum Shorewood Campus
      06-01-36                                                         6.60               5,000,000              4,568,350
Roseville Housing Facilities Nursing Home
   Refunding Revenue Bonds College Properties
   Series 1998
      10-01-28                                                         5.88               5,000,000              3,995,150
Sartell Health Care & Housing Facilities Revenue Bonds
   The Foundation for Health Care Continuums
   Series 1999A
      09-01-29                                                         6.63               3,000,000              2,709,990
Shoreview Senior Housing Revenue Bonds
   Series 1996
      02-01-26                                                         7.25               3,200,000              3,056,864
Southeastern Minnesota Multi-county
   Housing & Redevelopment Authority
   Revenue Bonds Goodhue County Apartments
   Series 1999B
      01-01-31                                                         5.75               2,415,000              2,257,566
Southeastern Minnesota Multi-county
   Housing & Redevelopment Authority
   Winona County Unlimited Tax General Obligation Bonds
   Series 1997
      01-01-28                                                         5.35               1,170,000              1,051,128
Southern Minnesota Municipal Power Agency
   Power Supply System Pre-refunded Revenue Bonds
   Series 1992A Escrowed to Maturity
   (Secondary MBIA Insured)
      01-01-18                                                         5.75               1,600,000              1,637,344
      01-01-18                                                         5.75                 370,000                377,352
Southern Minnesota Municipal Power Agency
   Power Supply System Revenue Bonds
   Zero Coupon Series 1994A (MBIA Insured)
      01-01-19                                                         6.67              19,500,000(g)           6,613,815
      01-01-22                                                         6.88              12,000,000(g)           3,372,960
      01-01-24                                                         6.08               5,150,000(g)           1,280,548
Southern Minnesota Municipal Power Agency
   Revenue Bonds (Secondary MBIA Insured)
      01-01-16                                                         4.75               9,165,000              8,285,342
Southern Minnesota Municipal Power Agency
   Unrefunded Balance Revenue Bonds Series 1992A
      01-01-18                                                         5.75               1,895,000              1,864,225
Spring Park Health Care Facilities Revenue Bonds
   Twin Birch Health Care Center Series 1991
      08-01-11                                                         8.25               1,780,000              1,881,407
St. Cloud Certificates of Participation
      12-01-17                                                         5.90                 400,000                392,812
St. Cloud Hospital Facility Pre-refunded Revenue
   Bonds St. Cloud Hospital Series 1990B
   (AMBAC Insured)
      07-01-20                                                         7.00               3,000,000              3,133,140
St. Cloud Hospital Facility Refunding Revenue
   Bonds Series 1993C (AMBAC Insured)
      10-01-20                                                         5.30               1,515,000              1,413,328
St. Louis Park Health Care Facilities
   Revenue Bonds Healthsystem Minnesota
   Obligated Group Series 1993 (AMBAC Insured)
      07-01-23                                                         5.20               5,000,000              4,531,000
St. Louis Park Health Care Facilities
   Revenue Bonds Healthsystem Minnesota
   Obligated Group Series 1993B Inverse Floater
   (AMBAC Insured)
      07-01-13                                                         4.95               7,000,000(f)           6,343,750
St. Louis Park Multi-family Housing Refunding
   Revenue Bonds Park Boulevard Towers
   Series 1996A
      04-01-31                                                         7.00               3,940,000              3,866,283
St. Paul Housing & Redevelopment Authority
   Health Care Facilities Revenue Bonds Lyngblomsten
   Care Center Series 1993A
      11-01-06                                                         7.13                 830,000                825,103
      11-01-17                                                         7.13               1,820,000              1,773,899
St. Paul Housing & Redevelopment Authority
   Health Care Facilities Revenue Bonds Lyngblomsten
   Multi-family Rental Housing Series 1993B
      11-01-24                                                         7.00               1,870,000              1,787,926
St. Paul Housing & Redevelopment Authority
   Health Care Facilities Revenue Bonds Regions Hospital
   Series 1998
      05-15-28                                                         5.30               4,125,000              3,149,644
St. Paul Housing & Redevelopment Authority
   Lease Revenue Bonds
   Minnesota Business Academy Project
   Series 2000
      03-01-30                                                         8.00               3,775,000              3,707,201
St. Paul Housing & Redevelopment Authority
   Sales Tax Revenue Bonds Civic Center Escrowed
   to Maturity (Secondary MBIA Insured)
      11-01-23                                                         5.55               7,500,000              7,383,675
St. Paul Housing & Redevelopment Authority
   Single Family Housing Mortgage Refunding Revenue
   Mortgage-backed Bonds Middle Income Phase II
   (FNMA Insured)
      03-01-28                                                         6.80               3,345,000              3,501,446
St. Paul Independent School District 625 Certificates of
   Participation Series 1999A
      02-01-19                                                         4.75               1,000,000                874,250
St. Paul Port Authority Revenue Bonds
   Hotel Facilities Radisson Kellogg 2nd Series 1999
      08-01-29                                                         7.38               3,500,000              3,360,140
St. Paul Port Authority Unlimited Tax General
   Obligation Bonds
      03-01-24                                                         5.13               4,770,000              4,393,599
State Agricultural & Economic Development Board
   Health Care Facilities Refunding Revenue Bonds
   Benedictine Health System-St. Mary's Health System
   Duluth Clinic Obligated Group Series 1999A
   (MBIA Insured)
      02-15-23                                                         5.00               3,795,000              3,349,619
State Agricultural & Economic Development Board
   Health Care Facilities Revenue Bonds
   Benedictine Health Series 1999A
   (MBIA Insured)
      02-15-16                                                         4.75               1,000,000                885,560
State General Obligation Various Purpose
   Pre-refunded Bonds Series 1991
      08-01-11                                                         6.70               6,000,000              6,145,320
State Higher Education Facilities Authority
   Augsburg College Mortgage Revenue Bonds
   4th Series 1999Y
      10-01-27                                                         5.30               1,200,000              1,022,220
State Higher Education Facilities Authority
   Gustavus Adolphus College Revenue Bonds
   4th Series 1998X
      10-01-24                                                         4.80               2,340,000              2,000,372
State Higher Education Facilities Authority
   Northwestern College of Chiropractic Mortgage
   Revenue Bonds 4th Series 1999Z
      10-01-13                                                         5.20                 275,000                254,724
State Housing Finance Agency Single Family
   Housing Mortgage Bonds Series 1991A
   A.M.T.
      07-01-22                                                         7.45                 935,000                953,943
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds
   Series 1997E A.M.T.
      07-01-29                                                         5.90               4,865,000              4,670,887
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1992A
      07-01-16                                                         6.95               1,995,000              2,055,349
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1994L
   A.M.T.
      07-01-20                                                         6.70                 765,000                784,752
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1996J
   A.M.T.
      07-01-21                                                         5.60                 465,000                433,408
State Housing Finance Agency Single Family
   Housing Mortgage Revenue Bonds Series 1997E
   A.M.T.
      01-01-26                                                         5.75               2,935,000              2,763,273
State Public Facilities Authority Water Pollution
   Control Revenue Bonds Series 1998A
      03-01-16                                                         4.75               3,500,000              3,168,305
State University Board of Regents General Obligation
   Bonds Inverse Floater Series 1993A
      08-15-03                                                         5.01               5,000,000(f)           4,975,000
State University Board of Regents General Obligation
   Bonds Series 1996A
      07-01-21                                                         5.50              12,500,000             12,331,499
State University Board of Regents Refunding
   Revenue Bonds Series 1986A Escrowed to Maturity
      02-01-11                                                         6.00               4,625,000              4,636,840
Steele County Health Care Facilities
   Revenue Bonds Elderly Housing Project
   Series 2000
      06-01-30                                                         6.88               2,205,000              2,235,980
Vadnais Heights Multi-family Housing Refunding
   Revenue Bonds Cottages of Vadnais Heights
   Series 1995 A.M.T.
      12-01-31                                                         7.00               3,090,000              2,954,195
Vadnais Heights Multi-family Housing Tax Credit
   Revenue Bonds Series 1997 A.M.T.
      07-15-09                                                         7.00               1,080,000              1,047,697
Washington County Housing & Redevelopment
   Authority Refunding Revenue Bonds Woodbury
   Multi-family Housing Series 1996
      12-01-23                                                         6.95               1,925,000              1,862,322
Western Minnesota Municipal Power Agency
   Refunding Revenue Bonds Series 1987A
      01-01-15                                                         5.50               5,000,000              4,892,550
Western Minnesota Municipal Power Agency
   Refunding Revenue Bonds Series 1987A
   (Secondary MBIA Insured)
      01-01-15                                                         5.50               6,250,000              6,249,688
Western Minnesota Municipal Power Agency
   Revenue Bonds Escrowed to Maturity
   (AMBAC Insured)
      01-01-16                                                         6.75               5,935,000              6,111,032
Windom Independent School District 177
   Unlimited Tax General Obligation Bonds
   Series 1999
      02-01-24                                                         4.75               2,695,000              2,318,185
Woodbury Senior Housing Revenue Bonds
   Summer House of Woodbury Series 1999
      07-01-34                                                         6.40               5,145,000              4,734,069

Total municipal bonds
(Cost: $380,531,065)                                                                                          $377,167,031


Municipal note (0.1%)
Issuer(c,d)                                                        Effective               Amount                 Value(a)
                                                                     yield               payable at
                                                                                          maturity

Minneapolis & St. Paul Housing & Redevelopment
   Authority Health Care System Children's Hospital
   V.R.
      08-15-25                                                         4.65%               $220,000               $220,000

Total municipal note
(Cost: $220,000)                                                                                                  $220,000

Total investments in securities
(Cost: $380,751,065)(h)                                                                                       $377,387,031
</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --    ACA Financial Guaranty Corporation
AMBAC   --    American Municipal Bond Association Corporation
BIG     --    Bond Investors Guarantee
CGIC    --    Capital Guaranty Insurance Company
FGIC    --    Financial Guarantee Insurance Corporation
FHA     --    Federal Housing Authority
FNMA    --    Federal National Mortgage Association
FSA     --    Financial Security Assurance
GNMA    --    Government National Mortgage Association
MBIA    --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.  --    Alternative Minimum Tax-- As of June 30, 2000, the value of
              securities subject to alternative minimum tax  represented
              15.27% of net assets.
B.A.N.  --    Bond Anticipation Note
C.P.    --    Commercial Paper
R.A.N.  --    Revenue Anticipation Note
T.A.N.  --    Tax Anticipation Note
T.R.A.N.--    Tax & Revenue Anticipation Note
V.R.    --    Variable Rate
V.R.D.B.--    Variable Rate Demand Bond
V.R.D.N.--    Variable Rate Demand Note

(d) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor,  if indicated in  parentheses,  after a day or a week's  notice.  The
maturity date disclosed  represents the final maturity.  Interest rate varies to
reflect current market conditions;  rate shown is the effective rate on June 30,
2000.

(e) Partially  pledged as initial  deposit on the  following  open interest rate
futures contracts (see Note 5 to the financial statements):

Type of security                                           Notional amount

Sale contracts
Municipal Bonds, Sept. 2000                                  $10,000,000

(f)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on June 30, 2000.

(g) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(h) At June 30, 2000, the cost of securities for federal income tax purposes was
$380,751,065  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                $10,648,262
Unrealized depreciation                                (14,012,296)
                                                       -----------
Net unrealized depreciation                            $(3,364,034)
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP New York Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.0%)
Name of issuer and                                                    Coupon                Principal             Value(a)
title of issue(b,c)                                                    rate                  amount

Albany County Airport  Authority Airport Revenue
   Bonds Series 1997 (FSA Insured)
   A.M.T.
<S>   <C>   <C>                                                        <C>                 <C>                    <C>
      12-15-19                                                         5.50%               $250,000               $240,468
Broome County Certificates of Participation
   Public Safety Facilities Series 1994 (MBIA Insured)
      04-01-22                                                         5.25               2,650,000              2,452,416
Buffalo Municipal Water Finance Authority Water
   System Revenue Bonds Series 1995 (FGIC Insured)
      07-01-25                                                         5.00               1,000,000                884,290
Erie County Unlimited Tax General Obligation Bonds
   Series 1995B (FGIC Insured)
      06-15-25                                                         5.50                 700,000                673,358
Erie County Water Authority Water Works System
   Revenue Bonds Series 1990A Escrowed to Maturity
   (AMBAC Insured)
      12-01-08                                                         6.00               1,765,000              1,848,979
Fallsburg Sullivan Counties Unlimited Tax General
   Obligation Pre-refunded Improvement Bonds
   Series 1991 (AMBAC Insured)
      04-01-11                                                         7.05                 325,000                337,964
      04-01-12                                                         7.05                 325,000                337,964
      04-01-13                                                         7.05                 325,000                337,964
      04-01-14                                                         7.05                 325,000                337,964
Huntington Housing Authority Senior Housing
   Facilities Revenue Bonds Gurwin Jewish Senior
   Residences Series 1999A
      05-01-39                                                         6.00               1,750,000              1,375,238
Kenmore Housing Authority
   Multi-family Housing Revenue Bonds
   State University Buffalo Student Apartments
   Series 1999A (Asset Guaranty)
      08-01-24                                                         5.50               1,000,000                931,860
Metropolitan Transportation Authority Commuter
   Facilities Revenue Bonds Series 1997B
   (AMBAC Insured)
      07-01-24                                                         5.13               1,000,000                904,730
Metropolitan Transportation Authority Commuter
   Facilities Revenue Bonds Series 1998A
   (MBIA Insured)
      07-01-24                                                         4.75               1,500,000              1,281,750
Metropolitan Transportation Authority Commuter
   Facilities Service Contract Refunding Bonds
   5th Series 1987
      07-01-16                                                         6.50               1,775,000              1,834,516
Metropolitan Transportation Authority Dedicated
   Tax Revenue Bonds Series 1998A
   (FGIC Insured)
      04-01-28                                                         4.75               1,000,000                843,580
Monroe County Airport Authority
   Airport Refunding Revenue Bonds
   Greater Rochester International Airport
   (MBIA Insured)
      01-01-16                                                         5.88               1,500,000              1,554,990
Mount Vernon Industrial Development Agency Civic
   Facilities Revenue Bonds Wartburg Senior Housing
   Incorporated Meadowview
      06-01-29                                                         6.20               1,000,000                839,540
New York & New Jersey Port Authority Special
   Obligation Revenue Bonds KIAC Partners
   4th Series 1996 A.M.T.
      10-01-19                                                         6.75               1,500,000              1,498,665
New York City Industrial Development Agency
   Civic Facilities Refunding Revenue & Improvement
   Bonds Lighthouse International Series 1998
   (MBIA Insured)
      07-01-23                                                         4.50                 200,000                163,050
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Riverdale Country
   School Series 1997 (MBIA Insured)
      06-01-17                                                         5.25               1,000,000                954,640
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Rockefeller
   Foundation Series 1993
      07-01-23                                                         5.38               2,000,000              1,934,660
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Touro College
   Series 1999A
      06-01-29                                                         6.35               1,000,000                927,200
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds Trinity Episcopal
   School Series 1997 (MBIA Insured)
      06-15-27                                                         5.25               1,000,000                920,980
New York City Industrial Development Agency
   Civic Facilities Revenue Bonds YMCA Series 1997
      08-01-16                                                         5.80               1,000,000                991,080
New York City Municipal Water Finance Authority
   Water & Sewer System Revenue Bonds
   Series 1994B Inverse Floater (MBIA Insured)
      06-15-09                                                         5.77               2,000,000(d)           1,997,500
New York City Municipal Water Finance Authority
   Water & Sewer System Revenue Bonds
   Series 1996B (MBIA Insured)
      06-15-26                                                         5.75                 500,000                497,315
New York City Transitional Finance Authority
   Future Secured Sales Tax Revenue Bonds Series 1998B
      11-15-23                                                         4.75               1,500,000              1,280,940
New York City Transitional Finance Authority
   Future Secured Sales Tax Revenue Bonds Series 1999C
      05-01-25                                                         5.50               1,000,000                959,420
New York City Unlimited Tax General Obligation
   Bonds Series 1996G
      02-01-17                                                         5.75               1,500,000              1,502,655
New York City Unlimited Tax General Obligation
   Bonds Series 1996J
      02-15-19                                                         5.88               1,000,000              1,003,270
New York City Unlimited Tax General Obligation
   Bonds Series 1999I (MBIA Insured)
      04-15-29                                                         5.00               1,000,000                877,220
New York City Unlimited Tax General Obligation
   Pre-refunded Bonds Series 1994B-1
      08-15-16                                                         7.00               1,500,000              1,640,280
North Hempstead Unlimited Tax General Obligation
   Various Purpose Bonds Series 1998A
   (FGIC Insured)
      01-15-23                                                         4.75               1,000,000                862,080
Oneida County Industrial Development Agency Civic
   Facilities Revenue Bonds Mohawk Valley
   Handicapped Services (ACA Insured)
      03-15-19                                                         5.30                 500,000                458,190
State Dormitory Authority College Revenue Bonds
   Barnard College Series 1996 (AMBAC Insured)
      07-01-16                                                         5.25               1,140,000              1,098,185
State Dormitory Authority College Revenue Bonds
   Consolidated City University System Series 1993A
      07-01-13                                                         5.75               3,000,000              3,102,870
State Dormitory Authority College Revenue Bonds
   Cooper Union Series 1996 (AMBAC Insured)
      07-01-20                                                         5.38                 860,000                820,973
State Dormitory Authority College Revenue Bonds
   Culinary Institute of America Series 1997
   (MBIA Insured)
      07-01-17                                                         5.00                 500,000                460,675
State Dormitory Authority College Revenue Bonds
   Long Island University Series 1999
   (Asset Guaranty)
      09-01-28                                                         5.25               1,400,000              1,274,378
State Dormitory Authority College Revenue Bonds
   St. Thomas Aquinas College Series 1998
   (Asset Guaranty)
      07-01-14                                                         5.00               1,125,000              1,046,655
State Dormitory Authority Pre-refunded College
   Revenue Bonds Consolidated City University
   System 3rd General Resolution 2nd Series 1994
   (MBIA Insured)
      07-01-19                                                         6.25               1,500,000              1,584,495
State Dormitory Authority Revenue Bonds
   Frances Schervier Home Series 1997
   (Asset Guaranty)
      07-01-17                                                         5.50               1,000,000                963,660
State Dormitory Authority Revenue Bonds
   NYACK Hospital Series 1996
      07-01-13                                                         6.25               1,000,000                943,070
State Dormitory Authority Revenue Bonds
   Mount Sinai Health Series 2000A
      07-01-25                                                         6.50                 500,000                515,455
State Dormitory Authority Revenue Bonds
   Pratt Institute Series 1999 (Asset Guaranty)
      07-01-20                                                         6.00               1,500,000              1,515,645
State Dormitory Authority Revenue Bonds
   St. Francis Hospital Series 1999A
   (MBIA Insured)
      07-01-29                                                         5.50               1,000,000                943,430
State Dormitory Authority State University Educational
   Facilities Refunding Revenue Bonds Series 1990B
      05-15-11                                                         7.50               1,900,000              2,177,438
State Dormitory Authority State University Educational
   Facilities Refunding Revenue Bonds Series 1993A
   (Secondary AMBAC Insured)
      05-15-15                                                         5.25               1,000,000                985,740
      05-15-19                                                         5.50               2,000,000              1,992,880
State Energy Research & Development Authority
   Gas Facilities Revenue Bonds Brooklyn Union Gas
   Series 1996 (MBIA Insured)
      01-01-21                                                         5.50               2,000,000              1,928,580
State Energy Research & Development Authority
   Pollution Control Refunding Revenue Bonds
   Rochester Gas & Electric Series 1992B
   (MBIA Insured) A.M.T.
      05-15-32                                                         6.50               2,500,000              2,548,300
State Energy Research & Development Authority
   Solid Waste Disposal Revenue Bonds
   State Electric & Gas Company Series 1993A
   (MBIA Insured) A.M.T.
      12-01-28                                                         5.70               3,000,000              2,890,050
State Environmental Facilities State Water Revolving
   Fund Pollution Control Revenue Bonds Series 1990A
      06-15-12                                                         7.50               3,000,000              3,067,470
State Local Government Assistance Pre-refunded
   Sales Tax Revenue Bonds Series 1991A
      04-01-16                                                         7.00               4,000,000              4,156,879
State Local Government Assistance Sales Tax
   Refunding Revenue Bonds Series 1997B
   (MBIA Insured)
      04-01-20                                                         4.88               1,000,000                887,680
State Local Government Assistance Sales Tax
   Revenue Bonds Series 1992C
      04-01-22                                                         5.50               1,500,000              1,433,940
State Medical Care Facilities Finance Agency Mental
   Health Services Revenue Bonds Series 1994A
   (Secondary FSA Insured)
      08-15-23                                                         5.25               1,500,000              1,381,260
State Mortgage Agency Homeowner Mortgage
   Refunding Revenue Bonds Series 1991TT
      04-01-15                                                         7.50               1,020,000              1,050,243
State Mortgage Agency Homeowner Mortgage
   Revenue Bonds 27th Series 1992
      04-01-15                                                         6.90               3,000,000              3,143,040
State Thruway Authority Local Highway & Bridge
   Service Contract Pre-refunded Revenue Bonds
   Series 1991
      01-01-11                                                         6.00               2,500,000              2,521,150
State Urban Development Capital Correctional
   Facilities Refunding Lease Revenue Bonds Series 1994A
   (FSA Insured)
      01-01-21                                                         5.25               2,500,000              2,325,025
State Urban Development Capital Correctional
   Facilities Revenue Bonds 5th Series 1995
   (MBIA Insured)
      01-01-25                                                         5.50                 750,000                716,048
Suffolk County Industrial Development Agency
   Continuing Care Retirement Revenue Bonds
   Jeffersons Ferry 1st Series 1999A
      11-01-28                                                         7.25               1,500,000              1,433,190
Triborough Bridge & Tunnel Authority General
   Purpose Pre-refunded Revenue Bonds Series 1990S
      01-01-21                                                         7.00               2,000,000              2,056,140
Triborough Bridge & Tunnel Authority Special
   Obligation Refunding Revenue Bonds Series 1991B
   (Secondary FGIC Insured)
      01-01-15                                                         6.88               2,000,000              2,060,540
Troy Municipal Assistance General Obligation
   Revenue Bonds Series 1996A (MBIA Insured)
      01-15-22                                                         5.00               1,250,000              1,115,175
Ulster County Independent Development Agency Civic
   Facilities Revenue Bonds Benedictine Hospital
   Series 1999A
      06-01-24                                                         6.45               1,950,000              1,714,967
United Nations Development Senior Lien
   Pre-refunded Revenue Bonds Series 1992A
      07-01-26                                                         6.00               4,500,000              4,748,129
Utica Industrial Development Agency Civic Facilities
   Revenue Bonds Munson-Williams-Proctor
   Series 1996A (MBIA Insured)
      07-15-16                                                         5.50                 750,000                739,770

Total municipal bonds
(Cost: $94,548,033)                                                                                            $96,829,841


Municipal note (0.2%)
Issuer (c,e)                                                       Effective               Amount                 Value(a)
yield                                                             payable at
maturity

New York City V.R. Series 1994B2
      08-15-11                                                         4.50%               $200,000               $200,000

Total municipal note
(Cost: $200,000)                                                                                                  $200,000

Total investments in securities
(Cost: $94,748,033)(f)                                                                                         $97,029,841
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --    ACA Financial Guaranty Corporation
AMBAC   --    American Municipal Bond Association Corporation
BIG     --    Bond Investors Guarantee
CGIC    --    Capital Guaranty Insurance Company
FGIC    --    Financial Guarantee Insurance Corporation
FHA     --    Federal Housing Authority
FNMA    --    Federal National Mortgage Association
FSA     --    Financial Security Assurance
GNMA    --    Government National Mortgage Association
MBIA    --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.  --    Alternative Minimum Tax-- As of June 30, 2000, the value of
              securities subject to alternative minimum tax  represented
              7.26% of net assets.
B.A.N.  --    Bond Anticipation Note
C.P.    --    Commercial Paper
R.A.N.  --    Revenue Anticipation Note
T.A.N.  --    Tax Anticipation Note
T.R.A.N.--    Tax & Revenue Anticipation Note
V.R.    --    Variable Rate
V.R.D.B.--    Variable Rate Demand Bond
V.R.D.N.--    Variable Rate Demand Note

(d)  Inverse  floaters  represent  securities  that pay  interest at a rate that
increases  (decreases)  in the same magnitude as, or in a multiple of, a decline
(increase) in market  short-term  rates.  Interest rate disclosed is the rate in
effect on June 30.

(e) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor,  if indicated in  parentheses,  after a day or a week's  notice.  The
maturity date disclosed  represents the final maturity.  Interest rate varies to
reflect current market conditions;  rate shown is the effective rate on June 30,
2000.

(f) At June 30, 2000, the cost of securities for federal income tax purposes was
$94,951,137 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                               $4,103,213
Unrealized depreciation                               (2,024,509)
                                                      ----------
Net unrealized appreciation                           $2,078,704
<PAGE>
Investments in Securities
AXP Ohio Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (97.1%)
Name of issuer and                                                    Coupon              Principal              Value(a)
title of issue(b,c)                                                    rate                 amount

Akron Bath Copley Joint Township Hospital District
   Revenue Bonds Summa Hospital Series 1998A
      11-15-24                                                         5.38%             $1,500,000             $1,173,915
Barberton Limited Tax Various Purpose General
   Obligation Bonds 1st Series 1989
      12-01-09                                                         7.35                 700,000                715,428
Bellefontaine Hospital Facility Refunding Revenue
   Bonds Mary Rutan Health Association of Logan
   County Series 1993
      12-01-13                                                         6.00               1,000,000                906,150
Buckeye Valley Local School District School
   Improvement Unlimited Tax General Obligation
   Bonds Series 1995A (MBIA Insured)
      12-01-20                                                         5.25               1,000,000                944,910
Butler County Hospital Facility Improvement
   Refunding Revenue Bonds Fort Hamilton-Hughes
   Memorial Center Series 1991
      01-01-10                                                         7.50               1,750,000              1,800,015
Carroll Water & Sewer District Unlimited Tax
   General Obligation Bonds
      12-01-10                                                         6.25                 445,000                448,275
Carroll Water & Sewer District Unlimited Tax
   General Obligation Bonds Water System
   Improvement
      12-01-10                                                         6.25                 955,000                964,264
Celina Local School District Unlimited Tax General
   Obligation Bonds Series 1996 (FGIC Insured)
      12-01-20                                                         5.25               1,000,000                948,370
Clermont County Hospital Facility Revenue Bonds
   Mercy Health System Province of Cincinnati
   Series 1989A (AMBAC Insured)
      09-01-19                                                         7.50                 170,000                175,790
Cleveland Airport Systems Revenue Bonds
   Series 1997A (FSA Insured) A.M.T.
      01-01-17                                                         5.13               1,000,000                924,920
Cleveland Waterworks Improvement 1st Mortgage
   Refunding Revenue Bonds Series F 1992B
   (AMBAC Insured)
      01-01-16                                                         6.25               1,000,000              1,037,630
Columbus Tax Increment Finance Revenue Bonds
   Easton Series 1999 (AMBAC Insured)
      12-01-24                                                         4.88               1,000,000                870,550
Coshocton County Solid Waste Disposal Refunding
   Revenue Bonds Stone Container Series 1992
      08-01-13                                                         7.88               1,000,000              1,023,540
 Cuyahoga County Health Care Facilities Refunding
   Revenue Bonds Judson Retirement Community
   Series A
      11-15-18                                                         7.25               1,000,000              1,031,160
Cuyahoga County Hospital Improvement
   Revenue Bonds Mount Sinai Medical Center Series 1991
   (AMBAC Insured)
      11-15-21                                                         6.63                 600,000                628,074
Cuyahoga County Hospital Improvement Revenue
   Bonds University Hospitals Health System
   Series 1992 (AMBAC Insured)
      01-15-11                                                         6.50                 500,000                522,760
      01-15-19                                                         5.40               1,000,000                969,240
Cuyahoga County Hospital Refunding Revenue
   Bonds Cleveland Clinic Foundation Series 1992
      11-15-11                                                         5.50               1,500,000              1,519,065
Cuyahoga County Hospital Revenue Bonds Meridia
   Health Series 1991
      08-15-23                                                         7.00               1,000,000              1,046,880
Cuyahoga County Limited Tax General
   Obligation Bonds
      05-15-13                                                         5.60                 500,000                516,670
Delaware County Sewer Improvement Limited Tax
   General Obligation Bonds
      12-01-15                                                         5.25               1,000,000                980,290
Dover Limited Tax Improvement General Obligation
   Bonds Municipal Sewer System
      12-01-09                                                         7.10               1,000,000              1,019,950
Erie County Hospital Improvement Refunding
   Revenue Bonds Firelands Community Hospital
   Series 1992
      01-01-15                                                         6.75               2,000,000              2,042,960
Franklin County Health Care Facilities Refunding
   Revenue Bonds Lutheran Senior City Incorporated
   Series 1999
      12-15-28                                                         6.13               1,250,000              1,033,900
Franklin County Multi-family Housing Refunding
   Revenue Bonds Jefferson Chase Apartments
   Series 1998B A.M.T.
      11-01-35                                                         6.40               1,000,000                897,890
Franklin County Multi-family Housing Refunding
   Revenue Bonds West Bay Apartments A.M.T.
      12-01-25                                                         6.38               1,000,000                928,400
Hamilton County Hospital Facilities Revenue
   Bonds Children's Hospital Medical Center
   Series 1998G (MBIA Insured)
      05-15-28                                                         4.75                 500,000                416,790
Hamilton County Sales Tax Revenue Bonds
   Hamilton County Football Series 1998A
   (MBIA Insured)
      12-01-17                                                         4.75               1,000,000                882,780
Hamilton County Sales Tax Revenue Bonds
   Hamilton County Football Series 1998B
   (MBIA Insured)
      12-01-27                                                         5.00               1,000,000                886,540
 Hilliard County School District Unlimited Tax
   General Obligation Bonds Series A (FGIC Insured)
      12-01-20                                                         5.00               1,000,000                909,390
Jackson County Hospital Facilities Revenue Bonds
   Consolidated Health System Jackson Hospital
   Series 1999 (Asset Guaranty)
      10-01-20                                                         6.13               1,000,000              1,010,010
Lakota Local School District Unlimited Tax
   Improvement General Obligation Bonds
   (AMBAC Insured)
      12-01-14                                                         6.25               2,000,000              2,135,860
Lorain County Hospital Facilities Refunding
   Revenue Bonds EMH Regional Medical Center
   Series 1995 (AMBAC Insured)
      11-01-21                                                         5.38               2,000,000              1,882,580
Lorain County Independent Living & Hospital
   Facilities Refunding Revenue Bonds Elyria United
   Methodist Series 1996C
      06-01-22                                                         6.88               1,000,000                970,240
Mahoning Valley Sanitary District Water
   Refunding Revenue Bonds Series 1999 (FSA Insured)
      11-15-18                                                         5.75               1,000,000              1,012,420
Marion County Health Care Facilities Improvement
   Refunding Revenue Bonds United Church Homes
   Series 1993
      11-15-10                                                         6.38                 945,000                889,585
Marysville  Sewer System 1st Mortgage  Revenue  Bonds
   Series 1988 (BIG  Insured)A.M.T.
      02-15-08                                                         7.85                 335,000                335,831
Marysville Water System Mortgage Revenue Bonds
   Series 1991 (MBIA Insured)
      12-01-21                                                         7.05               1,000,000              1,044,060
Montgomery County Hospital Facilities Refunding
   Revenue Bonds Kettering Medical Center Series 1999
      04-01-22                                                         6.75               1,000,000                960,190
Montgomery County Hospital Facility Refunding
   Revenue & Improvement Bonds Ketter Medical
   Center Series 1996 (MBIA Insured)
      04-01-26                                                         5.50                 500,000                477,450
Montgomery County Water Revenue Bonds Greater
   Moraine-Beavercreek District (FGIC Insured)
      11-15-17                                                         6.25               1,000,000              1,029,520
North Olmstead County General Obligation Bonds
   (AMBAC Insured)
      12-01-16                                                         5.00               1,500,000              1,407,180
      12-01-21                                                         5.00                 200,000                181,192
Oak Hills Local School District Unlimited Tax
   General Obligation Bonds Series 1997
   (MBIA Insured)
      12-01-25                                                         5.13               1,000,000                912,260
Orrville Electric System Refunding Revenue &
   Improvement Mortgage Bonds Series 1997
   (AMBAC Insured)
      12-01-17                                                         5.10               1,000,000                941,810
Pickerington Local School District Unlimited Tax
   General Obligation Pre-refunded Bonds
   (AMBAC Insured)
      12-01-13                                                         7.00               1,000,000              1,030,760
Rural Loraine County Water Authority Water
   Resource Improvement Pre-refunded Revenue
   Bonds Series 1991 (AMBAC Insured)
      10-01-11                                                         7.00               1,000,000              1,039,980
Stark County Health Care Facilities Refunding
   Revenue Bonds Rose Lane (GNMA/FHA Insured)
      07-20-33                                                         5.45                 215,000(e)             195,506
State Air Quality Development Authority Refunding
   Revenue Bonds JMG Funding Limited Partnership
   (AMBAC Insured) A.M.T.
      04-01-29                                                         6.38                 500,000                511,425
State Air Quality Development Authority Refunding
   Revenue Bonds Series 1994 (AMBAC Insured)
   A.M.T.
      01-01-29                                                         6.38               2,000,000              2,045,700
State Air Quality Development Authority Revenue
   Bonds Columbus & Southern Series A
   (FGIC Insured)
      12-01-20                                                         6.38               1,000,000              1,032,080
State Department of Administrative Services
   Certificate of Participation Ohio Center Series 1998
   (AMBAC Insured)
      07-15-28                                                         5.00                 550,000                485,386
State Housing Finance Agency Mortgage Revenue
   Bonds Aristocrat South Board & Care Series 1991A
   (FHA Insured) A.M.T.
      08-01-31                                                         7.30               1,500,000              1,542,885
State Housing Finance Agency Single Family
   Mortgage Revenue Bonds Series 1990C
   (GNMA Insured) A.M.T.
      09-01-21                                                         7.85                 380,000                388,474
State Municipal Electric Generation Agency
   Revenue Bonds Joint Venture 5 (AMBAC Insured)
      02-15-24                                                         5.38               2,000,000              1,898,660
State Turnpike Commission Revenue Bonds Series 1994A
      02-15-24                                                         5.75               1,000,000              1,049,070
State Turnpike Commission Revenue Bonds Series 1996A
   (MBIA Insured)
      02-15-26                                                         5.50               1,000,000              1,046,880
State Turnpike Commission Revenue Bonds Series 1998B
   (FGIC Insured)
      02-15-24                                                         4.50               1,000,000                819,420
      02-15-28                                                         4.75                 800,000                675,208
State Valley School District School Improvement
   Unlimited Tax General Obligation Bonds Counties
   of Adams & Highland Series 1995 (MBIA Insured)
      12-01-21                                                         5.25               2,000,000              1,882,320
State Water & Air Quality Development Authority
   Pollution Control Refunding Revenue Bonds
   Cleveland Electric Illuminating Series 1995
      08-01-25                                                         7.70               1,000,000              1,053,870
 State Water & Air Quality  Development  Authority
   Pollution  Control Refunding
   Revenue Bonds Toledo Edison Series 1994A A.M.T.
      10-01-23                                                         8.00               1,000,000              1,061,230
State Water & Air Quality Development Authority
   Pollution Control Refunding Revenue Bonds
   Pure Water (AMBAC Insured)
      12-01-18                                                         5.50                 750,000                740,565
State Water & Air Quality Development Authority
   Solid Waste Disposal Revenue Bonds Northstar
   BHP Steel LLC-Cargill
   Series 1995 A.M.T.
      09-01-20                                                         6.30                 500,000                507,540
University of Cincinnati Certificates of Participation
   Student Recreation Center (MBIA Insured)
      06-01-24                                                         5.13               1,000,000                907,460
Warren County Various Purpose Limited Tax
   General Obligation Bonds Series 1992
      12-01-12                                                         6.10                 500,000                542,680
Youngstown State University General Receipts
   College Revenue Bonds Series 1998
   (AMBAC Insured)
      12-15-16                                                         4.75               1,000,000                895,460

Total municipal bonds
(Cost: $63,691,555)                                                                                            $64,709,243


Municipal notes (1.4%)
Issuer(c,d)                                                        Effective               Amount                 Value(a)
                                                                    yield                payable at
                                                                                          maturity

State Air Quality Development Authority
   Revenue Bonds Cincinnati Gas & Electric V.R.
   Series 1995A
      09-01-30                                                         4.50%               $300,000               $300,000
State Water & Air Quality Development Authority
   Pollution Control Refunding Revenue Bonds
   Toldeo Edison Series V.R.
      04-01-24                                                         4.55                 600,000                600,000

Total municipal notes
(Cost: $900,000)                                                                                                  $900,000

Total investments in securities
(Cost: $64,591,555)(f)                                                                                         $65,609,243
</TABLE>
<PAGE>
Notes to investments in securities

(a) Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --    ACA Financial Guaranty Corporation
AMBAC   --    American Municipal Bond Association Corporation
BIG     --    Bond Investors Guarantee
CGIC    --    Capital Guaranty Insurance Company
FGIC    --    Financial Guarantee Insurance Corporation
FHA     --    Federal Housing Authority
FNMA    --    Federal National Mortgage Association
FSA     --    Financial Security Assurance
GNMA    --    Government National Mortgage Association
MBIA    --    Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.  --    Alternative Minimum Tax-- As of June 30, 2000, the value of
              securities subject to alternative minimum tax  represented
              13.72% of net assets.
B.A.N.  --    Bond Anticipation Note
C.P.    --    Commercial Paper
R.A.N.  --    Revenue Anticipation Note
T.A.N.  --    Tax Anticipation Note
T.R.A.N.--    Tax & Revenue Anticipation Note
V.R.    --    Variable Rate
V.R.D.B.--    Variable Rate Demand Bond
V.R.D.N.--    Variable Rate Demand Note

(d) The Fund is entitled to receive  principal  amount from issuer or  corporate
guarantor,  if indicated in  parentheses,  after a day or a week's  notice.  The
maturity date disclosed  represents the final maturity.  Interest rate varies to
reflect current market conditions;  rate shown is the effective rate on June 30,
2000.

(e) Partially  pledged as initial  margin deposit on the following open interest
rate futures contracts (see Note 5 to the financial statements):

Type of security                                   Notional amount
Purchase contracts
Municipal Bonds, Sept. 2000                          $1,500,000

(f) At June 30, 2000, the cost of securities for federal income tax purposes was
$64,591,555 and the aggregate gross  unrealized  appreciation  and  depreciation
based on that cost was:

Unrealized appreciation                                  $2,283,645
Unrealized depreciation                                  (1,265,957)
                                                         ----------
Net unrealized appreciation                              $1,017,688
<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP SPECIAL TAX-EXEMPT SERIES TRUST

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments in securities,  of AXP Insured  Tax-Exempt  Fund (a
fund within AXP Special  Tax-Exempt  Series Trust) as of June 30, 2000,  and the
related  statement of operations  for the year then ended and the  statements of
changes in net assets for each of the years in the  two-year  period  ended June
30, 2000,  and the financial  highlights  for each of the years in the five-year
period  ended  June 30,  2000.  These  financial  statements  and the  financial
highlights are the  responsibility of fund management.  Our responsibility is to
express an opinion on these  financial  statements and the financial  highlights
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and the financial  highlights are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities  owned as of June 30, 2000 by  correspondence  with the custodian and
brokers.  An audit also includes  assessing the accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of AXP Insured Tax-Exempt Fund as
of June 30, 2000, and the results of its  operations,  changes in its net assets
and the  financial  highlights  for the  periods  stated in the first  paragraph
above, in conformity with accounting principles generally accepted in the United
States of America.



KPMG LLP
Minneapolis, Minnesota
August 4, 2000

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Insured Tax-Exempt Fund

June 30, 2000

Assets
Investments in securities, at value (Note 1)
<S>                 <C>                                                    <C>
   (identified cost $401,122,613)                                          $416,239,829
Accrued interest receivable                                                   6,255,482
                                                                              ---------
Total assets                                                                422,495,311
                                                                            ===========

Liabilities
Dividends payable to shareholders                                               532,888
Disbursement in excess of cash on demand deposit                                 83,282
Accrued investment management services fee                                        5,179
Accrued distribution fee                                                          3,917
Accrued transfer agency fee                                                         568
Accrued administrative services fee                                                 460
Other accrued expenses                                                           65,443
                                                                                 ------
Total liabilities                                                               691,737
                                                                                -------
Net assets applicable to outstanding shares                                $421,803,574
                                                                           ============

Represented by
Shares of beneficial interest-- $.01 par value (Note 1)                    $    799,463
Additional paid-in capital                                                  420,856,772
Undistributed net investment income                                              19,659
Accumulated net realized gain (loss) (Note 6)                               (14,932,592)
Unrealized appreciation (depreciation) on investments (Note 5)               15,060,272
                                                                             ----------
Total-- representing net assets applicable to outstanding shares           $421,803,574
                                                                           ============
Net assets applicable to outstanding shares:  Class A                      $371,240,217
                                              Class B                      $ 50,560,066
                                              Class C                      $      2,001
                                              Class Y                      $      1,290
Net asset value per share of outstanding capital shares:
                                              Class A shares 70,363,101    $       5.28
                                              Class B shares  9,582,582    $       5.28
                                              Class C shares        379    $       5.28
                                              Class Y shares        245    $       5.27

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Insured Tax-Exempt Fund

Year ended June 30, 2000

Investment income
Income:
<S>                                                                         <C>
Interest                                                                    $27,259,689
                                                                            -----------
Expenses (Note 2):
Investment management services fee                                            2,051,734
Distribution fee
   Class A                                                                      999,868
   Class B                                                                      559,926
Transfer agency fee                                                             207,935
Incremental transfer agency fee
   Class A                                                                       20,527
   Class B                                                                        4,853
Service fee-- Class Y                                                                 1
Administrative services fees and expenses                                       179,492
Compensation of board members                                                     8,338
Custodian fees                                                                   36,293
Printing and postage                                                             16,057
Registration fees                                                                39,128
Audit fees                                                                       18,750
Other                                                                             6,612
                                                                                  -----
Total expenses                                                                4,149,514
   Earnings credits on cash balances (Note 2)                                   (31,196)
                                                                                -------
Total net expenses                                                            4,118,318
                                                                              =========
Investment income (loss) -- net                                              23,141,371
                                                                             ----------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions (Note 3)                                              (217,748)
   Financial futures contracts                                                 (675,579)
                                                                               --------
Net realized gain (loss) on investments                                        (893,327)
Net change in unrealized appreciation (depreciation) on investments         (15,509,217)
                                                                            -----------
Net gain (loss) on investments                                              (16,402,544)
                                                                            -----------
Net increase (decrease) in net assets resulting from operations            $  6,738,827
                                                                           ============

See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP Insured Tax-Exempt Fund

Year ended June 30,                                             2000          1999

Operations and distributions
<S>                                                       <C>           <C>
Investment income (loss) -- net                           $  23,141,371 $  24,414,236
Net realized gain (loss) on investments                        (893,327)      734,137
Net change in unrealized appreciation (depreciation)
  on investments                                            (15,509,217)  (16,718,013)
                                                            -----------   -----------
Net  increase  (decrease)  in  net  assets  resulting
  from  operations                                            6,738,827     8,430,360
                                                              ---------     ---------
Distributions to shareholders from:
   Net investment income
      Class A                                               (20,651,675)  (22,223,076)
      Class B                                                (2,469,043)   (2,197,167)
      Class Y                                                       (67)          (68)
   Net realized gain
      Class A                                                   (13,944)     (922,787)
      Class B                                                    (1,999)     (107,713)
      Class Y                                                       --             (3)
                                                                -------       -------
Total distributions                                         (23,136,728)  (25,450,814)
                                                            -----------   -----------

Share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                                   51,355,556    58,225,005
   Class B shares                                            12,616,924    23,201,849
   Class C shares                                                 2,000            --
Reinvestment of distributions at net asset value
   Class A shares                                            14,115,414    15,818,861
   Class B shares                                             1,849,298     1,774,014
   Class Y shares                                                    67            70
Payments for redemptions
   Class A shares                                          (119,214,000)  (74,499,480)
   Class B shares (Note 2)                                  (22,388,458)   (6,558,443)
                                                            -----------    ----------
Increase (decrease) in net assets from share transactions   (61,663,199)   17,961,876
                                                            -----------    ----------
Total increase (decrease) in net assets                     (78,061,100)      941,422
Net assets at beginning of year                             499,864,674   498,923,252
                                                            -----------   -----------
Net assets at end of year                                  $421,803,574  $499,864,674
                                                           ------------  ------------
Undistributed (excess of distributions over)
  net investment income                                    $     19,659  $       (493)

See accompanying notes to financial statements.
</TABLE>
<PAGE>

Notes to Financial Statements

AXP Insured Tax-Exempt Fund

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AXP Special  Tax-Exempt  Series Trust was organized as a Massachusetts  business
trust on April 7, 1986. AXP Special  Tax-Exempt  Series Trust is a "series fund"
that is  currently  composed  of six  individual  funds,  including  AXP Insured
Tax-Exempt Fund. The Fund is registered under the Investment Company Act of 1940
(as amended) as a diversified,  open-end management investment company. The Fund
has unlimited authorized shares of beneficial interest.

Class C shares of the Fund were offered to the public on June 26, 2000. Prior to
this date, American Express Financial Corporation (AEFC) purchased 379 shares of
capital stock,  which  represented  the initial  capital in Class C at $5.28 per
share.

The Fund invests  primarily in securities that are insured as to their scheduled
payment of principal  and interest  for at least as long as the  securities  are
held in the Fund. Insured securities fluctuate in market value as interest rates
change.

The Fund offers Class A, Class B, Class C and Class Y shares.

o  Class A shares are sold with a front-end sales charge.
o  Class B shares may be subject to a contingent  deferred  sales charge  (CDSC)
   and automatically convert to Class A shares during the ninth calendar year of
   ownership.
o  Class C shares may be subject to a CDSC.
o  Class Y  shares  have no  sales  charge  and are  offered  only to qualifying
   institutional investors.

All classes of shares have identical  voting,  dividend and liquidation  rights.
The  distribution  fee,  incremental  transfer agency fee and service fee (class
specific  expenses)  differ among classes.  Income,  expenses  (other than class
specific  expenses) and realized and  unrealized  gains or losses on investments
are allocated to each class of shares based upon its relative net assets.

The Fund's significant accounting policies are summarized below:

Use of estimates
Preparing financial  statements that conform to accounting  principles generally
accepted in the United States of America  requires  management to make estimates
(e.g., on assets and liabilities) that could differ from actual results.

Valuation of securities
All securities are valued at the close of each business day.  Securities  traded
on national  securities  exchanges  or included in national  market  systems are
valued at the last quoted sales price.  Debt securities are generally  traded in
the  over-the-counter  market and are valued at a price that reflects fair value
as quoted by dealers in these  securities or by an independent  pricing service.
Securities for which market  quotations are not readily  available are valued at
fair value according to methods selected in good faith by the board.  Short-term
securities  maturing in more than 60 days from the valuation  date are valued at
the market price or approximate  market value based on current  interest  rates;
those maturing in 60 days or less are valued at amortized cost.

Option transactions
To produce  incremental  earnings,  protect  gains,  and  facilitate  buying and
selling of securities  for  investments,  the Fund may buy and sell put and call
options and write covered call options on portfolio  securities as well as write
cash-secured  put  options.  The risk in writing a call  option is that the Fund
gives  up the  opportunity  for  profit  if the  market  price  of the  security
increases. The risk in writing a put option is that the Fund may incur a loss if
the market price of the security decreases and the option is exercised. The risk
in buying an option is that the Fund pays a premium whether or not the option is
exercised. The Fund also has the additional risk of being unable to enter into a
closing  transaction if a liquid  secondary market does not exist. The Fund also
may write over-the-counter  options where completing the obligation depends upon
the credit standing of the other party.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized appreciation or depreciation is recorded. The Fund will
realize a gain or loss when the  option  transaction  expires  or  closes.  When
options on debt  securities  or futures are  exercised,  the Fund will realize a
gain or loss.  When other  options are  exercised,  the  proceeds on sales for a
written call option, the purchase cost for a written put option or the cost of a
security for a purchased put or call option is adjusted by the amount of premium
received or paid.

Futures transactions
To gain exposure to or protect itself from market changes,  the Fund may buy and
sell financial futures  contracts.  Risks of entering into futures contracts and
related  options include the possibility of an illiquid market and that a change
in the value of the  contract or option may not  correlate  with  changes in the
value of the underlying securities.

Upon entering into a futures  contract,  the Fund is required to deposit  either
cash or securities in an amount (initial  margin) equal to a certain  percentage
of the  contract  value.  Subsequent  payments  (variation  margin)  are made or
received by the Fund each day. The  variation  margin  payments are equal to the
daily  changes in the contract  value and are recorded as  unrealized  gains and
losses.  The Fund recognizes a realized gain or loss when the contract is closed
or expires.

Federal taxes
The Fund's  policy is to comply with all sections of the  Internal  Revenue Code
that apply to regulated investment companies and to distribute substantially all
of its taxable income to  shareholders.  No provision for income or excise taxes
is thus required.

Net  investment  income  (loss) and net realized  gains  (losses) may differ for
financial  statement and tax purposes  primarily  because of deferred  losses on
certain futures  contracts and losses deferred due to "wash sale"  transactions.
The character of distributions  made during the year from net investment  income
or net  realized  gains may differ  from  their  ultimate  characterization  for
federal income tax purposes.  Also, due to the timing of dividend distributions,
the fiscal year in which amounts are  distributed  may differ from the year that
the income or realized gains (losses) were recorded by the Fund.

On the statement of assets and liabilities, as a result of permanent book-to-tax
differences,  undistributed net investment income has been decreased by $434 and
accumulated net realized loss has been decreased by $434.

Dividends to shareholders
Dividends from net investment  income,  declared daily and payable monthly,  are
reinvested  in  additional  shares of the Fund at net asset  value or payable in
cash. Capital gains, when available,  are distributed along with the last income
dividend of the calendar year.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Interest  income,  including  level-yield  amortization  of  premium  and
discount, is accrued daily.

As of June 30, 2000, AEFC owned 245 Class Y shares.

2. EXPENSES AND SALES CHARGES
The Fund has an agreement with American Express Financial  Corporation (AEFC) to
manage its portfolio and provide  administrative  services.  Under an Investment
Management  Services  Agreement,   AEFC  determines  which  securities  will  be
purchased,  held or sold.  The  management  fee is a  percentage  of the  Fund's
average daily net assets in reducing percentages from 0.45% to 0.35% annually.

Under  an  Administrative  Services  Agreement,  the  Fund  pays  AEFC a fee for
administration  and  accounting  services at a percentage of the Fund's  average
daily net assets in reducing  percentages from 0.04% to 0.02% annually.  A minor
portion  of  additional  administrative  service  expenses  paid by the Fund are
consultants' fees and fund office expenses.  Under this agreement, the Fund also
pays  taxes,  audit  and  certain  legal  fees,  registration  fees for  shares,
compensation  of board  members,  corporate  filing fees and any other  expenses
properly payable by the Fund and approved by the board.

Under a separate  Transfer  Agency  Agreement,  American  Express Client Service
Corporation (AECSC) maintains  shareholder  accounts and records.  The Fund pays
AECSC an annual fee per shareholder account for this service as follows:

o Class A $19.50
o Class B $20.50
o Class C $20.00
o Class Y $17.50

The Fund has  agreements  with  American  Express  Financial  Advisors Inc. (the
Distributor)  for  distribution  and  shareholder  services.  Under  a Plan  and
Agreement of Distribution, the Fund pays a distribution fee at an annual rate up
to 0.25% of the Fund's average daily net assets  attributable  to Class A shares
and up to 1.00% for Class B and Class C shares.

Under a Shareholder  Service Agreement,  the Fund's Class Y shares pay a fee for
service  provided to  shareholders  by financial  advisors  and other  servicing
agents. The fee is calculated at a rate of 0.10% of the Fund's average daily net
assets attributable to Class Y shares.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$553,632 for Class A and $145,724 for Class B for the year ended June 30, 2000.

During the year ended June 30, 2000,  the Fund's  custodian and transfer  agency
fees were reduced by $31,196 as a result of earnings credits from overnight cash
balances.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations) aggregated $39,831,685 and $102,673,810, respectively, for the year
ended June 30, 2000.  Realized  gains and losses are determined on an identified
cost basis.

4. SHARE TRANSACTIONS
Transactions in shares of the Fund for the years indicated are as follows:

                                                Year ended June 30, 2000
                                      Class A       Class B    Class C*  Class Y
Sold                               9,803,655      2,395,776       379       --
Issued for reinvested distributions2,692,227        352,727       --        13
Redeemed                         (22,826,419)    (4,278,972)      --        --
                                 -----------     ----------      ----      ----
Net increase (decrease)          (10,330,537)    (1,530,469)      379       13

*Inception date was June 26, 2000.

                                                Year ended June 30, 1999
                                      Class A       Class B     Class C  Class Y
Sold                              10,339,760      4,119,334       N/A      --
Issued for reinvested distributions2,813,067        315,747       N/A      12
Redeemed                         (13,244,629)    (1,174,064)      N/A      --
                                 -----------     ----------     ------    ----
Net increase (decrease)              (91,802)     3,261,017       N/A      12

5. INTEREST RATE FUTURES CONTRACTS
As of June 30, 2000,  investments in securities  included  securities  valued at
$42,818 that were pledged as collateral to cover initial  margin  deposits on 25
open sales  contracts.  The market value of the open sales  contracts as of June
30, 2000, was $2,392,969 with a net unrealized loss of $56,944.  See "Summary of
significant accounting policies."

6. CAPITAL LOSS CARRY-OVER
For federal  income tax  purposes,  the Fund has a capital  loss  carry-over  of
$3,344,398 as of June 30, 2000, that if not offset by capital gains, will expire
in 2008 through 2009. It is unlikely the board will authorize a distribution  of
any net realized  capital gains until the available  capital loss carry-over has
been offset or expires.

7. BANK BORROWINGS
The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the  aggregate  of 333% of advances  equal to or less than five  business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to  participate  with other  American  Express  mutual  funds,  permits
borrowings  up to $200 million,  collectively.  Interest is charged to each Fund
based on its  borrowings at a rate equal to the Federal Funds Rate plus 0.30% or
the Eurodollar Rate (Reserve Adjusted) plus 0.20%.  Borrowings are payable up to
90 days after such loan is executed.  The Fund also pays a commitment  fee equal
to its pro rata share of the amount of the  credit  facility  at a rate of 0.05%
per annum. The Fund had no borrowings outstanding during the year ended June 30,
2000.

<PAGE>
<TABLE>
<CAPTION>

8. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.

Fiscal period ended June 30,
Per share income and capital changesa

                                                         Class A

                                        2000      1999      1998       1997       1996

<S>                                    <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period   $5.44     $5.63     $5.51      $5.43      $5.40

Income from investment operations:

Net investment income (loss)             .27       .27       .28        .30        .30

Net gains (losses) (both realized
and unrealized)                         (.16)     (.18)      .13        .07        .03

Total from investment operations         .11       .09       .41        .37        .33

Less distributions:

Dividends from net investment income    (.27)     (.27)     (.29)      (.29)      (.28)

Distributions from realized gains         --      (.01)       --         --       (.02)

Total distributions                     (.27)     (.28)     (.29)      (.29)      (.30)

Net asset value, end of period         $5.28     $5.44     $5.63      $5.51      $5.43


Ratios/supplemental data

Net assets, end of period (in millions) $371      $439      $455       $462       $491

Ratio of expenses to average daily
net assetsb                             .82%      .75%      .73%       .74%       .75%

Ratio of net investment income (loss)
to average daily net assets            5.16%     4.87%     5.09%      5.42%      5.16%

Portfolio turnover rate (excluding
short-term securities)                    9%       13%       17%        33%        52%

Total returnc                          2.13%     1.74%     7.60%      7.08%      6.26%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended June 30,
Per share income and capital changesa

                                                          Class B

                                        2000      1999      1998       1997       1996

<S>                                    <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period   $5.44     $5.63     $5.51      $5.43      $5.40

Income from investment operations:

Net investment income (loss)             .23       .23       .24        .25        .26

Net gains (losses) (both realized
and unrealized)                         (.16)     (.18)      .13        .08        .03

Total from investment operations         .07       .05       .37        .33        .29

Less distributions:

Dividends from net investment income    (.23)     (.23)     (.25)      (.25)      (.24)

Distributions from realized gains         --      (.01)       --         --       (.02)

Total distributions                     (.23)     (.24)     (.25)      (.25)      (.26)

Net asset value, end of period         $5.28     $5.44     $5.63      $5.51      $5.43

Ratios/supplemental data

Net assets, end of period (in millions)  $51       $61       $44        $31        $21

Ratio of expenses to average daily
net assetsb                            1.57%     1.51%     1.49%      1.50%      1.51%

Ratio of net investment income (loss)
to average daily net assets            4.41%     4.13%     4.34%      4.71%      4.42%

Portfolio turnover rate (excluding
short-term securities)                    9%       13%       17%        33%        52%

Total returnc                          1.35%      .99%     6.80%      6.26%      5.46%

a For a share outstanding throughout the period. Rounded to the nearest cent.
b Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>

Fiscal period ended June 30,
Per share income and capital changesa

                                      Class C

                                       2000b

Net asset value, beginning of period   $5.27

Income from investment operations:

Net investment income (loss)              --

Net gains (losses) (both
realized and unrealized)                 .01

Total from investment operations         .01

Less distributions:

Dividends from net investment income      --

Distributions from realized gains         --

Total distributions                       --

Net asset value, end of period         $5.28


Ratios/supplemental data

Net assets, end of period (in millions)$  --

Ratio of expenses to average
daily net assetsd                      1.57%c

Ratio of net investment income
(loss) to average daily net assets     5.22%c

Portfolio turnover rate (excluding
short-term securities)                    9%

Total returne                           .19%

a For a share outstanding  throughout the period. Rounded to the nearest cent.
b Inception date was June 26, 2000.
c Adjusted to an annual basis.
d 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 INSURED TAX-EXEMPT FUND

Fiscal period ended June 30,
Per share income and capital changesa

                                                          Class Y

                                        2000      1999      1998       1997       1996

<S>                                    <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period   $5.44     $5.64     $5.52      $5.44      $5.41

Income from investment operations:

Net investment income (loss)             .28       .30       .29        .30        .31

Net gains (losses) (both realized
and unrealized)                         (.17)     (.19)      .13        .08        .03

Total from investment operations         .11       .11       .42        .38        .34

Less distributions:

Dividends from net investment income    (.28)     (.30)     (.30)      (.30)      (.29)

Distributions from realized gains         --      (.01)       --         --       (.02)

Total distributions                     (.28)     (.31)     (.30)      (.30)      (.31)

Net asset value, end of period         $5.27     $5.44     $5.64      $5.52      $5.44

Ratios/supplemental data

Net assets, end of period (in millions)  $--       $--       $--        $--        $--

Ratio of expenses to average daily
net assetsb                             .67%      .60%      .48%       .58%       .57%

Ratio of net investment income (loss)
to average daily net assets            5.33%     5.01%     5.30%      5.78%      5.32%

Portfolio turnover rate (excluding
short-term securities)                    9%       13%       17%        33%        52%

Total return                           2.30%     1.87%     7.73%      7.25%      6.40%

a For a share outstanding throughout the period. Rounded to the nearest cent.
d Expense  ratio is based on total  expenses  of the Fund  before  reduction  of
  earnings credits on cash balances.
c Total return does not reflect payment of a sales charge.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Investments in Securities

AXP Insured Tax-Exempt Fund
June 30, 2000

(Percentages represent value of investments compared to net assets)

Municipal bonds (98.7%)
Name of issuer and                            Coupon       Principal           Value(a)
title of issue(b,c)                            rate          amount

Alabama (1.5%)
Jefferson County Capital Improvement
   Sewer Revenue Bonds Series 1999A (FGIC Insured)
<S>   <C>   <C>                                <C>        <C>                <C>
      02-01-33                                 5.00%      $2,000,000         $1,732,960
      02-01-39                                 5.13        3,000,000          2,623,140
Mobile General Obligation Capital Improvement Warrants
   Convention Center Pre-refunded Bonds Series 1990
   (AMBAC Insured)
      08-15-20                                 7.13        2,000,000          2,046,580
Total                                                                         6,402,680

Alaska (2.2%)
North Slope Borough Capital Appreciation
   Unlimited General Obligation Bonds
   Zero Coupon Series 1995A (MBIA Insured)
      06-30-06                                 5.61        5,300,000(d)       3,876,844
North Slope Borough General Obligation Bonds
   Zero Coupon Series 1996B (MBIA Insured)
      06-30-07                                 5.72        8,000,000(d)       5,535,760
Total                                                                         9,412,604

Arizona (1.6%)
Chandler Water & Sewer Refunding Revenue Bonds
   Series 1991 (FGIC Insured)
      07-01-12                                 7.00        1,250,000          1,289,900
Health Facilities Authority Hospital System
   Refunding Revenue Bonds Phoenix Baptist Hospital
   Series 1992 (MBIA Insured)
      09-01-11                                 6.25        1,650,000          1,717,469
Phoenix Civic Improvement Wastewater System Lease
   Refunding Revenue Bonds (Secondary MBIA Insured)
      07-01-23                                 4.75        4,500,000          3,873,375
Total                                                                         6,880,744

California (11.7%)
Delta Counties Home Mortgage  Finance  Authority  Single Family Mortgage Revenue
   Bonds Series 1998A (MBIA Insured) A.M.T.
      06-01-24                                 6.70          810,000            853,011
Desert Sands Unified School District Convertible Capital
   Appreciation Certificates Zero Coupon Series 1995
   (FSA Insured)
      03-01-01                                 6.45        3,000,000(g)       3,040,350
Eastern Municipal Water District Riverside County
   Water & Sewer Pre-refunded Revenue
   Certificates of Participation Series 1991 (FGIC Insured)
      07-01-20                                 6.50        5,460,000          5,690,084
Fontana Unified School District
   San Bernardino County General Obligation
   Convertible Capital Appreciation Bonds
   Series 1995C (FGIC Insured)
      05-01-20                                 6.15        6,000,000          6,254,160
Fresno Health Facility Revenue Bonds Holy Cross-St. Agnes
   (Secondary MBIA Insured)
      06-01-21                                 6.63        2,000,000          2,123,100
Los Angeles Department of Water & Power Waterworks
   Refunding Revenue Bonds
   Second Issue (Secondary FGIC Insured)
      05-15-23                                 4.50        1,520,000          1,262,938
Northern California Transmission Select Auction
   Variable Rate Security & Residual Interest
   Revenue Bonds (MBIA Insured)
      04-29-24                                 5.50        2,500,000(f)       2,412,950
Oceanside Certificate of Participation Refunding Bonds
   Oceanside Civic Center (MBIA Insured)
      08-01-19                                 5.25        1,730,000          1,667,322
Rural Home Mortgage Financing Authority Single Family Mortgage Revenue Bonds 3rd
   Series 1997A (GNMA Insured) A.M.T.
      09-01-29                                 7.00        1,425,000          1,613,542
San Diego County Certificate of Participation Regional
   Authority Bonds Mt. Tower Series 1991
   (MBIA Insured)
      11-18-19                                 6.36        9,000,000          9,259,019
San Jose Redevelopment Agency Merged Area
   Redevelopment Tax Allocation Bonds
   Series 1993 (MBIA Insured)
      08-01-24                                 4.75        2,400,000          2,080,608
San Mateo County Joint Power Financing Authority
   Lease Revenue Bonds San Mateo County Health Center
   Series 1994A (FSA Insured)
      07-15-22                                 5.75        1,500,000          1,601,670
State Public Works Board Lease Revenue Bonds
   Department of Correction Substance Abuse Treatment
   Facility & State Prison at Corcoran Series 1996A
   (AMBAC Insured)
      01-01-21                                 5.25        2,000,000          1,905,920
State Public Works Board Lease Revenue Bonds
   University of California Series 1992A (AMBAC Insured)
      12-01-16                                 6.40        2,000,000          2,134,880
State Unlimited Tax General Obligation Bonds
   (Secondary FGIC Insured)
      09-01-23                                 4.75        2,100,000          1,820,742
Statewide Community Development Authority
   Certificate of Participation
   Sutter Health Obligated Group (MBIA Insured)
      08-15-22                                 5.50        5,750,000          5,598,948
Total                                                                        49,319,244

Colorado (2.2%)
Denver City & County Airport Revenue Bonds Series 1995B (MBIA Insured) A.M.T.
      11-15-17                                 5.75        4,290,000          4,297,336
Denver City & County Airport Revenue Bonds Series 1998A (FSA Insured) A.M.T.
      11-15-25                                 5.00        2,000,000          1,738,560
Douglas County School District General Obligation
   Improvement Bonds Series 1994A (MBIA Insured)
      12-15-16                                 6.50        1,500,000          1,596,600
Larimer, Weld & Boulder Counties School District R-2J
   Thompson Unlimited General Obligation Capital
   Appreciation Bonds Zero Coupon Series 1997  (FGIC Insured)
      12-15-11                                 5.45        2,000,000(d)       1,056,260
      12-15-12                                 5.50        1,400,000(d)         692,566
Total                                                                         9,381,322

Delaware (0.3%)
Health Facilities Authority Refunding Revenue Bonds
   Medical Center of Delaware Series 1989 (MBIA Insured)
      10-01-15                                 7.00        1,000,000          1,082,820
District of Columbia (1.9%)
Association of American Medical Colleges
   College Revenue Bonds Series 1997A
   (AMBAC Insured)
      02-15-27                                 5.38        2,500,000          2,333,550
Washington D.C. Convention Center Authority
   Dedicated Tax Revenue Bonds Senior Lien
   (AMBAC Insured)
      10-01-28                                 4.75        6,900,000          5,695,191
Total                                                                         8,028,741

Florida (1.0%)
Alachua County Public Improvement
   Refunding Revenue Bonds
   (FSA Insured)
      08-01-21                                 5.13        2,000,000          1,848,280
Department of Transportation Turnpike Revenue Bonds
   Series 1991A (AMBAC Insured)
      07-01-20                                 6.25        1,250,000          1,273,175
State Correctional Privatization Commission
   Certificate of Participation 350 Bed Youthful Columbia
   Series 1995A (AMBAC Insured)
      08-01-17                                 5.00        1,000,000            931,380
Total                                                                         4,052,835

Georgia (3.6%)
Chatham County Hospital Authority Revenue Bonds
   Memorial Medical Center Series 1990A (MBIA Insured)
      01-01-21                                 7.00        4,500,000          4,647,644
Cherokee County Water & Sewer Authority
   Water & Sewer Revenue Bonds Series 1995
   (MBIA Insured)
      08-01-25                                 5.20        4,935,000          4,630,264
Fulton County Water & Sewer Revenue Bonds
   (FGIC Insured)
      01-01-14                                 6.38        3,250,000          3,582,832
Richmond County Water & Sewer Refunding Revenue
   Improvement Bonds Series 1996A (FGIC Insured)
      10-01-28                                 5.25        2,500,000          2,314,075
Total                                                                        15,174,815

Hawaii (0.7%)
Harbor System Revenue Bonds
   Series 1997 (MBIA Insured) A.M.T.
      07-01-27                                 5.50        1,000,000            926,650
State Airports Systems Refunding Revenue Bonds
   Series 2000B (FGIC Insured) A.M.T.
      07-01-20                                 6.00        2,000,000          2,019,240
Total                                                                         2,945,890

Illinois (6.1%)
Chicago O'Hare International Airport
   General Revenue Bonds Series 1990A
   (AMBAC Insured) A.M.T.
      01-01-16                                 7.50        1,045,000          1,068,356
Chicago Public Building Commission
   Pre-refunded Revenue Bonds Series 1990A  (MBIA Insured)
      01-01-15                                 7.13        5,000,000          5,121,400
Chicago Reform Board of Trustees
   Board of Education Unlimited Tax General Obligation
   Refunding Bonds Dedicated Tax Revenue
   Zero Coupon Series 1999A (FGIC Insured)
      12-01-21                                 5.27       10,465,000(d)       2,865,317
Cook County Consolidated High School
   District 200 Limited Tax General Obligation Bonds
   Oak Park Zero Coupon Series 1998 (FSA Insured)
      12-01-15                                 5.60        7,190,000(d)       2,906,989
      12-01-17                                 5.62        3,750,000(d)       1,321,050
McHenry County Community High School District
   157 Unlimited Tax Capital Appreciation General
   Obligation Bonds Zero Coupon Series 1998 (FSA Insured)
      12-01-17                                 5.60        5,790,000(d)       2,039,701
Southern Illinois University Housing & Auxiliary
   Facilities System Revenue Bonds
   Zero Coupon Series 1999A (MBIA Insured)
      04-01-26                                 5.55        4,000,000(d)         842,720
St. Clair County Public Community Building
   Capital Appreciation Revenue Bonds
   Zero Coupon Series 1997B (FGIC Insured)
      12-01-14                                 5.95        2,000,000(d)         884,380
St. Clair County Unlimited Tax Capital Appreciation
   General Obligation Bonds Zero Coupon
   Series 1999 (FGIC Insured)
      10-01-16                                 5.58        4,710,000(d)       1,842,222
      10-01-17                                 5.58        6,745,000(d)       2,465,163
      10-01-18                                 5.80        6,935,000(d)       2,303,668
      10-01-19                                 5.80        7,060,000(d)       2,187,259
Total                                                                        25,848,225

Indiana (3.2%)
Crown Point Multi-School Building
   1st Mtge Revenue Bonds
   Zero Coupon (MBIA Insured)
      01-15-25                                 6.59        8,230,000(d)       1,870,103
Fort Wayne Hospital Authority Revenue Bonds
   Parkview Health System (MBIA Insured)
      11-15-28                                 4.75        2,500,000          2,041,650
Marion County Hospital Authority Refunding Revenue Bonds
   Methodist Hospital Series 1989 (MBIA Insured)
      09-01-13                                 6.50        4,000,000          4,053,280
State Health Facility Finance Authority Hospital
   Refunding Revenue Bonds Columbus Regional Hospital
   Series 1993 (CGIC Insured)
      08-15-15                                 7.00        5,000,000          5,725,500
Total                                                                        13,690,533

Kansas (0.5%)
Labette County Single Family Housing Revenue
   Bonds Series 1998A-2 (GNMA Insured)
      12-01-11                                 7.65          195,000            199,926
Sedgwick & Shawnee  Counties  Single  Family
   Housing  Revenue  Mortgage  Backed Securities
   1st Series 1997A (MBIA Insured) A.M.T.
      06-01-29                                 6.95        1,810,000(f)       1,990,330
Total                                                                         2,190,256

Louisiana (1.7%)
Energy & Power Authority Refunding Revenue Bonds
   Rodemacher Unit 2 Series 1991 (FGIC Insured)
      01-01-08                                 6.75        7,000,000          7,214,690

Maine (0.4%)
State Turnpike Authority Turnpike Revenue Bonds
   (MBIA Insured)
      07-01-18                                 6.00        1,790,000          1,896,326

Massachusetts (4.3%)
Health & Educational Facilities Authority
   Revenue Bonds Cape Cod Health System
   Series 1993A (Connie Lee Insured)
      11-15-21                                 5.25        4,000,000          3,654,480
Municipal Wholesale Electric Power
   Supply System Refunding Revenue Bonds
   Series 1994B (MBIA Insured)
      07-01-11                                 4.75        5,250,000          4,969,650
State Bay Transportation Authority Series 1995B
   (AMBAC Insured)
      03-01-25                                 5.38        4,000,000          3,753,160
State Health & Education Facilities Authority
   Revenue Bonds Valley Regional Health System
   Series 1994C (Connie Lee Insured)
      07-01-18                                 5.75        1,500,000          1,486,725
State Turnpike Authority Metro Highway System
   Revenue Bonds Series 1999A (AMBAC Insured)
      01-01-34                                 4.75        2,500,000          2,066,500
State Water Resource Authority Revenue Bonds
   Series 1992A (Secondary MBIA Insured)
      07-15-22                                 5.50        2,000,000          2,033,880
Total                                                                        17,964,395

Michigan (4.2%)
Almont Community Schools
   Unlimited Tax General Obligation Bonds
   Series 1996 (FGIC Insured)
      05-01-22                                 5.38        1,900,000          1,805,076
Grand Rapids Sanitary Sewer System
   Refunding Revenue Bonds
   Series 1998A (FGIC Insured)
      01-01-28                                 4.75        3,000,000          2,524,470
Holly Area School District
   Unlimited Tax General Obligation
   Refunding Bonds (FGIC Insured)
      05-01-25                                 4.75        1,000,000            847,550
Iron Mountain School Unlimited Tax
   General Obligation Refunding Bonds (AMBAC Insured)
      05-01-21                                 5.13        1,500,000          1,376,985
Jackson County Public Schools
   School Building & Site
   Unlimited Tax General Obligation Refunding Bonds
   Series 1999 (FGIC Insured)
      05-01-22                                 5.38        1,000,000            950,040
Kalamazoo Hospital Finance Authority
   Refunding & Improvement Bonds
   Bronson Methodist Hospital (Secondary MBIA Insured)
      05-15-12                                 6.25        3,000,000          3,180,210
Lincoln Park School District Wayne County School Building
   & Site Unlimited Tax General Obligation Bonds
   (FGIC Insured)
      05-01-26                                 5.90        1,500,000          1,591,230
Monroe County  Pollution  Control  Refunding Bonds Detroit Edison Series 1992I-B
   (MBIA Insured) A.M.T.
      09-01-24                                 6.55        5,000,000          5,265,900
Total                                                                        17,541,461

Minnesota (2.4%)
Southern Minnesota Municipal Power Agency
   Power Supply System Refunding Revenue Bonds
   Series 1993A (Secondary FGIC Insured)
      01-01-16                                 4.75        4,250,000          3,842,085
Southern Minnesota Municipal Power Agency
   Power Supply System Refunding Revenue Bonds
   Zero Coupon Series 1994A (MBIA Insured)
      01-01-21                                 6.12        6,000,000(d)       1,792,620
Western Minnesota Municipal Power Agency
   Revenue Bonds Escrowed to Maturity
   (AMBAC Insured)
      01-01-16                                 6.75        4,500,000          4,633,470
Total                                                                        10,268,175

Mississippi (1.2%)
Alcorn County Hospital Refunding Revenue Bonds
   Magnolia Regional Hospital Center (AMBAC Insured)
      10-01-13                                 5.75        1,000,000          1,016,480
State Home  Single  Family  Mortgage  Revenue  Bonds
   Series  1997H (GNMA & FNMA Insured) A.M.T.
      12-01-29                                 6.70        1,980,000          2,031,935
State Home Single Family Mortgage Revenue Bonds
   Series 1999A (GNMA  Insured) A.M.T.
      06-01-31                                 6.30        1,995,000          2,028,935
Total                                                                         5,077,350

Montana (2.2%)
Forsyth Rosebud County Pollution Refunding
   Revenue Bonds Puget Sound Power & Light
   (AMBAC Insured) A.M.T.
      08-01-21                                 7.25        4,000,000          4,162,400
State Board of Investments Payroll Tax Bonds
   Worker's Compensation Program
   Series 1991 (MBIA Insured)
      06-01-20                                 6.88        4,750,000          4,939,240
Total                                                                         9,101,640

Nevada (1.1%)
Clark County Passenger Facility Charge Airport
   Revenue Bonds Las Vegas McCarren Airport
   Series 1995B (Secondary AMBAC Insured) A.M.T.
      07-01-25                                 5.50        5,000,000          4,672,250

New Jersey (0.1%)
Carteret Board of Education Refunding
   Certificates of Participation
   Series 1999 (MBIA Insured)
      04-15-19                                 4.75          540,000            475,583

New Mexico (0.6%)
Rio Rancho Water & Wastewater System
   Refunding Revenue Bonds
   Series 1999 (AMBAC Insured)
      05-15-22                                 4.75        1,500,000          1,292,775
Santa Fe Water Revenue Bonds (AMBAC Insured)
      06-01-24                                 6.30        1,000,000          1,052,600
Total                                                                         2,345,375

New York (7.7%)
New York City Municipal Water Finance Authority
   Water & Sewer System Revenue Bonds
   Series 1995A (Secondary MBIA Insured)
      06-15-23                                 5.50        5,000,000          4,810,850
State Dormitory Authority Pre-refunded College
   Revenue Bonds Consolidated City University
   System 3rd General Resolution 2nd Series 1994
   (MBIA Insured)
      07-01-19                                 6.25        2,500,000          2,640,825
State Dormitory Authority Refunding Revenue Bonds
   State University Educational Facilities
   Series 1998A (MBIA Insured)
      05-15-25                                 4.75        4,000,000          3,408,240
State Dormitory Authority State University Educational
   Facilities Refunding Revenue Bonds Series 1993A
   (Secondary AMBAC Insured)
      05-15-15                                 5.25        2,700,000          2,661,498
State Energy Research & Development Authority
   Pollution Control Refunding Revenue Bonds
   Rochester Gas & Electric Series 1992B
   (MBIA Insured) A.M.T.
      05-15-32                                 6.50        4,000,000          4,077,280
State Energy Research & Development Authority
   Solid Waste Disposal Revenue Bonds New York
   State Electric & Gas Company Series 1993A
   (MBIA Insured) A.M.T.
      12-01-28                                 5.70       11,210,000         10,799,154
State Energy Resource & Development Authority
   Gas Facility Revenue Bonds Brooklyn Union Gas
   (MBIA Insured) A.M.T.
      06-01-25                                 5.60        4,500,000          4,279,635
Total                                                                        32,677,482

North Carolina (1.5%)
Charlotte Pre-refunded Certificates of Participation
   Convention Facility Series 1991 (AMBAC Insured)
      12-01-21                                 6.75        3,150,000          3,305,988
Concord Certificate of Participation Series 1996B
   (MBIA Insured)
      06-01-16                                 5.75        1,480,000          1,490,197
Cumberland County Financial Corporation
   Installment Payment Miscellaneous Revenue Bonds
   Public Building & Equipment Series 1998 (MBIA Insured)
      12-01-17                                 4.75          590,000            518,492
Piedmont Triad Airport Authority Revenue Bonds
   Series 1999B (FSA Insured) A.M.T.
      07-01-21                                 6.00        1,000,000          1,009,620
Total                                                                         6,324,297

North Dakota (1.0%)
Fargo Health System Meritcare Obligated Group
   Revenue Bonds Series 1996A (MBIA Insured)
      06-01-27                                 5.38        4,350,000          4,008,482

Ohio (0.8%)
Lorain County Hospital Facilities Refunding Revenue Bonds
   EMH Regional Medical Center
   Series 1995 (AMBAC Insured)
      11-01-21                                 5.38        2,000,000          1,882,580
Lucas County Hospital Refunding Revenue Bonds
   St. Vincent's Medical Center Series 1993C  (MBIA Insured)
      08-15-22                                 5.25        1,725,000          1,591,330
Total                                                                         3,473,910

Oklahoma (0.6%)
McAlester Public Works Authority Oklahoma Improvement
   Refunding Revenue Bonds (FSA Insured)
      12-01-17                                 5.25        1,470,000          1,506,515
      12-01-18                                 5.25        1,000,000          1,024,840
Total                                                                         2,531,355

Pennsylvania (6.1%)
Allegheny County Certificates of Participation
   County Courthouse Renovation
   Series 1999 (AMBAC Insured)
      12-01-28                                 5.00        3,000,000          2,608,050
Allegheny County Hospital Development Authority
   Revenue Bonds Catholic Health East Systems
   Series 1998A (AMBAC Insured)
      11-15-26                                 4.88        3,000,000          2,503,710
Harrisburg Authority Dauphin County Revenue Bonds
   Series 1997-II (MBIA Insured)
      09-15-22                                 5.63        2,000,000          1,946,680
Philadelphia Hospital & Higher Education Facilities
   Jefferson Health Systems Revenue Bonds
   Series 1997A (AMBAC Insured)
      05-15-18                                 5.13        3,000,000          2,745,090
Philadelphia Unlimited General Obligation Bonds
   (MBIA Insured)
      05-15-25                                 5.00        4,500,000          3,980,205
Pittsburgh Water & Sewer Authority System
   Pre-refunded Revenue Bonds Series 1991A
   (FGIC Insured)
      09-01-14                                 6.50       10,000,000         10,425,700
Robinson Township Municipal Authority Water & Sewer
   Revenue Bonds (FGIC Insured)
      11-15-19                                 6.00        1,290,000          1,317,245
Total                                                                        25,526,680

Rhode Island (0.7%)
Health & Education Building Corporation Higher Education
   Facility Revenue Bonds Series 1996 (MBIA Insured)
      06-01-26                                 5.63        3,000,000          2,898,690

South Carolina (0.3%)
Piedmont Municipal Power Agency Electric
   Refunding Revenue Bonds (FGIC Insured)
      01-01-21                                 6.25        1,000,000          1,064,750

Tennessee (0.3%)
Franklin Special School District Williamson County
   Limited Tax Capital Appreciation General Obligation
   Bonds Zero Coupon (FSA Insured)
      06-01-19                                 5.79        1,425,000(d)         463,952
      06-01-20                                 5.80        2,345,000(d)         715,365
Total                                                                         1,179,317

Texas (17.4%)
Austin Airport System Prior Lien Revenue Bonds
   Series 1995A (MBIA Insured) A.M.T.
      11-15-25                                 6.13        3,000,000          3,027,150
Austin Combined Utilities System Capital Appreciation
   Refunding Revenue Bonds Series 1994 Zero Coupon
   (FGIC Insured)
      05-15-17                                 5.83        5,900,000(d)       2,204,417
Austin Combined Utilities System Refunding Revenue Bonds
   Series 1994 (FGIC Insured)
      05-15-24                                 5.75        8,500,000          8,499,320
Austin Combined Utilities System Revenue Bonds
   Series 1987 (BIG Insured)
      11-15-12                                 8.63          750,000            802,845
      11-15-17                                 8.63          500,000(e)         535,230
Bexar County Health Facility Development Hospital
   Revenue Bonds San Antonio Baptist Memorial
   Hospital System Series 1994 (MBIA Insured)
      08-15-19                                 6.75        5,000,000          5,431,050
Brazos River Authority Collateralized Pollution Control
   Refunding Revenue Bonds Texas Utility Electric
   Series 1992C (FGIC Insured) A.M.T.
      10-01-22                                 6.70       14,935,000         15,663,379
Colorado River Municipal Water District Water System
   Pre-refunded Revenue Bonds Series 1991A  (AMBAC Insured)
      01-01-21                                 6.63        8,900,000          9,002,706
Corsicana Waterworks & Sewer System
   Refunding Revenue Bonds Series 1997A (FGIC Insured)
      08-15-22                                 5.75        1,575,000          1,569,015
Harris County Toll Road Senior Lien Pre-refunded
   Revenue Bonds Series 1992A (AMBAC Insured)
      08-15-17                                 6.50        8,170,000          8,621,801
Hillsboro Independent School District
   Unlimited Tax School Building & Refunding Revenue Bonds
   Series 1997 (Permanent School Fund Guarantee)
      08-15-26                                 5.25        1,000,000            925,130
Houston Water & Sewer System Junior Lien
   Refunding Revenue Bonds
   Series 1997A (FGIC Insured)
      12-01-22                                 5.25        7,210,000          6,698,595
Houston Water & Sewer System Junior Lien
   Revenue Bonds
   Series 1997C (FGIC Insured)
      12-01-27                                 5.38        2,000,000          1,867,300
Municipal Power Agency Refunding Revenue Bonds
   Series 1991A (AMBAC Insured)
      09-01-12                                 6.75        5,250,000          5,470,710
Rosenberg Limited Tax General Obligation Bonds
   Series 1998 (FSA Insured)
      03-01-16                                 4.50          740,000            633,595
      03-01-17                                 4.50          785,000            664,887
Turnpike Authority Dallas North Tollway Revenue Bonds
   Addison Airport Toll Tunnel Series 1994 (FGIC Insured)
      01-01-23                                 6.60        2,000,000          2,174,840
Total                                                                        73,791,970

Vermont (0.2%)
University of Vermont & State Agricultural College
   Revenue Bonds Series 1998 (MBIA Insured)
      10-01-38                                 4.75        1,000,000            815,820

Virginia (5.4%)
Loudoun County Sanitation Authority Waste & Sewer
   Refunding Revenue Bonds (MBIA Insured)
      01-01-30                                 5.25        1,435,000          1,314,675
Metropolitan Washington D. C. Airports Authority
   Airport System Revenue Bonds Series 1992A
   (MBIA Insured) A.M.T.
      10-01-19                                 6.63        9,420,000          9,833,915
Portsmouth Redevelopment Housing Authority
   Multi-family Housing Refunding Revenue Bonds
   (FNMA Insured)
      12-01-08                                 6.05        5,780,000          5,897,161
Upper Occoquan Sewer Authority Regional Sewer
   Revenue Bonds Series 1995A (MBIA Insured)
      07-01-29                                 4.75        4,000,000          3,359,880
William County Lease Certificate of Participation Bonds
   (MBIA Insured)
      12-01-20                                 5.50        2,590,000          2,515,667
Total                                                                        22,921,298

Wisconsin (0.6%)
Center District Sales Tax Appreciation Senior
   Dedicated Bonds Zero Coupon Series 1996A
   (MBIA Insured)
      12-15-17                                 6.03        4,000,000(d)       1,444,479
      12-15-21                                 5.45        3,045,000(d)         842,217
Southeast Professional Baseball Park District
   Sales Tax Revenue Bonds Zero Coupon
   (MBIA Insured)
      12-15-29                                 5.15        2,125,000(d)         354,748
Total                                                                         2,641,444

Wyoming (1.3%)
Central Regional Water System-Joint Powers Board
   Refunding Revenue Bonds (FSA Insured)
      06-01-30                                 5.25        4,000,000          3,646,920
Green River Joint Powers Board Water & Sewer
   Refunding Revenue Bonds Sweetwater County
   Series 1999A (FSA Insured)
      03-01-24                                 5.00        2,000,000          1,769,460
Total                                                                         5,416,380

Total municipal bonds
(Cost: $401,122,613)                                                       $416,239,829

Total investments in securities
(Cost: $401,122,613)(h)                                                    $416,239,829

</TABLE>
<PAGE>

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  The  following  abbreviations  may be  used in  portfolio  descriptions  to
identify the insurer of the issue:

ACA     --  ACA Financial Guaranty Corporation
AMBAC   --  American Municipal Bond Association Corporation
BIG     --  Bond Investors Guarantee
CGIC    --  Capital Guaranty Insurance Company
FGIC    --  Financial Guarantee Insurance Corporation
FHA     --  Federal Housing Authority
FNMA    --  Federal National Mortgage Association
FSA     --  Financial Security Assurance
GNMA    --  Government National Mortgage Association
MBIA    --  Municipal Bond Investors Assurance

(c) The following abbreviations may be used in the portfolio descriptions:

A.M.T.   --  Alternative Minimum Tax -- As of June 30, 2000, the value of
             securities subject to alternative minimum tax represented
             19.29% of net assets.
B.A.N.   --  Bond Anticipation Note
C.P.     --  Commercial Paper
R.A.N.   --  Revenue Anticipation Note
T.A.N.   --  Tax Anticipation Note
T.R.A.N. --  Tax & Revenue Anticipation Note
V.R.     --  Variable Rate
V.R.D.B. --  Variable Rate Demand Bond
V.R.D.N. --  Variable Rate Demand Note

(d) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(e) Partially  pledged as initial  deposit on the  following  open interest rate
futures contracts (see Note 5 to the financial statements):

Type of security                                               Notional amount
Sale contracts Municipal Bonds, Sept. 2000                       $2,500,000

(f) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on June 30, 2000.

(g) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed  represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(h) At June 30, 2000, the cost of securities for federal income tax purposes was
$401,122,613  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation                                        $19,858,757
Unrealized depreciation                                         (4,741,541)
                                                                ----------
Net unrealized appreciation                                    $15,117,216

<PAGE>

PART C.    OTHER INFORMATION

Item 23. Exhibits

(a)      Declaration  of  Trust,  dated  April 7,  1986,  filed as  Exhibit 1 to
         Registration Statement No. 33-5102, is incorporated by reference.

(b)      Amended By-laws, dated June 8, 1989, filed electronically as Exhibit 2
         to  Registrant's  Post-Effective  Amendment  No.  29  to  Registration
         Statement No. 33-5102, are incorporated by reference.

(c)      Certificate  for shares of beneficial  interest,  filed as Exhibit 4 to
         Pre-Effective Amendment No. 1 to Registration Statement No. 33-5102, is
         incorporated by reference.

(d)      Investment   Management  Services  Agreement  between  Registrant  and
         American  Express  Financial  Corporation,  dated March 20, 1995 filed
         electronically as Exhibit 5 to Registrant's  Post-Effective  Amendment
         No. 29 to  Registration  Statement No.  33-5102,  is  incorporated  by
         reference.

(e)      Distribution  Agreement  between AXP  Utilities  Income Fund,  Inc. and
         American  Express  Financial  Advisors Inc.  dated July 8, 1999,  filed
         electronically as Exhibit (e) to Registrant's  Post-Effective Amendment
         No.  22 File No.  33-20872  filed  on or  about  August  26,  1999,  is
         incorporated by reference.  Registrant's Distribution Agreement differs
         from the one incorporated by reference only by the fact that Registrant
         is one executing party.

(f)      All employees  are eligible to  participate  in a profit  sharing plan.
         Entry  into the plan is Jan.  1 or July 1. The  Registrant  contributes
         each year an amount up to 15  percent  of their  annual  salaries,  the
         maximum  deductible  amount  permitted  under  Section  404(a)  of  the
         Internal Revenue Code.

(g)      Custodian  Agreement  between  Registrant  and First  National  Bank of
         Minneapolis,  dated July 23, 1986, filed electronically as Exhibit 8 to
         Registrant's  Post-Effective Amendment No. 29 to Registration Statement
         No. 33-5102, is incorporated by reference.

(h)(1)   Insurance  Agreement between IDS Insured Tax-Exempt Fund and Financial
         Guaranty  Insurance  Company,  filed  as  Exhibit  9 to  Pre-Effective
         Amendment No. 1 to Registration Statement No. 33-5102, is incorporated
         by reference.

(h)(2)   Administrative  Services  Agreement  between  Registrant  and American
         Express   Financial   Corporation,   dated  March  20,   1995,   filed
         electronically   as  Exhibit  9(d)  to   Registrant's   Post-Effective
         Amendment  No.  29  to   Registration   Statement  No.   33-5102,   is
         incorporated by reference.

(h)(3)   License  Agreement,  dated January 25, 1988, filed  electronically  as
         Exhibit  9(e)  to  Registrant's  Post-Effective  Amendment  No.  29 to
         Registration Statement No. 33-5102, is incorporated by reference.

(h)(4)   License Agreement, dated June 17, 1999, between American Express Funds
         and American  Express Company filed  electronically  on or about Sept.
         23, 1999 as Exhibit  (h)(4) to AXP Stock Fund,  Inc.'s  Post-Effective
         Amendment  No.  98  to   Registration   Statement  No.   2-11358,   is
         incorporated by reference.

<PAGE>

(h)(5)   Class Y Shareholder Service Agreement between IDS Precious Metals Fund,
         Inc. and American Express  Financial  Advisors Inc., dated May 9, 1997,
         filed  electronically  on or about May 27, 1997 as Exhibit  9(e) to IDS
         Precious  Metals  Fund,  Inc.'s  Post-Effective  Amendment  No.  30  to
         Registration  Statement  No.  2-93745,  is  incorporated  by reference.
         Registrant's Class Y Shareholder Service Agreement differs from the one
         incorporated  by  reference  only by the fact  that  Registrant  is one
         executing party.

(h)(6)   Transfer  Agency  Agreement  between  Registrant  and American  Express
         Client Service  Corporation,  dated March 9, 2000, filed electronically
         as Exhibit (h)(6) to Registrant's Post-Effective Amendment No. 33 filed
         on or about June 26, 2000, is incorporated by reference.

(i)      Opinion  and consent of counsel as to the  legality  of the  securities
         being registered is filed electronically herewith.

(j)      Independent Auditors' Consent is filed electronically herewith.

(k)      Omitted Financial Statements:  Not Applicable.

(l)      Initial Capital Agreements:  Not Applicable.

(m)(1)   Plan and  Agreement  of  Distribution  dated July 1, 1999  between AXP
         Discovery Fund, Inc. and American Express Financial  Advisors Inc., is
         incorporated by reference to Exhibit (m) to AXP Discovery Fund, Inc.'s
         Post-Effective  Amendment No. 36 to Registration Statement No. 2-72174
         filed on or about July 30, 1999.

(m)(2)   Plan and Agreement of  Distribution  for Class C Shares dated March 9,
         2000  between  AXP Bond Fund,  Inc.  and  American  Express  Financial
         Advisors Inc. is  incorporated  by reference to Exhibit  (m)(2) to AXP
         Bond Fund,  Inc.'s  Post-Effective  Amendment  No. 51 to  Registration
         Statement   File  No.  2-51586  filed  on  or  about  June  26,  2000.
         Registrant's  Plan and  Agreement of  Distribution  for Class C Shares
         differs from the one  incorporated  by reference only by the fact that
         Registrant is one executing party.

(n)      Rule 18f-3  Plan dated  March 2000 is  incorporated  by  reference  to
         Exhibit (n) to AXP Bond Fund Inc.'s Post-Effective Amendment No. 51 to
         Registration  Statement  File No.  2-51586  filed on or about June 26,
         2000.

(o)      Reserved.

(p)(1)   Code  of  Ethics  adopted  under  Rule  17j-1  for  Registrant   filed
         electronically  on or about  March 30,  2000 as Exhibit  (p)(1) to AXP
         Market Advantage  Series,  Inc.'s  Post-Effective  Amendment No. 24 to
         Registration Statement No. 33-30770 is incorporated by reference.

(p)(2)   Code of Ethics  adopted under Rule 17j-1 for  Registrant's  investment
         advisor and principal  underwriter  filed  electronically  on or about
         March 30,  2000 as  Exhibit  (p)(2) to AXP  Market  Advantage  Series,
         Inc.'s Post-Effective  Amendment No. 24 to Registration  Statement No.
         33-30770 is incorporated by reference.

(q)(1)   Trustees'  Power of Attorney to sign  Amendments to this  Registration
         Statement,  dated Jan. 13, 2000, filed electronically on or about June
         26, 2000, as Exhibit (q)(1) to Registrant's  Post-Effective  Amendment
         No. 33 is incorporated by reference.

<PAGE>

(q)(2)   Officers'  Power of Attorney to sign  Amendments to this  Registration
         Statement,  dated Jan. 13, 2000, filed electronically on or about June
         26, 2000, as Exhibit (q)(2) to Registrant's  Post-Effective  Amendment
         No. 33 is incorporated by reference.

Item 24. Persons Controlled by or Under Common Control with Registrant

         None.

Item 25. Indemnification

The  Declaration  of Trust of the  registrant  provides  that  the  Trust  shall
indemnify  any person who was or is a party or is threatened to be made a party,
by reason of the fact that he or she is or was a trustee,  officer,  employee or
agent of the  Trust,  or is or was  serving  at the  request  of the  Trust as a
trustee,  officer,  employee  or agent of another  company,  partnership,  joint
venture,  trust or other  enterprise,  to any  threatened,  pending or completed
action,  suit or  proceeding,  wherever  brought,  and the  Trust  may  purchase
liability  insurance  and advance  legal  expenses,  all to the  fullest  extent
permitted  by the  laws  of the  State  of  Massachusetts,  as now  existing  or
hereafter amended.  The By-laws of the registrant provide that present or former
trustees or officers  of the Trust made or  threatened  to be made a party to or
involved  (including  as a witness) in an actual or threatened  action,  suit or
proceeding  shall be indemnified  by the Trust to the full extent  authorized by
the laws of the  Commonwealth of  Massachusetts,  all as more fully set forth in
the By-laws filed as an exhibit to this registration statement.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  to trustees,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a trustee,  officer or  controlling  person of the  registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Any  indemnification  hereunder  shall not be  exclusive  of any other rights of
indemnification  to which the  trustees,  officers,  employees  or agents  might
otherwise  be  entitled.  No  indemnification  shall be made in violation of the
Investment Company Act of 1940.



<PAGE>

<TABLE>
<CAPTION>

Item 26.          Business and Other Connections of Investment Adviser (American Express Financial Corporation)

Directors and officers of American Express Financial Corporation who are directors and/or officers of one or more
other companies:

<S>                           <C>                         <C>                          <C>
Name and Title                  Other company(s)             Address                      Title within other
                                                                                          company(s)

Ronald G. Abrahamson,           American Express Client      IDS Tower 10                 Director and Vice President
Vice President                  Service Corporation          Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                Public Employee Payment                                   Director and Vice President
                                Company

Douglas A. Alger,               American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

Peter J. Anderson,              Advisory Capital             IDS Tower 10                 Director
Director and Senior Vice        Strategies Group Inc.        Minneapolis, MN 55440
President

                                American Express Asset                                    Director and Chairman of
                                Management Group Inc.                                     the Board

                                American Express Asset                                    Director, Chairman of the
                                Management International,                                 Board and Executive Vice
                                Inc.                                                      President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Capital Holdings Inc.                                 Director and President

                                IDS Futures Corporation                                   Director

                                NCM Capital Management       2 Mutual Plaza               Director
                                Group, Inc.                  501 Willard Street
                                                             Durham, NC  27701

Ward D. Armstrong,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Service                                  Vice President
                                Corporation

                                American Express Trust                                    Director and Chairman of
                                Company                                                   the Board

John M. Baker,                  American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Trust                                    Senior Vice President
                                Company

Joseph M. Barsky III,           American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Timothy V. Bechtold,            American Centurion Life      IDS Tower 10                 Director and President
Vice President                  Assurance Company            Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Executive Vice President

                                IDS Life Insurance Company   P.O. Box 5144                Director and President
                                of New York                  Albany, NY 12205

                                IDS Life Series Fund, Inc.                                Director

John C. Boeder,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Futures Corporation                                   Director and President

                                IDS Life Insurance Company   P.O. Box 5144                Director
                                of New York                  Albany, NY 12205

Douglas W. Brewers,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Karl J. Breyer,                 American Express Financial   IDS Tower 10                 Senior Vice President
Director, Corporate Senior      Advisors Inc.                Minneapolis, MN 55440
Vice President

                                American Express Financial                                Director
                                Advisors Japan Inc.

                                American Express Minnesota                                Director
                                Foundation

Cynthia M. Carlson,             American Enterprise          IDS Tower 10                 Director, President and
Vice President                  Investment Services Inc.     Minneapolis, MN 55440        Chief Executive Officer

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Service                                  Vice President
                                Corporation

Mark W. Carter,                 American Express Financial   IDS Tower 10                 Senior Vice President and
Director, Senior Vice           Advisors Inc.                Minneapolis, MN 55440        Chief Marketing Officer
President and Chief Marketing
Officer

                                IDS Life Insurance Company                                Executive Vice President

Kenneth I. Chenaut              American Express Company     American Express Tower       President and Chief
Director                                                     World Financial Center       Operating Officer
                                                             New York, NY  10285

James E. Choat,                 American Centurion Life      IDS Tower 10                 Executive Vice President
Director and Senior Vice        Assurance Company            Minneapolis, MN 55440
President

                                American Enterprise Life                                  Director, President and
                                Insurance Company                                         Chief Executive Officer

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

                                IDS Life Insurance Company   P.O. Box 5144                Executive Vice President
                                of New York                  Albany, NY 12205

Kenneth J. Ciak,                AMEX Assurance Company       IDS Tower 10                 Director and President
Vice President and General                                   Minneapolis, MN 55440
Manager

                                American Express Financial                                Vice President and General
                                Advisors Inc.                                             Manager

                                IDS Property Casualty        1 WEG Blvd.                  Director and President
                                Insurance Company            DePere, WI 54115

Paul A. Connolly,               American Express Financial   IDS Tower 10                 Vice President - Retail
Vice President - Retail         Advisors Inc.                Minneapolis, MN 55440        Distribution Services
Distribution Services

Colleen Curran,                 American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                American Express Service                                  Vice President and Chief
                                Corporation                                               Legal Counsel

Luz Maria Davis                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Douglas K. Dunning,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Gordon L. Eid,                  American Express Financial   IDS Tower 10                 Senior Vice President,
Director, Senior Vice           Advisors Inc.                Minneapolis, MN 55440        General Counsel and Chief
President, General Counsel                                                                Compliance Officer
and Chief Compliance Officer

                                American Express Financial                                Vice President and Chief
                                Advisors Japan Inc.                                       Compliance Officer

                                American Express Insurance                                Director and Vice President
                                Agency of Arizona Inc.

                                American Express Insurance                                Director and Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Director and Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Director and Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Director and Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Director and Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Director and Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and Vice President
                                Wyoming Inc.

                                IDS Real Estate Services,                                 Vice President
                                Inc.

                                Investors Syndicate                                       Director
                                Development Corp.

Robert M. Elconin,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Vice President

Gordon M. Fines,                American Express Asset       IDS Tower 10                 Senior Vice President and
Vice President                  Management Group Inc.        Minneapolis, MN 55440        Chief Investment Officer

                                American Express Financial                                Vice President
                                Advisors Inc.

Douglas L. Forsberg,            American Centurion Life      IDS Tower 10                 Director
Vice President                  Assurance Company            Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Express Financial                                Director, President and
                                Advisors Japan Inc.                                       Chief Executive Officer

Jeffrey P. Fox,                 American Enterprise Life     IDS Tower 10                 Vice President and
Vice President and Corporate    Insurance Company            Minneapolis, MN 55440        Controller
Controller

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Corporate Controller

Peter A. Gallus                 American Express Financial   IDS Tower 10                 Vice President-Investment
Vice President-Investment       Advisors Inc.                Minneapolis, MN 55440        Administration
Administration

Harvey Golub,                   American Express Company     American Express Tower       Chairman and Chief
Director                                                     World Financial Center       Executive Officer
                                                             New York, NY  10285

                                American Express Travel                                   Chairman and Chief
                                Related Services Company,                                 Executive Officer
                                Inc.

David A. Hammer,                American Express Financial   IDS Tower 10                 Vice President and
Vice President and Marketing    Advisors Inc.                Minneapolis, MN 55440        Marketing Controller
Controller

                                IDS Plan Services of                                      Director and Vice President
                                California, Inc.

Teresa A. Hanratty              American Express Financial   IDS Tower 10                 Senior Vice
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        President-Field Management
President-Field Management

Lorraine R. Hart,               AMEX Assurance Company       IDS Tower 10                 Vice President
Vice President                                               Minneapolis, MN 55440

                                American Centurion Life                                   Vice President
                                Assurance Company

                                American Enterprise Life                                  Vice President
                                Insurance Company

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and Vice
                                Insurance Company                                         President

                                IDS Certificate Company                                   Vice President

                                IDS Life Insurance Company                                Vice President

                                IDS Life Series Fund, Inc.                                Vice President

                                IDS Life Variable Annuity                                 Vice President
                                Funds A and B

                                Investors Syndicate                                       Director and Vice
                                Development Corp.                                         President

                                IDS Life Insurance Company   P.O. Box 5144                Vice President
                                of New York                  Albany, NY 12205

                                IDS Property Casualty        1 WEG Blvd.                  Vice President
                                Insurance Company            DePere, WI 54115

Scott A. Hawkinson,             American Express Financial   IDS Tower 10                 Vice President and
Vice President and Controller   Advisors Inc.                Minneapolis, MN 55440        Controller

Janis K. Heaney,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Brian M. Heath                  American Express Financial   IDS Tower 10                 Senior Vice President and
Director, Senior Vice           Advisors Inc.                Minneapolis, MN 55440        General Sales Manager
President and General Sales
Manager

Darryl G. Horsman,              American Express Trust       IDS Tower 10                 Director and President
Vice President                  Company                      Minneapolis, MN 55440

                                American Express Asset                                    Vice President
                                Management International
                                Inc.

Jeffrey S. Horton,              AMEX Assurance Company       IDS Tower 10                 Vice President, Treasurer
Vice President and Corporate                                 Minneapolis, MN 55440        and Assistant Secretary
Treasurer

                                American Centurion Life                                   Vice President and
                                Assurance Company                                         Treasurer

                                American Enterprise                                       Vice President and
                                Investment Services Inc.                                  Treasurer

                                American Enterprise Life                                  Vice President and
                                Insurance Company                                         Treasurer

                                American Express Asset                                    Vice President and
                                Management Group Inc.                                     Treasurer

                                American Express Asset                                    Vice President and
                                Management International                                  Treasurer
                                Inc.

                                American Express Client                                   Vice President and
                                Service Corporation                                       Treasurer

                                American Express                                          Vice President and
                                Corporation                                               Treasurer

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Treasurer

                                American Express Financial                                Vice President and
                                Advisors Japan Inc.                                       Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Arizona Inc.                                    Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Idaho Inc.                                      Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Nevada Inc.                                     Treasurer

                                American Express Insurance                                Vice President and
                                Agency of Oregon Inc.                                     Treasurer

                                American Express Minnesota                                Vice President and
                                Foundation                                                Treasurer

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Kentucky Inc.

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Maryland Inc.

                                American Express Property                                 Vice President and
                                Casualty Insurance Agency                                 Treasurer
                                of Pennsylvania Inc.

                                American Partners Life                                    Vice President and
                                Insurance Company                                         Treasurer

                                IDS Cable Corporation                                     Director, Vice President
                                                                                          and Treasurer

                                IDS Cable II Corporation                                  Director, Vice President
                                                                                          and Treasurer

                                IDS Capital Holdings Inc.                                 Vice President, Treasurer
                                                                                          and Assistant Secretary

                                IDS Certificate Company                                   Vice President and
                                                                                          Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Alabama Inc.                                              Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Arkansas Inc.                                             Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Massachusetts Inc.                                        Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                New Mexico Inc.                                           Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                North Carolina Inc.                                       Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Ohio Inc.                                                 Treasurer

                                IDS Insurance Agency of                                   Vice President and
                                Wyoming Inc.                                              Treasurer

                                IDS Life Insurance Company                                Vice President, Treasurer
                                                                                          and Assistant Secretary

                                IDS Life Insurance Company   P.O. Box 5144                Vice President and
                                of New York                  Albany, NY 12205             Treasurer

                                IDS Life Series Fund Inc.                                 Vice President and
                                                                                          Treasurer

                                IDS Life Variable Annuity                                 Vice President and
                                Funds A & B                                               Treasurer

                                IDS Management Corporation                                Director, Vice President
                                                                                          and Treasurer

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Treasurer

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Treasurer

                                IDS Real Estate Services,                                 Vice President and
                                Inc.                                                      Treasurer

                                IDS Realty Corporation                                    Vice President and
                                                                                          Treasurer

                                IDS Sales Support Inc.                                    Vice President and
                                                                                          Treasurer

                                Investors Syndicate                                       Vice President and
                                Development Corp.                                         Treasurer

                                IDS Property Casualty        1 WEG Blvd.                  Vice President, Treasurer
                                Insurance Company            DePere, WI 54115             and Assistant Secretary

                                Public Employee Payment                                   Vice President and
                                Company                                                   Treasurer

David R. Hubers,                AMEX Assurance Company       IDS Tower 10                 Director
Director, President and Chief                                Minneapolis, MN 55440
Executive Officer

                                American Express Financial                                Chairman, President and
                                Advisors Inc.                                             Chief Executive Officer

                                American Express Service                                  Director and President
                                Corporation

                                IDS Certificate Company                                   Director

                                IDS Life Insurance Company                                Director

                                IDS Plan Services of                                      Director and President
                                California, Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115

Debra A. Hutchinson             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN  55440

James M. Jensen,                American Express Financial   IDS Tower 10                 Vice President and
Vice President and              Advisors Inc.                Minneapolis, MN 55440        Controller-Advice and
Controller-Advice and Retail                                                              Retail Distribution Group
Distribution Group

                                IDS Life Insurance Company                                Vice President

Marietta L. Johns,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

Nancy E. Jones,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                American Express Service                                  Vice President
                                Corporation

Ora J. Kaine,                   American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Linda B. Keene,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Richard W. Kling,               AMEX Assurance Company       IDS Tower 10                 Director
Director and Senior Vice                                     Minneapolis, MN 55440
President - Insurance Products

                                American Centurion Life                                   Director and Chairman of
                                Assurance Company                                         the Board

                                American Enterprise Life                                  Director and Chairman of
                                Insurance Company                                         the Board

                                American Express                                          Director and President
                                Corporation

                                American Express Financial                                Senior Vice President -
                                Advisors Inc.                                             Insurance Products

                                American Express Insurance                                Director and President
                                Agency of Arizona Inc.

                                American Express Insurance                                Director and President
                                Agency of Idaho Inc.

                                American Express Insurance                                Director and President
                                Agency of Nevada Inc.

                                American Express Insurance                                Director and President
                                Agency of Oregon Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Director and President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                American Express Service                                  Vice President
                                Corporation

                                American Partners Life                                    Director and Chairman of
                                Insurance Company                                         the Board

                                IDS Certificate Company                                   Director and Chairman of
                                                                                          the Board

                                IDS Insurance Agency of                                   Director and President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Director and President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Director and President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Director and President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Director and President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Director and President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Director and President
                                Wyoming Inc.

                                IDS Life Insurance Company                                Director, Chief Executive
                                                                                          Officer and President

                                IDS Life Series Fund, Inc.                                Director and President

                                IDS Life Variable Annuity                                 Manager, Chairman of the
                                Funds A and B                                             Board and President

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115

                                IDS Life Insurance Company   P.O. Box 5144                Director and Chairman of
                                of New York                  Albany, NY 12205             the Board

John M. Knight                  American Express Financial   IDS Tower 10                 Vice President
                                Advisors                     Minneapolis, MN  55440

Paul F. Kolkman,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

                                IDS Life Series Fund, Inc.                                Vice President and Chief
                                                                                          Actuary

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115

Claire Kolmodin,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Steve C. Kumagai,               American Express Financial   IDS Tower 10                 Director and Senior Vice
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        President-Direct and
President-Direct and                                                                      Interactive Group
Interactive Group

Kurt A Larson,                  American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Lori J. Larson,                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Daniel E. Laufenberg,           American Express Financial   IDS Tower 10                 Vice President and Chief
Vice President and Chief U.S.   Advisors Inc.                Minneapolis, MN 55440        U.S. Economist
Economist

Peter A. Lefferts,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Trust                                    Director
                                Company

                                IDS Plan Services of                                      Director
                                California, Inc.

Douglas A. Lennick,             American Express Financial   IDS Tower 10                 Director and Executive
Director and Executive Vice     Advisors Inc.                Minneapolis, MN 55440        Vice President
President

Mary J. Malevich,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Fred A. Mandell,                American Express Financial   IDS Tower 10                 Vice President -
Vice President - Distribution   Advisors Inc.                Minneapolis, MN 55440        Distribution Channel
Channel Marketing                                                                         Marketing

Timothy J. Masek                American Express Financial   IDS Tower 10                 Vice President and
Vice President and Director     Advisors Inc.                Minneapolis, MN 55440        Director of Global Research
of Global Research

Sarah A. Mealey,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Paula R. Meyer,                 American Enterprise Life     IDS Tower 10                 Vice President
Vice President                  Insurance Company            Minneapolis, MN 55440

                                American Express                                          Director
                                Corporation

                                American Express Financial                                Vice President
                                Advisors Inc.

                                American Partners Life                                    Director and President
                                Insurance Company

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

                                Investors Syndicate                                       Director, Chairman of the
                                Development Corporation                                   Board and President

Shashank B. Modak               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Pamela J. Moret,                American Express Financial   IDS Tower 10                 Senior Vice President -
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440        Investment Products
President - Investment
Products

                                American Express Trust                                    Vice President
                                Company

                                IDS Certificate Company                                   Director

                                IDS Life Insurance Company                                Executive Vice President

Barry J. Murphy,                American Express Client      IDS Tower 10                 Director and President
Director and Senior Vice        Service Corporation          Minneapolis, MN 55440
President

                                American Enterprise                                       Director
                                Investment Services, Inc.

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                IDS Life Insurance Company                                Director and Executive
                                                                                          Vice President

Mary Owens Neal,                American Express Financial   IDS Tower 10                 Vice President-Consumer
Vice President-Consumer         Advisors Inc.                Minneapolis, MN 55440        Marketing
Marketing

Michael J. O'Keefe,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

James R. Palmer,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Life Insurance Company                                Vice President

Carla P. Pavone,                American Express Financial   IDS Tower 10                 Vice
Vice President-Compensation     Advisors Inc.                Minneapolis, MN 55440        President-Compensation
Services and ARD Product                                                                  Services and ARD Product
Distribution                                                                              Distribution

                                Public Employee Payment                                   Director and President
                                Company

Thomas P. Perrine,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

Susan B. Plimpton,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Ronald W. Powell,               American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                IDS Cable Corporation                                     Vice President and
                                                                                          Assistant Secretary

                                IDS Cable II Corporation                                  Vice President and
                                                                                          Assistant Secretary

                                IDS Management Corporation                                Vice President and
                                                                                          Assistant Secretary

                                IDS Partnership Services                                  Vice President and
                                Corporation                                               Assistant Secretary

                                IDS Plan Services of                                      Vice President and
                                California, Inc.                                          Assistant Secretary

                                IDS Realty Corporation                                    Vice President and
                                                                                          Assistant Secretary

James M. Punch,                 American Express Financial   IDS Tower 10                 Vice President - Branded
Vice President - Branded        Advisors Inc.                Minneapolis, MN 55440        Platform Project
Platform Project

Frederick C. Quirsfeld,         American Express Asset       IDS Tower 10                 Senior Vice President and
Director and Senior Vice        Management Group Inc.        Minneapolis, MN 55440        Senior Portfolio Manager
President

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

Rollyn C. Renstrom,             American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Rebecca K. Roloff,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

Stephen W. Roszell,             Advisory Capital             IDS Tower 10                 Director
Director and Senior Vice        Strategies Group Inc.        Minneapolis, MN 55440
President

                                American Express Asset                                    Director, President and
                                Management Group Inc.                                     Chief Executive Officer

                                American Express Asset                                    Director
                                Management International,
                                Inc.

                                American Express Asset                                    Director
                                Management Ltd.

                                American Express Financial                                Senior Vice President
                                Advisors Inc.

                                American Express Trust                                    Director
                                Company

Erven A. Samsel,                American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

Theresa M. Sapp                 American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Stuart A. Sedlacek,             AMEX Assurance Company       IDS Tower 10                 Director
Director, Senior Vice                                        Minneapolis, MN 55440
President and Chief Financial
Officer

                                American Enterprise Life                                  Executive Vice President
                                Insurance Company

                                American Express Financial                                Senior Vice President and
                                Advisors Inc.                                             Chief Financial Officer

                                American Express Trust                                    Director
                                Company

                                American Partners Life                                    Director and Vice President
                                Insurance Agency

                                IDS Certificate Company                                   Director and President

                                IDS Life Insurance Company                                Executive Vice President
                                                                                          and Controller

                                IDS Property Casualty        1 WEG Blvd.                  Director
                                Insurance Company            DePere, WI 54115

Donald K. Shanks,               AMEX Assurance Company       IDS Tower 10                 Senior Vice President
Vice President                                               Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                IDS Property Casualty        1 WEG Blvd.                  Senior Vice President
                                Insurance Company            DePere, WI 54115

Judy P. Skoglund,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Bridget Sperl,                  American Express Client      IDS Tower 10                 Vice President
Vice President                  Service Corporation          Minneapolis, MN 55440

                                American Express Financial                                Vice President
                                Advisors Inc.

                                Public Employee Payment                                   Director and President
                                Company

Lisa A. Steffes,                American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

William A. Stoltzmann,          American Enterprise Life     IDS Tower 10                 Director, Vice President,
Vice President and Assistant    Insurance Company            Minneapolis, MN 55440        General Counsel and
General Counsel                                                                           Secretary

                                American Express                                          Director, Vice President
                                Corporation                                               and Secretary

                                American Express Financial                                Vice President and
                                Advisors Inc.                                             Assistant General Counsel

                                American Partners Life                                    Director, Vice President,
                                Insurance Company                                         General Counsel and
                                                                                          Secretary

                                IDS Life Insurance Company                                Vice President, General
                                                                                          Counsel and Secretary

                                IDS Life Series Fund Inc.                                 General Counsel and
                                                                                          Assistant Secretary

                                IDS Life Variable Annuity                                 General Counsel and
                                Funds A & B                                               Assistant Secretary

James J. Strauss,               American Express Financial   IDS Tower 10                 Vice President
Vice President and General      Advisors Inc.                Minneapolis, MN 55440
Auditor

Jeffrey J. Stremcha,            American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Barbara Stroup Stewart,         American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Keith N. Tufte                  American Express Financial   IDS Tower 10                 Vice President and
Vice President and Director     Advisors Inc.                Minneapolis, MN 55440        Director of Equity Research
of Equity Research

Norman Weaver Jr.,              American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Arizona Inc.

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

Michael L. Weiner,              American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

                                IDS Capital Holdings Inc.                                 Vice President

                                IDS Futures Brokerage Group                               Vice President

                                IDS Futures Corporation                                   Vice President, Treasurer
                                                                                          and Secretary

                                IDS Sales Support Inc.                                    Director, Vice President
                                                                                          and Assistant Treasurer

Jeffry F. Welter,               American Express Financial   IDS Tower 10                 Vice President
Vice President                  Advisors Inc.                Minneapolis, MN 55440

Edwin M. Wistrand,              American Express Financial   IDS Tower 10                 Vice President and
Vice President and Assistant    Advisors Inc.                Minneapolis, MN 55440        Assistant General Counsel
General Counsel

                                American Express Financial                                Vice President and Chief
                                Advisors Japan Inc.                                       Legal Officer

Michael D. Wolf,                American Express Asset       IDS Tower 10                 Executive Vice President
Vice President                  Management Group Inc.        Minneapolis, MN 55440        and Senior Portfolio
                                                                                          Manager

                                American Express Financial                                Vice President
                                Advisors Inc.

Michael R. Woodward,            American Express Financial   IDS Tower 10                 Senior Vice President
Director and Senior Vice        Advisors Inc.                Minneapolis, MN 55440
President

                                American Express Insurance                                Vice President
                                Agency of Idaho Inc.

                                American Express Insurance                                Vice President
                                Agency of Nevada Inc.

                                American Express Insurance                                Vice President
                                Agency of Oregon Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Kentucky Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Maryland Inc.

                                American Express Property                                 Vice President
                                Casualty Insurance Agency
                                of Pennsylvania Inc.

                                IDS Insurance Agency of                                   Vice President
                                Alabama Inc.

                                IDS Insurance Agency of                                   Vice President
                                Arkansas Inc.

                                IDS Insurance Agency of                                   Vice President
                                Massachusetts Inc.

                                IDS Insurance Agency of                                   Vice President
                                New Mexico Inc.

                                IDS Insurance Agency of                                   Vice President
                                North Carolina Inc.

                                IDS Insurance Agency of                                   Vice President
                                Ohio Inc.

                                IDS Insurance Agency of                                   Vice President
                                Wyoming Inc.

                                IDS Life Insurance Company   P.O. Box 5144                Director
                                of New York                  Albany, NY 12205
</TABLE>

Item 27. Principal Underwriters.

(a)      American Express Financial  Advisors acts as principal  underwriter for
         the following investment companies:

         AXP Bond Fund,  Inc.; AXP California  Tax-Exempt  Trust;  AXP Discovery
         Fund,  Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
         AXP Federal  Income Fund,  Inc.;  AXP Global  Series,  Inc.; AXP Growth
         Series,  Inc.; AXP High Yield Tax-Exempt Fund, Inc.; AXP  International
         Fund, Inc.; AXP Investment Series,  Inc.; AXP Managed Series, Inc.; AXP
         Market Advantage Series,  Inc.; AXP Money Market Series,  Inc.; AXP New
         Dimensions  Fund, Inc.; AXP Precious Metals Fund, Inc.; AXP Progressive
         Fund,  Inc.; AXP Selective Fund,  Inc.; AXP Special  Tax-Exempt  Series
         Trust; AXP Stock Fund, Inc.; AXP Strategy Series,  Inc.; AXP Tax-Exempt
         Series, Inc.; AXP Tax-Free Money Fund, Inc.; AXP Utilities Income Fund,
         Inc.,  Growth Trust;  Growth and Income Trust;  Income Trust;  Tax-Free
         Income Trust; World Trust; IDS Certificate  Company;  Strategist Income
         Fund, Inc.;  Strategist Growth Fund, Inc.; Strategist Growth and Income
         Fund, Inc.;  Strategist World Fund, Inc. and Strategist Tax-Free Income
         Fund, Inc.

(b) As to each director, officer or partner of the principal underwriter:
<TABLE>
<CAPTION>
<S>                                  <C>                                <C>

Name and Principal Business Address    Position and Offices with           Offices with Registrant
                                       Underwriter

Ronald G. Abrahamson                   Vice President-Service Quality      None
IDS Tower 10                           and Reengineering
Minneapolis, MN  55440

Douglas A. Alger                       Senior Vice President-Human         None
IDS Tower 10                           Resources
Minneapolis, MN  55440

Peter J. Anderson                      Senior Vice President-Investment    Vice President-Investments
IDS Tower 10                           Operations
Minneapolis, MN  55440

Ward D. Armstrong                      Vice President-American Express     None
IDS Tower 10                           Retirement Services
Minneapolis, MN  55440

John M. Baker                          Vice President-Plan Sponsor         None
IDS Tower 10                           Services
Minneapolis, MN  55440

Joseph M. Barsky III                   Vice President - Mutual Fund        None
IDS Tower 10                           Equities
Minneapolis, MN  55440

Timothy V. Bechtold                    Vice President-Risk Management      None
IDS Tower 10                           Products
Minneapolis, MN  55440

John D. Begley                         Group Vice President-Ohio/Indiana   None
Suite 100
7760 Olentangy River Rd.
Columbus, OH  43235

Brent L. Bisson                        Group Vice President-Los Angeles    None
Suite 900, E. Westside Twr             Metro
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder                         Vice President-Nonproprietary       None
IDS Tower 10                           Products
Minneapolis, MN  55440

Walter K. Booker                       Group Vice President-New Jersey     None
Suite 200, 3500 Market Street
Camp Hill, NJ  17011

Bruce J. Bordelon                      Group Vice President - San          None
1333 N. California Blvd., Suite 200    Francisco Area
Walnut Creek, CA  94596

Charles R. Branch                      Group Vice President-Northwest      None
Suite 200
West 111 North River Dr.
Spokane, WA  99201

Douglas W. Brewers                     Vice President-Sales Support        None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                         Corporate Senior Vice President     None
IDS Tower 10
Minneapolis, MN  55440

Cynthia M. Carlson                     Vice President-American Express     None
IDS Tower 10                           Securities Services
Minneapolis, MN  55440

Mark W. Carter                         Senior Vice President and Chief     None
IDS Tower 10                           Marketing Officer
Minneapolis, MN  55440

James E. Choat                         Senior Vice President - Third       None
IDS Tower 10                           Party Distribution
Minneapolis, MN  55440

Kenneth J. Ciak                        Vice President and General          None
IDS Property Casualty                  Manager-IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI  54304

Paul A. Connolly                       Vice President-Retail - Retail      None
IDS Tower 10                           Distribution Services
Minneapolis, MN 55440

Henry J. Cormier                       Group Vice President-Connecticut    None
Commerce Center One
333 East River Drive
East Hartford, CT  06108

John M. Crawford                       Group Vice President-Arkansas/      None
Suite 200                              Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe                         Group Vice                          None
Suite 312                              President-Carolinas/Eastern
7300 Carmel Executive Pk               Georgia
Charlotte, NC  28226

Colleen Curran                         Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Luz Maria Davis                        Vice President-Communications       None
IDS Tower 10
Minneapolis, MN  55440

Arthur E. Delorenzo                    Group Vice President - Upstate      None
4 Atrium Drive, #100                   New York
Albany, NY  12205

Scott M. DiGiammarino                  Group Vice                          None
Suite 500, 8045 Leesburg Pike          President-Washington/Baltimore
Vienna, VA  22182

Bradford L. Drew                       Group Vice President-Eastern        None
Two Datran Center                      Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                     Vice President-Assured Assets       None
IDS Tower 10                           Product Development and Management
Minneapolis, MN  55440

James P. Egge                          Group Vice President-Western        None
4305 South Louise, Suite 202           Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

Gordon L. Eid                          Senior Vice President, General      None
IDS Tower 10                           Counsel and Chief Compliance
Minneapolis, MN  55440                 Officer

Robert M. Elconin                      Vice President-Government           None
IDS Tower 10                           Relations
Minneapolis, MN  55440

Phillip W. Evans                       Group Vice President-Rocky          None
Suite 600                              Mountain
6985 Union Park Center
Midvale, UT  84047-4177

Gordon M. Fines                        Vice President-Mutual Fund Equity   None
IDS Tower 10                           Investments
Minneapolis, MN  55440

Douglas L. Forsberg                    Vice President - International      None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey P. Fox                         Vice President and Corporate        None
IDS Tower 10                           Controller
Minneapolis, MN  55440

William P. Fritz                       Group Vice President-Gateway        None
Suite 160
12855 Flushing Meadows Dr
St. Louis, MO  63131

Carl W. Gans                           Group Vice President-Twin City      None
8500 Tower Suite 1770                  Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

Peter A. Gallus                        Vice President-Investment           None
IDS Tower 10                           Administration
Minneapolis, MN  55440

David A. Hammer                        Vice President and Marketing        None
IDS Tower 10                           Controller
Minneapolis, MN  55440

Teresa A. Hanratty                     Senior Vice President-Field         None
Suites 6&7                             Management
169 South River Road
Bedford, NH  03110

Robert L. Harden                       Group Vice President-Boston Metro   None
Two Constitution Plaza
Boston, MA  02129

Lorraine R. Hart                       Vice President-Insurance            None
IDS Tower 10                           Investments
Minneapolis, MN  55440

Scott A. Hawkinson                     Vice President and                  None
IDS Tower 10                           Controller-Private Client Group
Minneapolis, MN  55440

Brian M. Heath                         Senior Vice President and General   None
Suite 150                              Sales Manager
801 E. Campbell Road
Richardson, TX  75081

Janis K. Heaney                        Vice President-Incentive            None
IDS Tower 10                           Management
Minneapolis, MN  55440

Jon E. Hjelm                           Group Vice President-Rhode          None
319 Southbridge Street                 Island/Central-Western
Auburn, MA  01501                      Massachusetts

David J. Hockenberry                   Group Vice President-Tennessee      None
30 Burton Hills Blvd.                  Valley
Suite 175
Nashville, TN  37215

Jeffrey S. Horton                      Vice President and Treasurer        None
IDS Tower 10
Minneapolis, MN  55440

David R. Hubers                        Chairman, President and Chief       Board member
IDS Tower 10                           Executive Officer
Minneapolis, MN  55440

Debra A. Hutchinson                    Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

James M. Jensen                        Vice President and                  None
IDS Tower 10                           Controller-Advice and Retail
Minneapolis, MN  55440                 Distribution Group

Marietta L. Johns                      Senior Vice President-Field         None
IDS Tower 10                           Management
Minneapolis, MN  55440

Nancy E. Jones                         Vice President-Business             None
IDS Tower 10                           Development
Minneapolis, MN  55440

Ora J. Kaine                           Vice President-Financial Advisory   None
IDS Tower 10                           Services
Minneapolis, MN  55440

Linda B. Keene                         Vice President-Market Development   None
IDS Tower 10
Minneapolis, MN  55440

Raymond G. Kelly                       Group Vice President-North Texas    None
Suite 250
801 East Campbell Road
Richardson, TX  75081

Richard W. Kling                       Senior Vice President-Insurance     None
IDS Tower 10                           Products
Minneapolis, MN  55440

John M. Knight                         Vice President-Investment           Treasurer
IDS Tower 10                           Accounting
Minneapolis, MN  55440

Paul F. Kolkman                        Vice President-Actuarial Finance    None
IDS Tower 10
Minneapolis, MN  55440

Claire Kolmodin                        Vice President-Service Quality      None
IDS Tower 10
Minneapolis, MN  55440

David S. Kreager                       Group Vice President-Greater        None
Suite 108                              Michigan
Trestle Bridge V
5136 Lovers Lane
Kalamazoo, MI  49002

Steven C. Kumagai                      Director and Senior Vice            None
IDS Tower 10                           President-Direct and Interactive
Minneapolis, MN  55440                 Group

Mitre Kutanovski                       Group Vice President-Chicago Metro  None
Suite 680
8585 Broadway
Merrillville, IN  48410

Kurt A. Larson                         Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Lori J. Larson                         Vice President-Brokerage and        None
IDS Tower 10                           Direct Services
Minneapolis, MN  55440

Daniel E. Laufenberg                   Vice President and Chief U.S.       None
IDS Tower 10                           Economist
Minneapolis, MN  55440

Peter A. Lefferts                      Senior Vice President-Corporate     None
IDS Tower 10                           Strategy and Development
Minneapolis, MN  55440

Douglas A. Lennick                     Director and Executive Vice         None
IDS Tower 10                           President-Private Client Group
Minneapolis, MN  55440

Mary J. Malevich                       Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440



<PAGE>



Fred A. Mandell                        Vice President-Distribution         None
IDS Tower 10                           Channel Marketing
Minneapolis, MN  55440

Daniel E. Martin                       Group Vice President-Pittsburgh     None
Suite 650                              Metro
5700 Corporate Drive
Pittsburgh, PA  15237

Timothy J. Masek                       Vice President and Director of      None
IDS Tower 10                           Global Research
Minnapolis, MN  55440

Sarah A. Mealey                        Vice President-Mutual Funds         None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                         Vice President-Assured Assets       None
IDS Tower 10
Minneapolis, MN  55440

Shashank B. Modak                      Vice President - Technology Leader  None
IDS Tower 10
Minneapolis, MN  55440

Pamela J. Moret                        Senior Vice President-Investment    None
IDS Tower 10                           Products and Vice
Minneapolis, MN  55440                 President-Variable Assets

Barry J. Murphy                        Senior Vice President-Client        None
IDS Tower 10                           Service
Minneapolis, MN  55440

Mary Owens Neal                        Vice President-Consumer Marketing   None
IDS Tower 10
Minneapolis, MN  55440

Thomas V. Nicolosi                     Group Vice President-New York       None
Suite 220                              Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528

Michael J. O'Keefe                     Vice President-Advisory Business    None
IDS Tower 10                           Systems
Minneapolis, MN 55440

James R. Palmer                        Vice President-Taxes                None
IDS Tower 10
Minneapolis, MN  55440

Marc A. Parker                         Group Vice                          None
10200 SW Greenburg Road                President-Portland/Eugene
Suite 110
Portland, OR 97223

Carla P. Pavone                        Vice President-Compensation         None
IDS Tower 10                           Services and ARD Product
Minneapolis, MN  55440                 Distribution

Thomas P. Perrine                      Senior Vice President-Group         None
IDS Tower 10                           Relationship Leader/American
Minneapolis, MN  55440                 Express Technologies Financial
                                       Services

Susan B. Plimpton                      Vice President-Marketing Services   None
IDS Tower 10
Minneapolis, MN  55440

Larry M. Post                          Group Vice President-Philadelphia   None
One Tower Bridge                       Metro
100 Front Street 8th Fl
West Conshohocken, PA  19428

Ronald W. Powell                       Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Diana R. Prost                         Group Vice                          None
3030 N.W. Expressway                   President-Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                         Vice President Branded Platform     None
IDS Tower 10                           Project
Minneapolis, MN  55440

Frederick C. Quirsfeld                 Senior Vice President-Fixed Income  Vice President - Fixed Income
IDS Tower 10                                                               Investments
Minneapolis, MN  55440

Rollyn C. Renstrom                     Vice President-Corporate Planning   None
IDS Tower 10                           and Analysis
Minneapolis, MN  55440

R. Daniel Richardson III               Group Vice President-Southern       None
Suite 800                              Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX  78759

ReBecca K. Roloff                      Senior Vice President-Field         None
IDS Tower 10                           Management and Financial Advisory
Minneapolis, MN  55440                 Service

Stephen W. Roszell                     Senior Vice                         None
IDS Tower 10                           President-Institutional
Minneapolis, MN  55440

Max G. Roth                            Group Vice                          None
Suite 201 S IDS Ctr                    President-Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI  54304

Diane M. Ruebling                      Group Vice President-Central        None
Suite 200, Bldg. B                     California/Western Nevada
2200 Douglas Blvd.
Roseville, CA  95661

Erven A. Samsel                        Senior Vice President-Field         None
45 Braintree Hill Park                 Management
Suite 402
Braintree, MA  02184

Theresa M. Sapp                        Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

Russell L. Scalfano                    Group Vice                          None
Suite 201                              President-Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz                      Group Vice President-Arizona/Las    None
Suite 205                              Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                     Senior Vice President and Chief     None
IDS Tower 10                           Financial Officer
Minneapolis, MN  55440

Donald K. Shanks                       Vice President-Property Casualty    None
IDS Tower 10
Minneapolis, MN  55440

F. Dale Simmons                        Vice President-Senior Portfolio     None
IDS Tower 10                           Manager, Insurance Investments
Minneapolis, MN  55440

Judy P. Skoglund                       Vice President-Quality and          None
IDS Tower 10                           Service Support
Minneapolis, MN  55440

James B. Solberg                       Group Vice President-Eastern Iowa   None
466 Westdale Mall                      Area
Cedar RapIDS, IA  52404

Bridget Sperl                          Vice President-Geographic Service   None
IDS Tower 10                           Teams
Minneapolis, MN  55440

Paul J. Stanislaw                      Group Vice President-Southern       None
Suite 1100                             California
Two Park Plaza
Irvine, CA  92714

Lisa A. Steffes                        Vice President - Marketing Offer    None
IDS Tower 10                           Development
Minneapolis, MN  55440

Lois A. Stilwell                       Group Vice President-Outstate       None
Suite 433                              Minnesota Area/ North
9900 East Bren Road                    Dakota/Western Wisconsin
Minnetonka, MN  55343

William A. Stoltzmann                  Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

James J. Strauss                       Vice President and General Auditor  None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey J. Stremcha                    Vice President-Information          None
IDS Tower 10                           Resource Management/ISD
Minneapolis, MN  55440

Barbara Stroup Stewart                 Vice President-Channel Development  None
IDS Tower 10
Minneapolis, MN  55440

Craig P. Taucher                       Group Vice                          None
Suite 150                              President-Orlando/Jacksonville
4190 Belfort Road
Jacksonville,  FL  32216

Neil G. Taylor                         Group Vice                          None
Suite 425                              President-Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas                         Senior Vice President               Board Member
IDS Tower 10
Minneapolis, MN  55440

Keith N. Tufte                         Vice President and Director of      None
IDS Tower 10                           Equity Research
Minneapolis, MN  55440

Peter S. Velardi                       Group Vice                          None
Suite 180                              President-Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer                Group Vice President-Detroit Metro  None
8115 East Jefferson Avenue
Detroit, MI  48214

Donald F. Weaver                       Group Vice President-Greater        None
3500 Market Street, Suite 200          Pennsylvania
Camp Hill, PA  17011

Norman Weaver Jr.                      Senior Vice President - Alliance    None
1010 Main St. Suite 2B                 Group
Huntington Beach, CA  92648

Michael L. Weiner                      Vice President-Tax Research and     None
IDS Tower 10                           Audit
Minneapolis, MN  55440

Jeffry M. Welter                       Vice President-Equity and Fixed     None
IDS Tower 10                           Income Trading
Minneapolis, MN  55440

Thomas L. White                        Group Vice President-Cleveland      None
Suite 200                              Metro
28601 Chagrin Blvd.
Woodmere, OH  44122

Eric S. Williams                       Group Vice President-Virginia       None
Suite 250
3951 Westerre Parkway
Richmond, VA  23233

William J. Williams                    Group Vice President-Western        None
Two North Tamiami Trail                Florida
Suite 702
Sarasota, FL  34236

Edwin M. Wistrand                      Vice President and Assistant        None
IDS Tower 10                           General Counsel
Minneapolis, MN  55440

Michael D. Wolf                        Vice President-Senior Portfolio     None
IDS Tower 10                           Manager
Minneapolis, MN  55440

Michael R. Woodward                    Senior Vice President-Field         None
32 Ellicott St                         Management
Suite 100
Batavia, NY  14020

Rande L. Zellers                       Group Vice President-Gulf States    None
1 Galleria Blvd., Suite 1900
Metairie, LA  70001

</TABLE>

Item 27 (c).        Not Applicable

Item 28.            Location of Accounts and Records

                    American Express Financial Corporation
                    IDS Tower 10
                    Minneapolis, MN  55440

Item 29.            Management Services

                    Not Applicable.

Item 30.            Undertakings

                    Not Applicable.



<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act and the Investment  Company
Act, the  Registrant,  AXP Special  Tax-Exempt  Series Trust,  certifies that it
meets  all of the  requirements  for  effectiveness  of  this  Amendment  to its
Registration  Statement  under rule 485(b) under the Securities Act and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the undersigned,  thereunto duly  authorized,  in the City of Minneapolis and
State of Minnesota on the ____ day of August 2000.

AXP SPECIAL TAX-EXEMPT SERIES TRUST


By  /s/  Arne H. Carlson**
         Arne H. Carlson, Chief Executive Officer


By   /s/ John M. Knight
         John M. Knight, Treasurer


Pursuant to the  requirements  of the  Securities  Act,  this  Amendment  to the
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 28th day of August 2000.

Signature                                            Capacity

                                                     Trustee
     Peter J. Anderson

/s/  H. Brewster Atwater, Jr.*                       Trustee
     H. Brewster Atwater, Jr.

/s/  Arne H. Carlson*                                Chairman of the Board
     Arne H. Carlson

/s/  Lynne V. Cheney                                 Trustee
     Lynn V. Cheney

/s/  David R. Hubers*                                Trustee
     David R. Hubers

/s/  Heinz F. Hutter*                                Trustee
     Heinz F. Hutter

/s/  Anne P. Jones*                                  Trustee
     Anne P. Jones

/s/  William R. Pearce*                              Trustee
     William R. Pearce

<PAGE>

Signature                                            Capacity


/s/  Alan K. Simpson*                                Trustee
     Alan K. Simpson

/s/  John R. Thomas*                                 Trustee
     John R. Thomas

/s/  C. Angus Wurtele*                               Trustee
     C. Angus Wurtele


*    Signed pursuant to Trustees'  Power of Attorney,  dated Jan. 13, 2000 filed
     electronically as Exhibit (q)(1) to Registrant's  Post-Effective  Amendment
     No. 33 by:



/s/ Leslie L. Ogg
Leslie L. Ogg

**   Signed pursuant to Officers'  Power of Attorney,  dated Jan. 13, 2000 filed
     electronically as Exhibit (q)(2) to Registrant's  Post-Effective  Amendment
     No. 33 by:



/s/ Leslie L. Ogg
Leslie L. Ogg

<PAGE>

CONTENTS OF THIS POST-EFFECTIVE  AMENDMENT NO. 34 TO REGISTRATION  STATEMENT
NO. 33-5102

This Post-Effective Amendment comprises the following papers and documents:

The facing sheet.

PART A

         Prospectus for AXP California, Massachusetts, Michigan, Minnesota, New
         York and Ohio Tax-Exempt Funds.

         Prospectus for AXP Insured Tax-Exempt Fund.

PART B

         Statement of Additional Information for AXP California,  Massachusetts,
         Michigan, Minnesota, New York and Ohio Tax-Exempt Funds.

         Statement of Additional Information for AXP Insured Tax-Exempt Fund.

         Financial Statements.

PART C

         Other information.

         Exhibits.

The signatures.



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