AXP GLOBAL SERIES INC
485BPOS, 2000-12-22
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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.       35   (File No. 33-25824)              [X]
                              ---------

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.       37    (File No. 811-5696)                            [X]
                  -------

AXP GLOBAL SERIES, INC.
200 AXP Financial Center
Minneapolis, Minnesota  55474

Leslie L. Ogg - 901 S. Marquette Avenue, 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 Dec.  29, 2000,  pursuant to  paragraph  (b)
[ ] 60 days after filing pursuant to paragraph  (a)(1)
[ ] on (date) pursuant to paragraph  (a)(1)
[ ] 75 days after filing  pursuant to paragraph  (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:
[ ] This Post-Effective  Amendment  designates a new effective date for a
    previously filed Post-Effective Amendment.

AXP Emerging  Markets Fund, AXP Global Bond Fund, AXP Global Growth Fund and AXP
Innovations  Fund,  series  of the  Registrant,  have  adopted  a  master/feeder
operating structure. This Post-Effective Amendment includes a signature page for
World Trust, the master fund.

<PAGE>


AXP(R) Emerging Markets Fund

Prospectus Dec. 29, 2000


AXP Emerging Markets Fund seeks to provide  shareholders  with long-term capital
growth.

Please note that this Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                                3p

Goal                                    3p

Investment Strategy                     3p

Risks                                   4p

Past Performance                        5p

Fees and Expenses                       7p

Management                              8p

Buying and Selling Shares               8p

Valuing Fund Shares                     8p

Investment Options                      8p

Purchasing Shares                      10p

Transactions through Third Parties     12p

Sales Charges                          12p

Exchanging/Selling Shares              15p

Distributions and Taxes                17p

Master/Feeder Structure                19p

Other Information                      19p

Financial Highlights                   20p


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.

Master/Feeder Structure

Describes the Fund's investment structure.

Financial Highlights

Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL

AXP  Emerging  Markets  Fund  (the  Fund)  seeks to  provide  shareholders  with
long-term capital growth.  Because any investment involves risk,  achieving this
goal cannot be guaranteed.

The Fund seeks to achieve  its goal by  investing  all of its assets in a master
portfolio rather than by directly investing in and managing its own portfolio of
securities.  The master  portfolio has the same goal and investment  policies as
the Fund.

INVESTMENT STRATEGY

The Fund's assets  primarily  are invested in equity  securities of companies in
emerging  market  countries.  Emerging  markets are countries  characterized  as
developing  or  emerging by either the World Bank or the United  Nations.  Under
normal  market  conditions,  at least 65% of the  Fund's  total  assets  will be
invested  in  companies  located in at least  three  different  emerging  market
countries.  Included  within this 65% are the  securities of companies that earn
50% or more of their total revenues from goods or services  produced in emerging
market countries or from sales made in emerging market countries.

The  selection  of  geographic  regions 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 within emerging market countries.

o  Determining the percentage of assets to invest in a particular  country based
   upon its economic outlook,  political environment,  and growth rate (the Fund
   may invest a  significant  portion of its assets in a  particular  country or
   region).

o Identifying companies with:

  -- effective management,

  -- financial strength,

  -- prospects for growth and development, and

  -- high demand for their products or services.

o  Identifying  securities with sufficient liquidity in trading volume (however,
   AEFC may invest up to 10% of the Fund's net assets in illiquid securities).

o  Buying  securities of those  companies AEFC  considers to be industry  market
   leaders offering the best opportunity for long-term growth.

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

  -- the security is overvalued relative to alternative investments, and

  -- the company or the security continues to meet the standards described
     above.

Because the economies of emerging markets can change much more rapidly than that
of the U.S.,  AEFC will focus on the risks  associated  with potential  currency
devaluations or sharp changes in monetary policy.  If AEFC believes  economic or
political  developments  may result in lower share  prices,  it will  attempt to
reduce the investments in that country.

AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time, AEFC may purchase derivative instruments to hedge against currency
fluctuations.  Additionally,  the Fund may  utilize  derivative  instruments  to
produce incremental earnings and to increase flexibility.

<PAGE>

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments such as money market securities and debt securities.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  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.

RISKS

This Fund is designed for long-term investors with above-average risk tolerance.
Please  remember  that  with any  mutual  fund  investment  you may lose  money.
Principal risks associated with an investment in the Fund include:

   Market Risk

   Foreign/Emerging Markets Risk

   Liquidity Risk

   Style Risk

   Sector/Concentration 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.

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.

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 these  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.

<PAGE>

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.

Style Risk

AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
quickly.

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).

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 that the
   Fund has  existed, 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.


Class A Performance (based on calendar years)


                                                       +6.26%          +79.03%
1991    1991    1992    1993    1994    1995    1996    1997    1998    1999
                                                               -30.26%

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter  was  +37.49%  (quarter  ending  June 1999) and the lowest  return for a
calendar quarter was -27.03% (quarter ending September 1998).

The 5.75% 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 Sept. 30, 2000 was -22.58%.

<PAGE>


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

                                                 1 year        Since inception

Emerging Markets:

   Class A                                       +68.73%          +8.24%(a)

   Class B                                       +73.77%          +8.70%(a)

   Class Y                                       +79.20%         +10.37%(a)

MSCI Emerging Markets Free Index                 +63.70%          +0.99%(b)

Lipper Emerging Markets Funds Index              +68.97%          +3.70%(b)

(a) Inception date was Nov. 13, 1996.

(b) Measurement period started Dec. 1, 1996.

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 different  classes varies because of
differences  in sales charges and fees.  Class C became  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.

Morgan Stanley  Capital  International  (MSCI)  Emerging  Markets Free Index, an
unmanaged market  capitalization-weighted index, is compiled from a composite of
securities  markets  of  26  emerging  market  countries.   The  index  reflects
reinvestment  of all  distributions  and changes in market prices,  but excludes
brokerage commissions or other fees.

Lipper  Emerging  Markets Funds Index,  an unmanaged  index  published by Lipper
Inc.,  includes 30 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.
<TABLE>
<CAPTION>
Shareholder Fees (fees paid directly from your investment)
<S>                                                            <C>           <C>      <C>         <C>
                                                               Class A       Class B  Class C     Class Y

Maximum sales charge (load) imposed on purchases(a)

(as a percentage of offering price)                               5.75%(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 expenses(d) (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(e)                                                1.10%      1.10%      1.10%      1.10%

Distribution (12b-1) fees                                         0.25%      1.00%      1.00%      0.00%

Other expenses(f)                                                 0.48%      0.50%      0.50%      0.56%

Total                                                             1.83%      2.60%      2.60%      1.66%
</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)  Both in this  table and the  following  example,  fund  operating  expenses
     include  expenses  charged  by both the Fund and its  Master  Portfolio  as
     described under "Management." 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)  Includes the impact of a  performance  adjustment  fee that  increased  the
     management fee by 0.01% for the most recent fiscal year.

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


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)           $750            $1,118            $1,509          $2,604

Class B(b)           $663            $1,109            $1,481          $2,751(d)

Class B(c)           $263           $   809            $1,381          $2,751(d)

Class C              $263           $   809            $1,381          $2,938


Class Y              $169           $   524           $   903          $1,970

(a) Includes a 5.75% 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


The Fund's assets are invested in Emerging  Markets  Portfolio (the  Portfolio),
which is managed by AEFC and its London based subsidiary, American Express Asset
Management  International  Inc.  Julian A. S.  Thompson  joined  AEFC in 1999 as
manager of the Portfolio.  He also manages AXP VP - Emerging Markets Fund. Prior
to joining AEFC,  from 1993 to 1999,  he was an  investment  manager for Stewart
Ivory, a Scottish investment company.


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.


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 those  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% (may be subject to a
   CDSC).


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.

<PAGE>

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.

The following table shows the key features of each class:


<TABLE>
<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     No. Entire purchase     No. Entire purchase      No. Entire purchase
                             of purchase. Lower       price is invested in    price is invested in     price is invested in
                             sales charge for         shares of the Fund.     shares of the Fund.      shares of the Fund.
                             larger investments.
---------------------------- ------------------------ ----------------------- ------------------------ ------------------------
Deferred Sales Charge        On purchases over        Maximum 5% CDSC         1% CDSC applies if you   None.
                             $500,000, 1% CDSC        during the first year   sell your shares less
                             applies if you sell      decreasing to 0%        than one year after
                             your shares less than    after six years.        purchase.
                             one 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 in   No.                      No.
                                                      ninth calendar year
                                                      of ownership.
---------------------------- ------------------------ ----------------------- ------------------------ ------------------------
</TABLE>


<PAGE>

  *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
<TABLE>
<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 estate     The legal entity (not the personal representative or
                                                  trustee, unless no legal entity is designated in the account
                                                  title)
------------------------------------------------- --------------------------------------------------------------
Sole proprietorship                               The owner
------------------------------------------------- --------------------------------------------------------------
Partnership                                       The partnership
------------------------------------------------- --------------------------------------------------------------
Corporate                                         The corporation
------------------------------------------------- --------------------------------------------------------------
Association, club or tax-exempt organization      The organization
------------------------------------------------- --------------------------------------------------------------
</TABLE>

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

<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

Qualified accounts:        none

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:    $50 per payment for qualified accounts;
                           $100 per payment for nonqualified accounts

Account balances:          none (on a scheduled investment plan 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, N.A.

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 $49,999                      5.75%                         6.10%


$50,000 - $99,999                  4.75                          4.99

$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, 2001.

The  sales  charge  on Class A  shares  may be lower  than  5.75%,  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, 2001, 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

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.

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.

<PAGE>

REINVESTMENTS

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

o  you request distributions in cash, or

o  you direct  the Fund to invest  your  distributions  in the same class of any
   publicly  offered  American Express 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

Distributions  are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

Income received by the Fund may be subject to foreign tax and  withholding.  Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

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.

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

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

<PAGE>

Master/Feeder Structure

This Fund uses a  master/feeder  structure.  This  means that the Fund (a feeder
fund)  invests  all of its  assets  in the  Portfolio  (the  master  fund).  The
master/feeder  structure  offers the  potential  for  reduced  costs  because it
spreads fixed costs of portfolio  management  over a larger pool of assets.  The
Fund may withdraw its assets from the  Portfolio at any time if the Fund's board
determines that it is best. In that event,  the board would consider what action
should be taken,  including whether to hire an investment  advisor to manage the
Fund's assets  directly or to invest all of the Fund's assets in another  pooled
investment entity. Here is an illustration of the structure:

Investors buy shares in the Fund

The Fund buys units in the Portfolio

The Portfolio invests in securities, such as stocks or bonds

Other feeders may include mutual funds and institutional accounts. These feeders
buy the Portfolio's  securities on the same terms and conditions as the Fund and
pay  their  proportionate  share of the  Portfolio's  expenses.  However,  their
operating  costs  and  sales  charges  are  different  from  those of the  Fund.
Therefore,  the  investment  returns for other  feeders are  different  from the
returns of the Fund.

Other Information

INVESTMENT MANAGER

The  investment  manager of the  Portfolio is AEFC,  200 AXP  Financial  Center,
Minneapolis,  MN 55474.  The Portfolio  pays AEFC a fee for managing its assets.
The  Fund  pays  its  proportionate  share  of the  fee.  Under  the  Investment
Management Services Agreement, the fee for the most recent fiscal year was 1.10%
of its average daily net assets.  Under the  agreement,  the Portfolio 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.


American  Express  Asset  Management   International   Inc.   (Sub-Adviser),   a
wholly-owned subsidiary of AEFC at 50192 AXP Financial Center,  Minneapolis,  MN
55474, sub-advises the Fund's assets.


<PAGE>

Financial Highlights
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)


                                                                                            Class A

                                                                         2000         1999          1998         1997(b)
<S>                                                                   <C>           <C>         <C>             <C>
Net asset value, beginning of period                                    $4.99        $3.44         $5.33        $5.00

Income from investment operations:

Net investment income (loss)                                            (.02)          .02           .04          .01

Net gains (losses) (both realized and unrealized)                       (.16)         1.54        (1.79)          .33

Total from investment operations                                        (.18)         1.56        (1.75)          .34

Less distributions:

Dividends from net investment income                                       --        (.01)            --        (.01)

Distributions from realized gains                                          --           --         (.14)           --

Total distributions                                                        --        (.01)         (.14)        (.01)

Net asset value, end of period                                          $4.81        $4.99         $3.44        $5.33

Ratios/supplemental data

Net assets, end of period (in millions)                                  $234         $251          $187         $243

Ratio of expenses to average daily net assets(c)                        1.83%        2.03%         1.93%        1.90%(d,e)

Ratio of net investment income (loss) to average daily net assets      (.38%)         .14%          .82%         .28%(e)

Portfolio turnover rate (excluding short-term securities)                143%         143%          108%          87%

Total return(f)                                                       (3.60%)       45.13%      (33.74%)        6.84%

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

(b)  For the period from Nov. 13, 1996 (commencement of operations) to Oct. 31, 1997.

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

(d)  During the period from Nov. 13, 1996 to Oct. 31, 1997, AEFC reimbursed the Fund for certain
     expenses. Had AEFC not done so, the annual ratio of expenses would have been 1.92%.

(e)  Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                            Class B

                                                                         2000         1999          1998         1997(b)

Net asset value, beginning of period                                    $4.88        $3.39         $5.29        $5.00

Income from investment operations:

Net investment income (loss)                                            (.07)        (.05)            --        (.04)

Net gains (losses) (both realized and unrealized)                       (.14)         1.54        (1.76)          .33

Total from investment operations                                        (.21)         1.49        (1.76)          .29

Less distributions:

Distributions from realized gains                                          --           --         (.14)           --

Net asset value, end of period                                          $4.67        $4.88         $3.39        $5.29

Ratios/supplemental data

Net assets, end of period (in millions)                                  $120         $130           $97         $114

Ratio of expenses to average daily net assets(c)                        2.60%        2.81%         2.71%   2.67%(d,e)

Ratio of net investment income (loss) to average daily net assets     (1.14%)       (.63%)          .07%    (.50%)(e)

Portfolio turnover rate (excluding short-term securities)                143%         143%          108%          87%

Total return(f)                                                       (4.30%)       43.87%      (34.24%)        6.07%
</TABLE>

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

(b)  For the period from Nov. 13, 1996  (commencement of operations) to Oct. 31,
     1997.

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

(d)  During the period from Nov. 13, 1996 to Oct. 31, 1997,  AEFC reimbursed the
     Fund for  certain  expenses.  Had AEFC not done so,  the  annual  ratios of
     expenses would have been 2.69%.

(e)  Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                         Class C

                                                                         2000(b)

Net asset value, beginning of period                                       $5.64

Income from investment operations:

Net investment income (loss)                                               (.01)

Net gains (losses) (both realized and unrealized)                          (.95)

Total from investment operations                                           (.96)

Net asset value, end of period                                             $4.68

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(c)                        2.60%(d)

Ratio of net investment income (loss) to average daily net assets     (2.06%)(d)

Portfolio turnover rate (excluding short-term securities)                   143%

Total return(e)                                                         (17.02%)

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

(b) Inception date was June 26, 2000.

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

(d) Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,
<TABLE>
<CAPTION>

Per share income and capital changes(a)

                                                                                            Class Y

                                                                         2000         1999          1998         1997(b)
<S>                                                                   <C>           <C>         <C>             <C>
Net asset value, beginning of period                                    $4.99        $3.45         $5.33        $5.00

Income from investment operations:

Net investment income (loss)                                            (.01)          .02           .04          .01

Net gains (losses) (both realized and unrealized)                       (.15)         1.53        (1.78)          .33

Total from investment operations                                        (.16)         1.55        (1.74)          .34

Less distributions:

Dividends from net investment income                                       --        (.01)            --        (.01)

Distributions from realized gains                                          --           --         (.14)           --

Total distributions                                                        --        (.01)         (.14)        (.01)

Net asset value, end of period                                          $4.83        $4.99         $3.45        $5.33

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(c)                        1.66%        1.88%         1.86%      1.75(d,e)

Ratio of net investment income (loss) to average daily net assets      (.29%)        1.18%         1.03%        .33%e

Portfolio turnover rate (excluding short-term securities)                143%         143%          108%          87%

Total return(f)                                                       (3.21%)       45.29%      (33.66%)        6.86%
</TABLE>

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

(b)  For the period from Nov. 13, 1996  (commencement of operations) to Oct. 31,
     1997.

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

(d)  During the period from Nov. 13, 1996 to Oct. 31, 1997,  AEFC reimbursed the
     Fund for  certain  expenses.  Had AEFC not done so,  the  annual  ratios of
     expenses would have been 1.77%.

(e)  Adjusted to an annual basis.

(f)  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>

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 #811-5696

TICKER SYMBOL

Class A: IDEAX    Class B: IEMBX    Class C: N/A    Class Y: N/A

S-6354-99 G (12/00)

<PAGE>


AXP(R) Global Balanced Fund

PROSPECTUS Dec. 29, 2000


AXP Global Balanced Fund seeks to provide  shareholders with a balance of growth
of capital and current income.

Please note that this Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                                3p

Goal                                    3p

Investment Strategy                     3p

Risks                                   4p

Past Performance                        5p

Fees and Expenses                       7p

Management                              8p

Buying and Selling Shares               8p

Valuing Fund Shares                     8p

Investment Options                      8p

Purchasing Shares                      10p

Transactions through Third Parties     12p

Sales Charges                          12p

Exchanging/Selling Shares              15p

Distributions and Taxes                17p

Other Information                      18p

Financial Highlights                   19p



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 Global Balanced Fund (the Fund) seeks to provide shareholders with a balance
of growth of capital and current income.  Because any investment  involves risk,
achieving this goal cannot be guaranteed.

INVESTMENT STRATEGY

The Fund's assets  primarily  are invested in a  combination  of equity and debt
securities of issuers throughout the world.  Under normal market conditions,  at
least 65% of the Fund's total assets will be invested in securities of companies
located in at least three  different  countries.  No less than 25% of the Fund's
total assets will be invested in debt securities or debt convertible securities.
No more than 20% of the  Fund's  net  assets  will be  invested  in bonds  below
investment grade.

The selection of geographic regions and  investment-grade  bonds are the primary
decisions in building the investment portfolio.

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

o  Considering opportunities and risks within international regions or countries
   (the Fund may invest a  significant  portion  of its  assets in a  particular
   country or region).

o  Identifying sectors with strong potential.

o  Identifying  securities with sufficient liquidity in trading volume (however,
   AEFC may invest up to 10% of the Fund's net assets in illiquid securities).

o  Identifying companies with:

   -- effective management,

   -- financial strength, and

   -- high demand for their products or services.

AEFC chooses debt obligations by:

o  Considering opportunities and risks by credit rating and currency.

o  Identifying investment-grade U.S. and foreign bonds.

o  Identifying below investment-grade U.S. and foreign bonds (junk bonds).

o  Focusing on bonds that contribute to portfolio diversification.

o  Identifying  bonds  that can  take  advantage  of  currency  movements  and
   interest rate differences among nations.

AEFC decides how much to invest in various countries and local  currencies,  and
buys securities that offer the best  opportunity for long-term growth or current
income.

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

   -- the security is overvalued relative to alternative investments,

   -- the security has reached AEFC's price objective, and

   -- the company or the security  continues to meet the  standards  described
      above.

AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time, AEFC may purchase derivative instruments to hedge against currency
fluctuations.

<PAGE>

Although  not a primary  investment  strategy,  the Fund may utilize  derivative
instruments to produce  incremental  earnings and to increase  flexibility.  The
Fund also may invest in other securities,  such as preferred stocks, convertible
securities and money market securities.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  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.

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

   Foreign Risk

   Sector/Concentration Risk

   Liquidity Risk

   Credit 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.

Foreign Risk

The following are all components of foreign 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.

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.

<PAGE>

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).

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.

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.

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 that the
  Fund has existed, and

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

Class A Performance (based on calendar years)

(In the Prospectus this is a bar graph)

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

<TABLE>
<S>   <C>    <C>    <C>    <C>    <C>    <C>   <C>     <C>     <C>


                                               +10.09% +19.54% +18.64%
1990   1991   1992   1993   1994   1995   1996   1997   1998   1999
</TABLE>

During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was +16.18%  (quarter  ending December 1999) and the lowest return for a
calendar quarter was -8.74% (quarter ending September 1998).

The 5.75% 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 Sept. 30, 2000 was -5.56%.


<PAGE>

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

                                                             1 year          Since inception

Global Balanced:

   Class A                                                  +11.82%            +12.96%(a)

   Class B                                                  +13.65%            +13.49%(a)

   Class Y                                                  +18.94%            +15.32%(a)

MSCI All Country World Free Index                           +28.80%            +12.32%(b)

Lipper Global Flexible Funds Index                          +22.37%            +14.00%(b)

MSCI World Index                                            +23.56%            +18.82%(b)

</TABLE>

(a) Inception date was Nov. 13, 1996.

(b) Measurement period started Dec. 1, 1996.


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 different  classes varies because of
differences  in sales charges and fees.  Class C became  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.

Morgan Stanley  Capital  International  (MSCI) All Country World Free Index,  an
unmanaged  index,  is compiled  from a  composite  of  securities  markets of 47
countries,   including  Canada,  the  United  States,  and  26  emerging  market
countries.  The index reflects  reinvestment of all distributions and changes in
market prices, but excludes brokerage commissions or other fees.

Lipper Global Flexible 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.

Morgan Stanley Capital  International  (MSCI) World Index,  an unmanaged  market
index,  compiled  from a composite  of over 1500  companies  listed on the stock
exchanges of North America,  Europe,  New Zealand and the Far East. The index is
widely recognized by investors as the measurement index for portfolios of global
securities.  The index reflects reinvestment of all distributions and changes in
market prices, but excludes brokerage commissions or other fees.

<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>
<S>                                                           <C>           <C>          <C>          <C>
                                                              Class A       Class B      Class C      Class Y

Maximum sales charge (load) imposed on purchases(a)

(as a percentage of offering price)                           5.75%(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
</TABLE>
<TABLE>

Annual Fund operating expenses(d) (expenses that are deducted from Fund assets)
<S>                                                           <C>           <C>          <C>          <C>
As a percentage of average daily net assets:                  Class A       Class B      Class C      Class Y


Management fees(e)                                                0.72%        0.72%        0.72%        0.72%

Distribution (12b-1) fees                                         0.25%        1.00%        1.00%        0.00%

Other expenses(f)                                                 0.34%        0.35%        0.35%        0.48%


Total                                                             1.31%        2.07%        2.07%        1.20%
</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, 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) Includes  the impact of a  performance  adjustment  fee that  decreased  the
    management fee by 0.07% for the most recent fiscal year.


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

Example

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

Assume you invest $10,000 and the Fund earns a 5% annual  return.  The operating
expenses remain the same each year. If you hold your shares until the end of the
years shown, your costs would be:
<TABLE>
<S>                     <C>             <C>               <C>               <C>
                        1 year          3 years           5 years           10 years

Class A(a)               $701             $967             $1,253           $2,068

Class B(b)               $610             $949             $1,214           $2,210(d)

Class B(c)               $210             $649             $1,114           $2,210(d)

Class C                  $210             $649             $1,114           $2,405

Class Y                  $122             $381               $661           $1,459
</TABLE>

(a) Includes a 5.75% 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


Mark Fawcett,  co-portfolio manager of the Fund since 2000, joined AEFC in 1999.
He  is  chief   investment   officer  of  American   Express  Asset   Management
International Inc. (AEAMI), the London-based subsidiary of AEFC. He also manages
AXP  International  Fund,  AXP VP  International  Fund,  IDS life  Series Fund -
International  Portfolio and the international portion of AXP Managed Allocation
Fund. Prior to joining AEFC, Mark was with Gartmore Investment Management plc, a
pension fund and mutual fund management company in the U.K. from 1991 to 1999.

Elizabeth  X. Q. Tran  became  co-portfolio  manager  of the Fund  with  overall
responsibility  for setting asset  allocation in September 2000. She joined AEFC
in 1993 as Chief Investment Director - Pacific for AEAMI.

Mike Ng joined AEFC in 1994 and began  managing the fixed income  portion of the
Fund in July of 1998.  He also  serves as a portfolio  manager of AXP  Signature
Portfolios and AXP Worldfolio Portfolios.  Prior to joining AEFC, he was a fixed
income analyst for the St.
Paul Companies.


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.


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% (may be subject to a
   CDSC).


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.

<PAGE>

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.

The following table shows the key features of each class:
<TABLE>
<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
                        purchase. Lower sales      price is invested in     price is invested in     price is invested in
                        charge for larger          shares of the Fund.      shares of the Fund.      shares of the Fund.
                        investments.
----------------------- -------------------------- ------------------------ ------------------------ ------------------------
----------------------- -------------------------- ------------------------ ------------------------ ------------------------


Deferred Sales Charge   On purchases over          Maximum 5% CDSC during   1% CDSC applies if you   None.
                        $500,000, 1% CDSC          the first year           sell your shares less
                        applies if you sell your   decreasing to 0% after   than one year after
                        shares less than one       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 in    No.                      No.
                                                   ninth calendar year of
                                                   ownership.
----------------------- -------------------------- ------------------------ ------------------------ ------------------------
</TABLE>

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

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

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

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

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

<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
<TABLE>
<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         The minor
(Uniform Gifts/Transfers to Minors
Act)
------------------------------------ --------------------------------------------------------------
------------------------------------ --------------------------------------------------------------
A revocable living trust             The grantor-trustee (the  person  who puts the money into
                                     the trust)
------------------------------------ --------------------------------------------------------------
------------------------------------ --------------------------------------------------------------
An irrevocable trust, pension        The legal entity (not the personal  representative
or trust or estate                   trustee, unless no legal entity is designated in the account
                                     title)
------------------------------------ --------------------------------------------------------------
------------------------------------ --------------------------------------------------------------
Sole proprietorship                  The owner
------------------------------------ --------------------------------------------------------------
------------------------------------ --------------------------------------------------------------
Partnership                          The partnership
------------------------------------ --------------------------------------------------------------
------------------------------------ --------------------------------------------------------------
Corporate                            The corporation
------------------------------------ --------------------------------------------------------------
------------------------------------ --------------------------------------------------------------
Association, club or tax-exempt      The organization
organization
------------------------------------ --------------------------------------------------------------
</TABLE>
For details on TIN requirements, contact your financial advisor to obtain a copy
of  federal  Form  W-9,   "Request  for  Taxpayer   Identification   Number  and
Certification."   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

Qualified accounts:        none

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:  $50 per payment for qualified accounts;  $100 per
payment for nonqualified accounts

Account  balances:  none  (on a  scheduled  investment  plan  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, N. A.

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:
<TABLE>
<S>                                 <C>                                <C>


                                    Public offering price*             Net amount invested

Up to $49,999                                  5.75%                             6.10%


$50,000 - $99,999                              4.75                              4.99

$100,000 - $249,999                            3.75                              3.90

$250,000 - $499,999                            2.50                              2.56


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


$1,000,000 or more                             0.00                              0.00
</TABLE>


  * Offering price includes the sales charge.

 ** The sales charge will be waived until Dec. 31, 2001.


The  sales  charge  on Class A  shares  may be lower  than  5.75%,  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, 2001, 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:
<TABLE>
<S>                                                          <C>

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%
</TABLE>

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

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.

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.

<PAGE>

TAXES

Distributions  are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

Income received by the Fund may be subject to foreign tax and  withholding.  Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

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.

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

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

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 0.72% 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.


American  Express  Asset  Management   International   Inc.   (Sub-Adviser),   a
wholly-owned  subsidiary of AEFC, 50192 AXP Financial  Center,  Minneapolis,  MN
55474, sub-advises the Fund's assets.


<PAGE>


Financial Highlights

Fiscal period ended Oct. 31,

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

                                                                                         Class A

                                                                       2000         1999         1998          1997(b)

Net asset value, beginning of period                                  $6.61        $5.79        $5.33         $5.00

Income from investment operations:

Net investment income (loss)                                            .08          .09          .10           .09

Net gains (losses) (both realized and unrealized)                       .12          .82          .48           .31

Total from investment operations                                        .20          .91          .58           .40

Less distributions:

Dividends from net investment income                                  (.03)        (.07)        (.11)         (.07)

Distributions from realized gains                                     (.51)        (.02)        (.01)            --

Total distributions                                                   (.54)        (.09)        (.12)         (.07)

Net asset value, end of period                                        $6.27        $6.61        $5.79         $5.33

Ratios/supplemental data

Net assets, end of period (in millions)                                $110         $100          $63           $31

Ratio of expenses to average daily net assets(c)                      1.31%        1.40%     1.49%(d)    1.45%(d,e)

Ratio of net investment income (loss) to average daily net assets     1.26%        1.43%        1.86%      2.18%(e)

Portfolio turnover rate (excluding short-term securities)              110%          99%          74%           44%

Total return(f)                                                       2.62%       15.53%       11.01%         8.10%
</TABLE>

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

(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.

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

(d) AEFC  reimbursed the Fund for certain  expenses.  Had AEFC not done so, the
    annual  ratios of expenses  would have been 1.53% and 2.29% for the periods
    ended 1998 and 1997, respectively.

(e) Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,

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

                                                                                          Class B

                                                                       2000         1999         1998          1997(b)

Net asset value, beginning of period                                  $6.58        $5.77        $5.31         $5.00

Income from investment operations:

Net investment income (loss)                                            .04          .03          .06           .06

Net gains (losses) (both realized and unrealized)                       .12          .83          .48           .30

Total from investment operations                                        .16          .86          .54           .36

Less distributions:

Dividends from net investment income                                  (.02)        (.03)        (.07)         (.05)

Distributions from realized gains                                     (.51)        (.02)        (.01)            --

Total distributions                                                   (.53)        (.05)        (.08)         (.05)

Net asset value, end of period                                        $6.21        $6.58        $5.77         $5.31

Ratios/supplemental data

Net assets, end of period (in millions)                                 $77          $68          $44           $19

Ratio of expenses to average daily net assets(c)                      2.07%        2.16%     2.25%(d)    2.22%(d,e)

Ratio of net investment income (loss) to average daily net assets      .51%         .66%        1.10%      1.41%(e)

Portfolio turnover rate (excluding short-term securities)              110%          99%          74%           44%

Total return(f)                                                       1.95%       14.89%       10.18%         7.31%
</TABLE>

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

(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.

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

(d) AEFC  reimbursed the Fund for certain  expenses.  Had AEFC not done so, the
    annual  ratios of expenses  would have been 2.29% and 2.96% for the periods
    ended 1998 and 1997, respectively.

(e) Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                         Class C

                                                                           2000b

Net asset value, beginning of period                                  $6.58

Income from investment operations:

Net investment income (loss)                                            .01

Net gains (losses) (both realized and unrealized)                     (.38)

Total from investment operations                                      (.37)

Net asset value, end of period                                        $6.21

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(c)                   2.07%(d)

Ratio of net investment income (loss) to average daily net assets   .47%(d)

Portfolio turnover rate (excluding short-term securities)              110%

Total return(e)                                                     (5.62%)

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

(b) Inception date was June 26, 2000.

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

(d) Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,

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

                                                                                         Class Y

                                                                       2000         1999         1998          1997(b)

Net asset value, beginning of period                                  $6.62        $5.79        $5.33         $5.00

Income from investment operations:

Net investment income (loss)                                            .10          .09          .12           .10

Net gains (losses) (both realized and unrealized)                       .13          .84          .47           .31

Total from investment operations                                        .23          .93          .59           .41

Less distributions:

Dividends from net investment income                                  (.04)        (.08)        (.12)         (.08)

Distributions from realized gains                                     (.51)        (.02)        (.01)            --

Total distributions                                                   (.55)        (.10)        (.13)         (.08)

Net asset value, end of period                                        $6.30        $6.62        $5.79         $5.33

Ratios/supplemental data

Net assets, end of period (in millions)                                  $1           $--          $--           $--

Ratio of expenses to average daily net assets(c)                      1.20%        1.15%     1.42%(d)    1.30%(d,e)

Ratio of net investment income (loss) to average daily net assets     1.51%        1.65%        2.02%      2.46%(e)

Portfolio turnover rate (excluding short-term securities)              110%          99%          74%           44%

Total return(f)                                                       2.99%       15.76%       11.17%         8.24%
</TABLE>

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

(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.

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

(d) AEFC  reimbursed the Fund for certain  expenses.  Had AEFC not done so, the
    annual  ratios of expenses  would have been 1.46% and 2.14% for the periods
    ended 1998 and 1997, respectively.

(e) Adjusted to an annual basis.

(f) 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>

American
Express(R)
Funds


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

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

American Express 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 #811-5696

TICKER SYMBOL

Class A: IDGAX    Class B: IGBBX    Class C: N/A    Class Y: N/A


S-6352-99 F (12/00)


American
Express (R) (Logo)

<PAGE>


                                                         AXP(R) Global Bond Fund

PROSPECTUS
DEC. 29, 2000

American
  Express(R)
Funds


AXP  Global  Bond Fund  seeks to provide  shareholders  with high  total  return
through income and growth of capital.

Please note that this Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                                            3p

Goal                                                3p

Investment Strategy                                 3p

Risks                                               4p

Past Performance                                    5p

Fees and Expenses                                   7p

Management                                          8p

Buying and Selling Shares                           8p

Valuing Fund Shares                                 8p

Investment Options                                  8p

Purchasing Shares                                  10p

Transactions through Third Parties                 12p

Sales Charges                                      12p

Exchanging/Selling Shares                          15p

Distributions and Taxes                            17p

Master/Feeder Structure                            19p

Other Information                                  19p

Financial Highlights                               20p


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.

Master/Feeder Structure

Describes the Fund's investment structure.

Financial Highlights

Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL

AXP Global  Bond Fund (the Fund) seeks to provide  shareholders  with high total
return  through income and growth of capital.  Because any  investment  involves
risk, achieving this goal cannot be guaranteed.

The Fund seeks to achieve  its goal by  investing  all of its assets in a master
portfolio rather than by directly investing in and managing its own portfolio of
securities.  The master  portfolio has the same goal and investment  policies as
the Fund.

INVESTMENT STRATEGY

The  Fund is a  non-diversified  mutual  fund  that  invests  primarily  in debt
obligations  of U.S. and foreign  issuers.  Under normal market  conditions,  at
least  80% of the  Fund's  net  assets  will  be  invested  in  investment-grade
corporate or government debt obligations  including money market  instruments of
issuers  located  in at  least  three  different  countries.  Although  the Fund
emphasizes high and medium-quality  debt securities,  it will assume some credit
risk to achieve higher  dividends and /or capital  appreciation  (by buying junk
bonds).

The selection of  investment-grade  government and corporate debt obligations is
the primary decision in building the 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 by credit rating and currency.

o  Identifying investment-grade U.S. and foreign bonds.

o  Identifying below investment-grade U.S. and foreign bonds (junk bonds).

o  Identifying  bonds that can take advantage of currency movements and interest
   rate differences among nations.

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

   -- the security is overvalued, and

   -- the security continues to meet the standards described above.

AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time, AEFC may purchase derivative instruments to hedge against currency
fluctuations.

Although  not a primary  investment  strategy,  the Fund may utilize  derivative
instruments to produce  incremental  earnings and to increase  flexibility.  The
Fund  also may  invest  in  other  securities,  such as  preferred  stocks,  and
convertible securities.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  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.  In
addition, since the Fund is a non-diversified mutual fund, it may invest more of
its assets in fewer issuers than if it were a diversified fund. Accordingly, the
Fund may have more risk than  mutual  funds that have  broader  diversification.
Principal risks associated with an investment in the Fund include:


   Interest Rate Risk

   Foreign/Emerging Markets Risk

   Credit Risk

   Liquidity Risk

Interest Rate Risk

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

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.

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.

Credit Risk

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

<PAGE>

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.

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.

Class A Performance (based on calendar years)




+12.92% +15.39 +8.14% +16.43% -4.73% +19.20% +7.78% +2.98% +7.49% -4.11%

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 +7.96%  (quarter  ending  December 1991) and the lowest return for a
calendar quarter was -4.49% (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 Sept. 30, 2000 was -2.60%.

<PAGE>
<TABLE>
<CAPTION>

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

                                                       1 year        5 years      10 years(A)          Since
                                                                                                     inception
                                                                                                       (B&Y)
<S>                                                 <C>           <C>            <C>              <C>
Global Bond:


Class A                                                 -8.66%        +5.37%         +7.34%              --%

Class B                                                 -8.48%           --%            --%          +5.00%(a)

Class Y                                                 -3.94%           --%            --%          +5.92%(a)

Salomon Smith Barney World Government Bond Index        -4.27%        +6.42%         +8.03%          +4.46%(b)

Lipper Global Income Funds Index                        -2.74%        +6.78%         +6.92%          +6.23%(b)


</TABLE>

(a) Inception date was March 20, 1995.

(b) Measurement period started April 1, 1995.


This table shows total returns from hypothetical investments in Class A, Class B
and Class Y shares of the Fund.  These returns are compared to the indexes shown
for the same periods.  The  performance  of different  classes varies 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.  Sales of Class C became effective June 26, 2000
and therefore performance information is not yet 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.

Salomon  Smith  Barney  World   Government  Bond  Index,  an  unmanaged   market
capitalization  weighted benchmark,  tracks the performance of the 17 government
bond  markets  around the  world.  It is widely  recognized  by  investors  as a
measurement  index for  portfolios  of  government  bond  securities.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees.

Lipper Global Income Funds Index,  an unmanaged  index published by Lipper Inc.,
includes 30 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.

<TABLE>
<CAPTION>

Shareholder Fees (fees paid directly from your investment)

                                                                      Class A        Class B         Class C        Class Y
<S>                                                               <C>             <C>              <C>            <C>
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(b)             5%            1%c          none

Annual Fund operating expenses(d)(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                                                         0.75%          0.75%          0.75%         0.75%

Distribution (12b-1) fees                                               0.25%          1.00%          1.00%         0.00%

Other expenses(e)                                                       0.30%          0.32%          0.32%         0.39%

Total                                                                   1.30%          2.07%          2.07%         1.14%


</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)  Both in this  table and the  following  example,  fund  operating  expenses
     include  expenses  charged  by both the Fund and its  Master  Portfolio  as
     described under "Management." 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.

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)        $601             $868             $1,155           $1,973

Class B(b)        $610             $949             $1,214           $2,207(d)

Class B(c)        $210             $649             $1,114           $2,207(d)

Class C           $210             $649             $1,114           $2,405

Class Y           $116             $363            $   629           $1,391


(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


The Fund's assets are invested in World Income Portfolio (the Portfolio),  which
is managed by AEFC. Nicholas Pifer,  portfolio manager,  joined AEFC in 2000. He
also serves as portfolio  manager of  AXPVariable  Portfolio - Global Bond Fund.
From 1997 to 2000,  Nic worked at Investment  Advisers,  Inc. where he served as
vice president and fixed income portfolio manager. Prior to that he was a trader
analyst and manager of the foreign  exchange trading desk at the Federal Reserve
Bank of New York.


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.


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 those  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% (may be subject to a
     CDSC).


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.

<PAGE>

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:

                        Class A                    Class B                    Class C                    Class Y
----------------------- -------------------------- -------------------------- -------------------------- -------------------------
<S>                   <C>                        <C>                        <C>                        <C>
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 in       price is invested in       is invested in shares of
                        charge for larger          shares of the Fund.        shares of the Fund.        the Fund.
                        investments.
----------------------- -------------------------- -------------------------- -------------------------- -------------------------
Deferred Sales Charge   On purchases over          Maximum 5% CDSC during     1% CDSC applies if you     None.
                        $500,000, 1% CDSC          the first year             sell your shares less
                        applies if you sell your   decreasing to 0% after     than one year after
                        shares less than one       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 in      No.                        No.
                                                   ninth calendar year of
                                                   ownership.
----------------------- -------------------------- -------------------------- -------------------------- -------------------------
</TABLE>

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

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

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

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

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

<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.

<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       The minor
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  representative  or
pension  trust or estate     trustee,  unless no legal entity is  designated in the account
                             title)
---------------------------- --------------------------------------------------------------------
Sole proprietorship          The owner
---------------------------- --------------------------------------------------------------------
Partnership                  The partnership
---------------------------- --------------------------------------------------------------------
Corporate                    The corporation
---------------------------- --------------------------------------------------------------------
Association, club or         The organization
tax-exempt organization
---------------------------- --------------------------------------------------------------------
</TABLE>

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

<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

Qualified accounts:        none

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:    $50 per payment for qualified accounts; $100 per
                           payment for nonqualified accounts

Account balances:          none (on a scheduled investment plan 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, N.A.
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 $49,999                       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, 2001.

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, 2001, 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

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.

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.

<PAGE>

TAXES

Distributions  are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

Income received by the Fund may be subject to foreign tax and  withholding.  Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

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.

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

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

<PAGE>

Master/Feeder Structure

This Fund uses a  master/feeder  structure.  This  means that the Fund (a feeder
fund)  invests  all of its  assets  in the  Portfolio  (the  master  fund).  The
master/feeder  structure  offers the  potential  for  reduced  costs  because it
spreads fixed costs of portfolio  management  over a larger pool of assets.  The
Fund may withdraw its assets from the  Portfolio at any time if the Fund's board
determines that it is best. In that event,  the board would consider what action
should be taken,  including whether to hire an investment  advisor to manage the
Fund's assets  directly or to invest all of the Fund's assets in another  pooled
investment entity. Here is an illustration of the structure:

Investors buy shares in the Fund

The Fund buys units in the Portfolio

The Portfolio invests in securities, such as stocks or bonds

Other feeders may include mutual funds and institutional accounts. These feeders
buy the Portfolio's  securities on the same terms and conditions as the Fund and
pay  their  proportionate  share of the  Portfolio's  expenses.  However,  their
operating  costs  and  sales  charges  are  different  from  those of the  Fund.
Therefore,  the  investment  returns for other  feeders are  different  from the
returns of the Fund.

Other Information

INVESTMENT MANAGER


The  investment  manager of the  Portfolio is AEFC,  200 AXP  Financial  Center,
Minneapolis,  MN 55474.  The Portfolio  pays AEFC a fee for managing its assets.
The  Fund  pays  its  proportionate  share  of the  fee.  Under  the  Investment
Management Services Agreement, the fee for the most recent fiscal year was 0.75%
of its average daily net assets.  Under the  agreement,  the Portfolio 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 Oct. 31,

Per share income and capital changes(a)

                                                                          Class A

                                                       2000       1999       1998         1997      1996
<S>                                                <C>         <C>        <C>         <C>        <C>
Net asset value, beginning of period                  $5.87      $6.17      $6.26        $6.28     $6.11

Income from investment operations:

Net investment income (loss)                            .34        .33        .39          .35       .38

Net gains (losses)
(both realized and unrealized)                         (.63)      (.36)      (.05)        (.05)      .18

Total from investment operations                       (.29)      (.03)       .34          .30       .56

Less distributions:

Dividends from net investment income                   (.19)      (.26)      (.29)        (.28)     (.39)

Distributions from realized gains                        --       (.01)      (.14)        (.04)       --

Total distributions                                    (.19)      (.27)      (.43)        (.32)     (.39)

Net asset value, end of period                        $5.39      $5.87      $6.17        $6.26     $6.28

Ratios/supplemental data

Net assets, end of period (in millions)                $389       $598       $724         $748      $689

Ratio of expenses to
average daily net assets(b)                           1.30%      1.22%      1.16%        1.16%     1.20%

Ratio of net investment income (loss)

to average daily net assets                           5.49%      5.49%      5.86%        5.74%     5.72%

Portfolio turnover rate

(excluding short-term securities)                       48%        48%        27%          55%       49%

Total return(c)                                      (5.16%)    (.35%)      5.52%        4.91%     8.96%

</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>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                          Class B

                                                       2000       1999       1998         1997      1996
<S>                                                <C>        <C>        <C>          <C>        <C>
Net asset value, beginning of period                  $5.87      $6.17      $6.26        $6.28     $6.11

Income from investment operations:

Net investment income (loss)                            .29        .28        .33          .31       .33

Net gains (losses)
(both realized and unrealized)                         (.62)      (.35)      (.04)        (.05)      .18

Total from investment operations                       (.33)      (.07)       .29          .26       .51

Less distributions:

Dividends from net investment income                   (.16)      (.22)      (.24)        (.24)     (.34)

Distributions from realized gains                        --       (.01)      (.14)          --        --

Excess distributions of realized gains                   --         --         --         (.04)       --

Total distributions                                    (.16)      (.23)      (.38)        (.28)     (.34)

Net asset value, end of period                        $5.38      $5.87      $6.17        $6.26     $6.28

Ratios/supplemental data

Net assets, end of period (in millions)                $155       $235       $263         $231      $141

Ratio of expenses to
average daily net assets(b)                           2.07%      1.98%      1.92%        1.92%     1.96%

Ratio of net investment income (loss)

to average daily net assets                           4.73%      4.72%      5.11%        5.00%     4.96%

Portfolio turnover rate

(excluding short-term securities)                       48%        48%        27%          55%       49%

Total return(c)                                     (5.77%)    (1.10%)      4.73%        4.12%     8.15%

</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>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                    Class C

                                                       2000(b)

Net asset value, beginning of period                  $5.52

Income from investment operations:

Net investment income (loss)                            .10

Net gains (losses)
(both realized and unrealized)                         (.24)

Total from investment operations                       (.14)

Net asset value, end of period                        $5.38

Ratios/supplemental data

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

Ratio of expenses to
average daily net assets(c)                           2.07%(d)

Ratio of net investment income (loss)

to average daily net assets                           4.80%(d)

Portfolio turnover rate

(excluding short-term securities)                       48%

Total return(e)                                      (2.49%)

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

(b) Inception date was June 26, 2000.

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

(d) Adjusted to an annual basis.

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

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                          Class Y

                                                       2000       1999       1998         1997   1996(b)
<S>                                                <C>        <C>        <C>          <C>       <C>
Net asset value, beginning of period                  $5.87      $6.17      $6.26        $6.30     $6.11

Income from investment operations:

Net investment income (loss)                            .35        .34        .40          .35       .29

Net gains (losses)
(both realized and unrealized)                         (.62)      (.36)      (.06)        (.06)      .20

Total from investment operations                       (.27)      (.02)       .34          .29       .49

Less distributions:

Dividends from net investment income                   (.20)      (.27)      (.29)        (.29)     (.30)

Distributions from realized gains                        --       (.01)      (.14)          --        --

Excess distributions of realized gains                   --         --         --        (.04)        --

Total distributions                                   (.20)      (.28)       (.43)       (.33)     (.30)

Net asset value, end of period                       $5.40      $5.87       $6.17        $6.26    $6.30

Ratios/supplemental data

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

Ratio of expenses to
average daily net assets(c)                           1.14%     1.07%       .99%        1.01%     1.01%

Ratio of net investment income (loss)

to average daily net assets                           5.75%     5.63%      6.10%        5.89%     6.06%

Portfolio turnover rate

(excluding short-term securities)                       48%       48%        27%          55%       49%

Total return(d)                                     (4.88%)     (.19%)     5.62%        5.06%     7.35%

</TABLE>

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

(b)  Periods  from Nov.  1, 1995 to Nov.  20, 1995 and from Dec. 4, 1995 to Oct.
     31,  1996.  From Nov. 20, 1995 to Dec. 4, 1995 there were no Class Y shares
     outstanding.

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

(d)  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>

American
  Express(R)
Funds

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

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

American Express 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 #811-5696

TICKER SYMBOL

Class A: IGBFX    Class B: IGLOX    Class C: N/A  Class Y: N/A

S-6309-99 R (12/00)

<PAGE>


AXP(R) Global Growth Fund

PROSPECTUS
DEC. 29, 2000


American
  Express(R)
Funds

AXP Global  Growth Fund seeks to provide  shareholders  with  long-term  capital
growth.

Please note that this Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                                             3p

Goal                                                 3p

Investment Strategy                                  3p

Risks                                                4p

Past Performance                                     5p

Fees and Expenses                                    7p

Management                                           8p

Buying and Selling Shares                            8p

Valuing Fund Shares                                  8p

Investment Options                                   8p

Purchasing Shares                                    10p

Transactions through Third Parties                   12p

Sales Charges                                        12p

Exchanging/Selling Shares                            15p

Distributions and Taxes                              17p

Master/Feeder Structure                              19p

Other Information                                    19p

Financial Highlights                                 20p



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.

Master/Feeder Structure

Describes the Fund's investment structure.

Financial Highlights

Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL

AXP Global Growth Fund (the Fund) seeks to provide  shareholders  with long-term
capital growth. Because any investment involves risk, achieving this goal cannot
be guaranteed.

The Fund seeks to achieve  its goal by  investing  all of its assets in a master
portfolio rather than by directly investing in and managing its own portfolio of
securities.  The master  portfolio has the same goal and investment  policies as
the Fund.

INVESTMENT STRATEGY

The Fund's  assets  primarily  are  invested in equity  securities  of companies
around the world that are  positioned  to meet market needs in a changing  world
economy.  These  companies are located in developed  and in emerging  countries.
Under  normal  market  conditions,  at least 65% of the Fund's  total assets are
invested in common stocks and convertible  securities of companies located in at
least three different countries.

The  selection of companies 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  Identifying large companies around the world with:



   -- financial strength,

   -- high demand for their products or services,

   -- competitive market position, and

   -- effective management.

o  Considering opportunities and risks by country and currency.

AEFC  decides  how much to  invest in  various  countries  and then  buys  those
securities that offer the best opportunity for long-term growth.

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

   -- the company has met growth expectations, and

   -- the company or the security continues to meet the standards described
      above.

AEFC closely monitors the Fund's exposure to foreign currency fluctuations. From
time to time, AEFC may purchase derivative instruments to hedge against currency
fluctuations.

Although  not a primary  investment  strategy,  the Fund may utilize  derivative
instruments to produce  incremental  earnings and to increase  flexibility.  The
Fund also may  invest in other  instruments,  such as money  market  securities,
preferred stocks, convertible securities, and debt securities.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  Although  the Fund  primarily  will  invest in these
securities to avoid losses,  this type of investment 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

This Fund is designed for long-term investors with above-average risk tolerance.
Please  remember  that  with any  mutual  fund  investment  you may lose  money.
Principal risks associated with an investment in the Fund include:

   Market Risk

   Foreign/Emerging Markets Risk

   Style 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.

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.

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 these  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.

Style Risk

AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
quickly.

<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.

Class A Performance (based on calendar years)





-7.91% +13.85 -2.22% +39.13% -7.39% +6.36% +14.89% +7.18% +26.16% +37.02%

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 +32.17%  (quarter  ending December 1999) and the lowest return for a
calendar quarter was -16.89% (quarter ending September 1998).


The 5.75% 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 Sept. 30, 2000 was -11.18%.


<PAGE>
<TABLE>
<CAPTION>

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


                                            1 year         5 years     10 years (A)         Since
                                                                                       inception (B&Y)
<S>                                     <C>             <C>          <C>              <C>
Global Growth:

     Class A                                +29.15%        +16.37%         +11.41%             --%

     Class B                                +32.01%            --%             --%        +18.93%(a)

     Class Y                                +37.16%            --%             --%        +20.19%(a)

MSCI All Country World Free Index           +26.82%        +19.19%         +13.03%        +19.41%(b)

Lipper Global Funds Index                   +33.68%        +18.40%         +13.07%        +19.50%(b)

</TABLE>


(a) Inception date was March 20, 1995.

(b) Measurement period started April 1, 1995.

This table shows total returns from hypothetical investments in Class A, Class B
and Class Y shares of the Fund.  These returns are compared to the indexes shown
for the same periods.  The  performance  of different  classes varies 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 became  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.


Morgan Stanley  Capital  International  (MSCI) All Country World Free Index,  an
unmanaged  index,  is compiled  from a  composite  of  securities  markets of 47
countries, including Canada, the United States and 26 emerging market countries.
The index  reflects  reinvestment  of all  distributions  and  changes in market
prices, but excludes brokerage commissions or other fees.


Lipper Global 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.

<PAGE>

FEES AND EXPENSES

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

<TABLE>
<CAPTION>

Shareholder Fees (fees paid directly from your investment)

                                                           Class A    Class B    Class C    Class Y
<S>                                                      <C>         <C>       <C>         <C>
Maximum sales charge (load) imposed on
purchases(a) (as a percentage of offering price)           5.75%(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(e)                                         0.72%      0.72%      0.72%      0.72%

Distribution (12b-1) fees                                  0.25%      1.00%      1.00%      0.00%

Other expenses(f)                                          0.25%      0.26%      0.26%      0.33%

Total                                                      1.22%      1.98%      1.98%      1.05%

</TABLE>

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

(b)  or 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)  Both in this  table and the  following  example,  fund  operating  expenses
     include  expenses  charged  by both the Fund and its  Master  Portfolio  as
     described under "Management." 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)  Includes the impact of a  performance  adjustment  fee that  decreased  the
     management fee by 0.01% for the most recent fiscal year.

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


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)         $692             $940            $1,208            $1,972

Class B(b)         $401             $922            $1,168            $2,114(d)

Class B(c)         $201             $622            $1,068            $2,114(d)

Class C            $201             $622            $1,068            $2,311

Class Y            $107             $334            $  580            $1,287

(a)  Includes a 5.75% 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

The Fund's assets are invested in World Growth Portfolio (the Portfolio),  which
is managed  by AEFC and its  London-based  subsidiary,  American  Express  Asset
Management   International  Inc.  Richard  Leadem,  senior  vice  president  and
portfolio  manager,  joined AEFC in 1997. He became  portfolio  manager of World
Growth  Portfolio  in  December  1999.  Prior  to  joining  AEFC he was a senior
portfolio manager at Mercury Asset Management from 1994 to 1997.

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.


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 those  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% (may be subject to a
     CDSC).


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.

<PAGE>

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:

                       Class A              Class B              Class C             Class Y
---------------------- -------------------- -------------------- ------------------- --------------------
<S>                  <C>                  <C>                  <C>                 <C>
Availability           Available to all     Available to all     Available to all    Limited to
                       investors.           investors.           investors.          qualifying
                                                                                     institutional
                                                                                     investors.
---------------------- -------------------- -------------------- ------------------- --------------------
Initial Sales Charge   Yes. Payable at      No. Entire           No. Entire          No. Entire
                       time of purchase.    purchase price is    purchase price is   purchase price is
                       Lower sales charge   invested in shares   invested in         invested in shares
                       for larger           of the Fund.         shares of the       of the Fund.
                       investments.                              Fund.
---------------------- -------------------- -------------------- ------------------- --------------------
Deferred Sales Charge  On purchases over    Maximum 5% CDSC      1% CDSC applies     None.
                       $500,000, 1% CDSC    during the first     if you sell your
                       applies if you       year decreasing to   shares less than
                       sell your shares     0% after six years.  one year after
                       less than one year                        purchase.
                       after purchase.
---------------------- -------------------- -------------------- ------------------- --------------------
Distribution and/or    Yes.*                Yes.*                Yes.*               Yes.
Shareholder Service    0.25%                1.00%                1.00%               0.10%
Fee
---------------------- -------------------- -------------------- ------------------- --------------------
Conversion to Class A  N/A                  Yes, automatically   No.                 No.
                                            in ninth calendar
                                            year of ownership.
---------------------- -------------------- -------------------- ------------------- --------------------
</TABLE>

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

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

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

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

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

<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 b
   ackup 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     The legal entity (not the personal representative
or estate                               or trustee, unless no legal entity is designated
                                        in the account title)
--------------------------------------- ---------------------------------------------------
Sole proprietorship                     The owner
--------------------------------------- ---------------------------------------------------
Partnership                             The partnership
--------------------------------------- ---------------------------------------------------
Corporate                               The corporation
--------------------------------------- ---------------------------------------------------
Association, club or tax-exempt         The organization
organization
--------------------------------------- ---------------------------------------------------
</TABLE>

For details on TIN requirements, contact your financial advisor to obtain a copy
of  federal  Form  W-9,   "Request  for  Taxpayer   Identification   Number  and
Certification."   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

Qualified accounts:        none

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:    $50 per payment for qualified accounts; $100 per
                           payment for nonqualified accounts

Account balances:          none (on a scheduled investment plan 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, N.A.
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 $49,999                    5.75%                      6.10%


$50,000 - $99,999                4.75                       4.99

$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, 2001.


The  sales  charge  on Class A  shares  may be lower  than  5.75%,  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, 2001, 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 59 1/2 years old AND

    -- taking a retirement  distribution (if the sale is part of a transfer to
       an IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC
       will not be waived) OR

    -- selling under an approved substantially equal periodic payment
       arrangement.

<PAGE>

EXCHANGING/SELLING SHARES

Exchanges

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

You may make up to three exchanges (1 1/2 round trips) within any 30-day period.
These limits do not apply to scheduled  exchange  programs and certain  employee
benefit plans. Exceptions may be allowed with pre-approval of the Fund.

Other exchange policies:

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

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.

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.

<PAGE>

TAXES

Distributions  are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

Income received by the Fund may be subject to foreign tax and  withholding.  Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

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.

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

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

<PAGE>

Master/Feeder Structure

This Fund uses a  master/feeder  structure.  This  means that the Fund (a feeder
fund)  invests  all of its  assets  in the  Portfolio  (the  master  fund).  The
master/feeder  structure  offers the  potential  for  reduced  costs  because it
spreads fixed costs of portfolio  management  over a larger pool of assets.  The
Fund may withdraw its assets from the  Portfolio at any time if the Fund's board
determines that it is best. In that event,  the board would consider what action
should be taken,  including whether to hire an investment  advisor to manage the
Fund's assets  directly or to invest all of the Fund's assets in another  pooled
investment entity. Here is an illustration of the structure:

Investors buy shares in the Fund

The Fund buys units in the Portfolio

The Portfolio invests in securities, such as stocks or bonds

Other feeders may include mutual funds and institutional accounts. These feeders
buy the Portfolio's  securities on the same terms and conditions as the Fund and
pay  their  proportionate  share of the  Portfolio's  expenses.  However,  their
operating  costs  and  sales  charges  are  different  from  those of the  Fund.
Therefore,  the  investment  returns for other  feeders are  different  from the
returns of the Fund.

Other Information

INVESTMENT MANAGER


The  investment  manager of the  Portfolio is AEFC,  200 AXP  Financial  Center,
Minneapolis,  MN 55474.  The Portfolio  pays AEFC a fee for managing its assets.
The  Fund  pays  its  proportionate  share  of the  fee.  Under  the  Investment
Management Services Agreement, the fee for the most recent fiscal year was 0.72%
of its average daily net assets.  Under the  agreement,  the Portfolio 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.

American  Express  Asset  Management   International   Inc.   (Sub-Adviser),   a
wholly-owned  subsidiary of AEFC, 50192 AXP Financial  Center,  Minneapolis,  MN
55474, sub-advises the Fund's assets.




<PAGE>
<TABLE>
<CAPTION>

Financial Highlights

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                          Class A

                                                          2000     1999     1998    1997     1996
<S>                                                   <C>       <C>       <C>    <C>       <C>
Net asset value, beginning of period                     $9.18    $7.80    $6.90   $7.12    $6.37

Income from investment operations:

Net investment income (loss)                              (.02)     .02      .02     .03      .08

Net gains (losses) (both realized and unrealized)          .58     1.78     1.12     .39      .83

Total from investment operations                           .56     1.80     1.14     .42      .91

Less distributions:

Dividends from and in excess

of net investment income                                 (.04)    (.05)    (.06)   (.22)    (.13)

Distributions from realized gains                        (.96)    (.37)    (.18)   (.42)    (.03)

Total distributions                                     (1.00)    (.42)    (.24)   (.64)    (.16)

Net asset value, end of period                          $8.74    $9.18     $7.80   $6.90    $7.12

Ratios/supplemental data

Net assets, end of period (in millions)                 $1,356   $1,260     $962    $889     $908

Ratio of expenses to average daily net assets(b)         1.22%    1.25%    1.22%   1.27%    1.37%

Ratio of net investment income (loss)

to average daily net assets                              (.21%)    .14%     .35%    .60%    1.45%

Portfolio turnover rate

(excluding short-term securities)                         131%      83%      80%    199%     134%

Total return(c)                                          4.74%   23.59%   17.00%   6.22%   14.51%

</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>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                          Class B

                                                          2000     1999     1998    1997     1996
<S>                                                   <C>       <C>      <C>     <C>      <C>
Net asset value, beginning of period                     $9.01    $7.68    $6.79   $7.05    $6.34

Income from investment operations:

Net investment income (loss)                              (.08)    (.05)      --      --      .05

Net gains (losses) (both realized and unrealized)          .56     1.75     1.08     .35      .81

Total from investment operations                           .48     1.70     1.08     .35      .86

Less distributions:

Dividends from and in excess

of net investment income                                    --       --     (.01)   (.19)    (.12)

Distributions from realized gains                         (.96)    (.37)    (.18)   (.42)    (.03)

Total distributions                                       (.96)    (.37)    (.19)   (.61)    (.15)

Net asset value, end of period                           $8.53    $9.01    $7.68   $6.79    $7.05

Ratios/supplemental data

Net assets, end of period (in millions)                   $575     $464     $295    $222     $146

Ratio of expenses to average daily net assets(b)         1.98%    2.02%    1.99%    2.03%    2.14%

Ratio of net investment income (loss)

to average daily net assets                              (.95%)   (.62%)   (.40%)   (.18%)   1.05%

Portfolio turnover rate

(excluding short-term securities)                         131%      83%      80%    199%     134%

Total return(c)                                          3.89%   22.66%   16.13%    5.40%   13.64%

</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>


Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                             Class C

                                                              2000(b)

Net asset value, beginning of period                         $9.57

Income from investment operations:

Net investment income (loss)                                  (.01)

Net gains (losses) (both realized and unrealized)            (1.02)

Total from investment operations                             (1.03)

Net asset value, end of period                               $8.54

Ratios/supplemental data

Net assets, end of period (in millions)                      $1

Ratio of expenses to average daily net assets(c)             1.98%(d)

Ratio of net investment income (loss)

to average daily net assets                                 (1.15%)(d)

Portfolio turnover rate

(excluding short-term securities)                            131%

Total return(e)                                           (10.76%)

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

(b) Inception date was June 26, 2000.

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

(d) Adjusted to an annual basis.

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


<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                          Class Y

                                                          2000     1999     1998    1997     1996
<S>                                                  <C>        <C>      <C>     <C>      <C>
Net asset value, beginning of period                     $9.20    $7.81    $6.91   $7.13    $6.38

Income from investment operations:

Net investment income (loss)                              (.01)     .03      .02     .03      .09

Net gains (losses) (both realized and unrealized)          .58     1.78     1.13     .40      .83

Total from investment operations                           .57     1.81     1.15     .43      .92

Less distributions:

Dividends from and in excess

of net investment income                                 (.05)    (.05)     (.07)   (.23)    (.14)

Distributions from realized gains                        (.96)    (.37)     (.18)   (.42)    (.03)

Total distributions                                     (1.01)    (.42)     (.25)   (.65)    (.17)

Net asset value, end of period                          $8.76    $9.20     $7.81   $6.91    $7.13

Ratios/supplemental data

Net assets, end of period (in millions)                   $20      $26       $23     $21      $19

Ratio of expenses to average daily net assets(b)        1.05%    1.13%     1.15%   1.15%    1.19%

Ratio of net investment income (loss)

to average daily net assets                             (.06%)    .24%      .41%    .72%    1.60%

Portfolio turnover rate

(excluding short-term securities)                        131%      83%       80%    199%     134%

Total return(c)                                         4.86%   23.86%    17.10%   6.34%   14.71%

</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.

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>

American
  Express(R)
Funds

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

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

American Express 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 #811-5696

TICKER SYMBOL

Class A: IGLGX    Class B: IDGBX    Class C: N/A  Class Y: IDGYX

S-6334-99 R (12/00)

<PAGE>


AXP(R) Innovations Fund


PROSPECTUS DECEMBER 29, 2000

AXP  Innovations  Fund  seeks to provide  shareholders  with  long-term  capital
growth.

Please note that this Fund:

o  is not a bank deposit

o  is not federally insured

o  is not endorsed by any bank or government agency

o  is not guaranteed to achieve its goal

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

<PAGE>

Table of Contents

TAKE A CLOSER LOOK AT:

The Fund                                           3p

Goal                                               3p

Investment Strategy                                3p

Risks                                              4p

Past Performance                                   4p

Fees and Expenses                                  6p

Management                                         7p

Buying and Selling Shares                          7p

Valuing Fund Shares                                7p

Investment Options                                 8p

Purchasing Shares                                  9p

Transactions through Third Parties                11p

Sales Charges                                     12p

Exchanging/Selling Shares                         15p

Distributions and Taxes                           17p

Master/Feeder Structure                           19p

Other Information                                 19p

Financial Highlights                              20p

<PAGE>

FUND INFORMATION KEY

Goal and Investment Strategy

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

Risks

The major risk factors associated with the Fund.

Fees and Expenses

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

Management

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

Master/Feeder Structure

Describes the Fund's investment structure.

Financial Highlights

Tables showing the Fund's financial performance.

<PAGE>

The Fund

GOAL

AXP  Innovations  Fund (the Fund) seeks to provide  shareholders  with long-term
capital growth. Because any investment involves risk, achieving this goal cannot
be guaranteed.

The Fund seeks to achieve  its goal by  investing  all of its assets in a master
portfolio rather than by directly investing in and managing its own portfolio of
securities.  The master  portfolio has the same goal and investment  policies as
the Fund.

INVESTMENT STRATEGY


The Fund's assets  primarily  are invested in equity  securities of companies in
the information  technology industry.  Under normal market conditions,  at least
65% of the Fund's  total  assets are  invested in  companies  in this  industry.
Investments will be in at least three different countries.


The  selection of companies 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  Identifying  companies  that AEFC believes to be  principally  engaged in the
   development,  advancement,  production,  and/or use of  products  or services
   related  to  information  processing,  data  processing,  and/or  information
   presentation.

o Identifying companies with:

  -- high demand for their products and/or services,

  -- competitive market position, and

  -- effective management.

o Considering opportunities and risks within the technology, telecommunications,
and media sectors.

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

  -- the security is overvalued relative to alternative investments,

  -- the company or the security continues to meet the standards described
     above,

  -- the company meets earnings expectations, and

  -- the company's industry experiences a broad down-turn.

Although not a primary  investment  strategy,  the Fund also may invest in other
instruments, such as money market securities and debt securities.  Additionally,
the Fund may utilize derivative  instruments to produce incremental earnings, to
hedge existing positions and to increase flexibility.

During  weak or  declining  markets,  the Fund may invest  more of its assets in
money  market  securities.  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

This Fund is designed for investors with  above-average  risk tolerance.  Please
remember  that with any mutual fund  investment  you may lose  money.  Principal
risks associated with an investment in the Fund include:

   Market Risk

   Sector/Concentration Risk

   Style 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.

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).

Style Risk

AEFC purchases  growth stocks based on the  expectation  that the companies will
have strong growth in earnings.  The price paid often  reflects an expected rate
of growth.  If that  growth  fails to occur,  the price of the stock may decline
quickly.

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 that the
   Fund has existed, 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.

<PAGE>

Class A Performance (based on calendar years)


                                                        +7.56%  +41.51% +145.12%
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 +86.25%  (quarter  ending December 1999) and the lowest return for a
calendar quarter was -21.71% (quarter ending September 1998).

The 5.75% 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 Sept. 30, 2000, was +13.08%.


Prior to April 19, 2000, the Fund had not engaged in a broad public  offering of
its shares, or been subject to redemption requests. It had sold shares only to a
single  investor.  One factor impacting the Fund's 1999 performance was the high
concentration in technology investments,  particularly in securities of internet
and communication companies.  These investments performed well and had a greater
effect on the Fund's  performance  than similar  investments made by other funds
because of the high  concentration,  the lack of cash flows and the smaller size
of the Fund.  There is no  assurance  that the Fund's  future  investments  will
result in the same level or performance.

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

                                            1 year           Since inception

Innovations:

   Class A                                 +131.03%            +48.76%(a)

   Class B                                 +139.21%            +50.06%(a)

   Class Y                                 +145.12%            +51.60%(a)

S&P 500 Index                               +21.04%            +25.90%(b)

Lipper Science and
  Technology Funds Index                   +113.92%            +47.76%(b)

(a) Inception date was Nov. 13, 1996.

(b) Measurement period started Dec. 1, 1996.

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.

<PAGE>


The  performance  of different  classes  varies  because of differences in sales
charges  and  fees.  Class C  became  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.

Standard & Poor's 500 Index (S&P 500 Index), an unmanaged list of common stocks,
is  frequently  used as a  general  measure  of  market  performance.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees. However, the S&P 500 companies may
be generally larger than those in which the Fund invests.

Lipper  Science and  Technology  Funds Index,  an unmanaged  index  published by
Lipper Inc.,  includes 10 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>
<CAPTION>
                                                                Class A      Class B      Class C      Class Y

Maximum sales charge (load) imposed on purchases(a )
<S>                                                            <C>             <C>          <C>          <C>
(as a percentage of offering price)                            5.75%(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 expenses(d) (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                                                   0.71%        0.71%        0.71%        0.71%

Distribution (12b-1) fees                                         0.25%        1.00%        1.00%        0.00%

Other expenses(e)                                                 0.51%        0.52%        0.52%        0.59%

Total                                                             1.47%        2.23%        2.23%        1.30%
</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)  Both in this  table and the  following  example,  fund  operating  expenses
     include  expenses  charged  by both the Fund and its  Master  Portfolio  as
     described under  "Management."  Expenses are based on estimated amounts for
     the current fiscal year.

(e)  Other  expenses  include an  administrative  services  fee,  a  shareholder
     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:


                   1 year           3 years           5 years         10 years

Class A(a)          $715            $1,013            $1,332          $2,236

Class B(b)          $626             $ 997            $1,296          $2,377(d)

Class B(c)          $226             $ 697            $1,196          $2,377(d)

Class C             $226             $ 697            $1,196          $2,569

Class Y             $132             $ 412             $ 714          $1,573


(a) Includes a 5.75% 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

The Fund's assets are invested in World Technologies  Portfolio (the Portfolio),
which is managed by AEFC. Louis Giglio, senior portfolio manager, joined AEFC in
January 1994 as a senior equity analyst.  He is senior portfolio manager and has
managed  the assets of the  Portfolio  since  November  1996.  He also serves as
senior portfolio manager of AXP Strategy Aggressive Fund, AXP Variable Portfolio
- Strategy Aggressive Fund and IDS Life Series Fund, Equity Portfolio.

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.


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 those  investments  may change on
days when you could not buy or sell  shares of the Fund.  Please see the SAI for
further information.


<PAGE>

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.

The following table shows the key features of each class:

<TABLE>
<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     No. Entire purchase      No. Entire purchase      No. Entire purchase
                            of purchase. Lower       price is invested in     price is invested in     price is invested in
                            sales charge for         shares of the Fund.      shares of the Fund.      shares of the Fund.
                            larger investments.
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Deferred Sales Charge       On purchases over        Maximum 5% CDSC during   1% CDSC applies if you   None.
                            $500,000, 1% CDSC        the first year           sell your shares less
                            applies if you sell      decreasing to 0% after   than one year after
                            your shares less than    six years.               purchase.
                            one 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 in    No.                      No.
                                                     ninth calendar year of
                                                     ownership.
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
</TABLE>

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

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

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

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

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

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.

<PAGE>

How to determine the correct TIN
<TABLE>
<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,                                  The legal entity (not the personal representative or  trustee,
pension  trust or  estate                              unless no legal entity is designated in the account title)
------------------------------------------------------ ------------------------------------------------------------------------
Sole proprietorship                                    The owner
------------------------------------------------------ ------------------------------------------------------------------------
Partnership                                            The partnership
------------------------------------------------------ ------------------------------------------------------------------------
Corporate                                              The corporation
------------------------------------------------------ ------------------------------------------------------------------------
Association, club or tax-exempt organization           The organization
------------------------------------------------------ ------------------------------------------------------------------------
</TABLE>

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

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

Qualified accounts:        none

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

<PAGE>

2 By scheduled investment plan:

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

o  automatic payroll deduction,

o  bank authorization,

o  direct deposit of Social Security check, or

o  other plan approved by the Fund.

Minimum amounts

Initial investment:        $100


Additional investments:    $50 per payment for qualified accounts;
accounts                   $100 per payment for nonqualified

Account balances:          none (on a scheduled investment plan 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, N.A.

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 $49,999                       5.75%                        6.10%


$50,000 - $99,999                   4.75                         4.99

$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, 2001.


The  sales  charge  on Class A  shares  may be lower  than  5.75%,  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.

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.

<PAGE>

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, 2001, 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.

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.

<PAGE>

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

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.

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.  As a
result of the Fund's goal and investment strategies, distributions from the Fund
may consist of a significant amount of capital gains.

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.

<PAGE>

TAXES

Distributions  are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

Income received by the Fund may be subject to foreign tax and  withholding.  Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

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.

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

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

<PAGE>

Master/Feeder Structure

This Fund uses a  master/feeder  structure.  This  means that the Fund (a feeder
fund)  invests  all of its  assets  in the  Portfolio  (the  master  fund).  The
master/feeder  structure  offers the  potential  for  reduced  costs  because it
spreads fixed costs of portfolio  management  over a larger pool of assets.  The
Fund may withdraw its assets from the  Portfolio at any time if the Fund's board
determines that it is best. In that event,  the board would consider what action
should be taken,  including whether to hire an investment  advisor to manage the
Fund's assets  directly or to invest all of the Fund's assets in another  pooled
investment entity. Here is an illustration of the structure:

Investors buy shares in the Fund

The Fund buys units in the Portfolio

The Portfolio invests in securities, such as stocks or bonds

Other feeders may include mutual funds and institutional accounts. These feeders
buy the Portfolio's  securities on the same terms and conditions as the Fund and
pay  their  proportionate  share of the  Portfolio's  expenses.  However,  their
operating  costs  and  sales  charges  are  different  from  those of the  Fund.
Therefore,  the  investment  returns for other  feeders are  different  from the
returns of the Fund.

Other Information

INVESTMENT MANAGER


The  investment  manager of the  Portfolio is AEFC,  200 AXP  Financial  Center,
Minneapolis,  MN 55474.  The Portfolio  pays AEFC a fee for managing its assets.
The  Fund  pays  its  proportionate  share  of the  fee.  Under  the  Investment
Management Services Agreement, the fee for the most recent fiscal year was 0.71%
of its average daily net assets.  Under the  agreement,  the Portfolio 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
<TABLE>
<CAPTION>


Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                              Class A

                                                                            2000         1999         1998      1997(b)
<S>                                                                     <C>            <C>          <C>          <C>
Net asset value, beginning of period                                      $11.27       $ 5.41        $5.27        $5.00

Income from investment operations:

Net investment income (loss)                                                (.01)        (.08)        (.07)        (.06)

Net gains (losses) (both realized and unrealized)                           7.05         5.94          .21          .33

Total from investment operations                                            7.04         5.86          .14          .27

Less distributions:

Distributions from realized gains                                          (1.29)           --           --           --

Tax return of capital(g)                                                  (11.76)           --           --           --

Total distributions                                                       (13.05)           --           --           --

Net asset value, end of period                                            $ 5.26       $11.27        $5.41        $5.27

Ratios/supplemental data:

Net assets, end of period (in thousands)                                $319,164       $7,435       $3,572       $3,476

Ratio of expenses to average daily net assets(c,d)                          1.24%        1.11%        1.33%        1.35%(e)

Ratio of net investment income (loss) to average daily net assets           (.38%)      (1.01%)      (1.29%)      (1.26%)(e)

Portfolio turnover rate (excluding short-term securities)                    116%         113%         200%         164%

Total return(f)                                                            66.58%      108.32%        2.68%        5.38%

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

(b) Inception date. Period from Nov. 13, 1996 to Oct. 31, 1997.

(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 1.45%,  1.22%, 1.63% and 2.36% for
    the periods ending 2000, 1999, 1998 and 1997, respectively.

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

(e) Adjusted to an annual basis.

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

(g) A distribution payable to a single corporate shareholder.


<PAGE>


Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                              Class B

                                                                            2000         1999         1998      1997(b)

Net asset value, beginning of period                                      $11.02       $ 5.33        $5.23        $5.00

Income from investment operations:

Net investment income (loss)                                                (.04)        (.14)        (.11)        (.09)

Net gains (losses) (both realized and unrealized)                           6.84         5.83          .21          .32

Total from investment operations                                            6.80         5.69          .10          .23

Less distributions:

Distributions from realized gains                                          (1.29)          --           --           --

Tax return of capital(g)                                                  (11.76)          --           --           --

Total distributions                                                       (13.05)          --           --           --

Net asset value, end of period                                            $ 4.77       $11.02        $5.33        $5.23

Ratios/supplemental data:

Net assets, end of period (in thousands)                                $138,545         $220         $107         $105

Ratio of expenses to average daily net assets(c,d)                          2.01%        1.86%        2.08%        2.10%(e)

Ratio of net investment income (loss) to average daily net assets          (1.16%)      (1.76%)      (2.04%)      (2.00%)(e)

Portfolio turnover rate (excluding short-term securities)                    116%         113%         200%         164%

Total return(f)                                                            65.25%      106.72%        1.91%        4.62%
</TABLE>

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

(b) Inception date. Period from Nov. 13, 1996 to Oct. 31, 1997.

(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 2.26%,  1.97%, 2.38% and 3.11% for
    the periods ending 2000, 1999, 1998 and 1997, respectively.

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

(e) Adjusted to an annual basis.

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

(g) A distribution payable to a single corporate shareholder.




<PAGE>



Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                 Class C

                                                                 2000(b)

Net asset value, beginning of period                               $5.05

Income from investment operations:

Net investment income (loss)                                        (.01)

Net gains (losses) (both realized and unrealized)                   (.27)

Total from investment operations                                    (.28)

Less distributions:

Distributions from realized gains                                     --

Net asset value, end of period                                     $4.77

Ratios/supplemental data:

Net assets, end of period (in thousands)                          $3,298

Ratio of expenses to average daily net assets(c,d)                  2.01%(e)

Ratio of net investment income (loss) to average
  daily net assets                                                 (1.17%)(e)

Portfolio turnover rate (excluding short-term securities)            116%

Total return(f)                                                    (5.54%)

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

(b) Inception date was June 26, 2000.

(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 2.26% for the period ending 2000.

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

(e) Adjusted to an annual basis.

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


<PAGE>


Fiscal period ended Oct. 31,

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

                                                                            2000         1999         1998      1997(b)
<S>                                                                     <C>            <C>          <C>          <C>
Net asset value, beginning of period                                      $11.27       $ 5.41        $5.27        $5.00

Income from investment operations:

Net investment income (loss)                                                  --         (.08)        (.07)        (.06)

Net gains (losses) (both realized and unrealized)                           7.03         5.94          .21          .33

Total from investment operations                                            7.03         5.86          .14          .27

Less distributions:

Distributions from realized gains                                          (1.29)          --           --           --

Tax return of capital(g)                                                  (11.76)          --           --           --

Total distributions                                                       (13.05)          --           --           --

Net asset value, end of period                                            $ 5.25       $11.27        $5.41        $5.27

Ratios/supplemental data:

Net assets, end of period (in thousands)                                     $88         $225         $108         $105

Ratio of expenses to average daily net assets(c,d)                           .94%        1.11%        1.33%        1.35%(e)

Ratio of net investment income (loss) to average daily net assets           (.80%)      (1.01%)      (1.29%)      (1.25%)(e)

Portfolio turnover rate (excluding short-term securities)                    116%         113%         200%         164%

Total return(f)                                                            66.27%      108.32%        2.68%        5.38%
</TABLE>

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

(b) Inception date. Period from Nov. 13, 1996 to Oct. 31, 1997.

(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 1.19%,  1.12%, 1.63% and 2.36% for
    the periods ending 2000, 1999, 1998 and 1997, respectively.

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

(e) Adjusted to an annual basis.

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

(g) A distribution payable to a single corporate shareholder.

Prior to April 19, 2000, the Fund had not engaged in a broad public  offering of
its shares, or been subject to redemption requests. It had sold shares only to a
single  investor.  One factor impacting the Fund's 2000 and 1999 performance was
the high concentration in technology investments,  particularly in securities of
internet and communication companies. These investments performed well and had a
greater effect on the Fund's performance than similar  investments made by other
funds because of high concentration, the lack of cash flows and the smaller size
of the Fund.  There is no  assurance  that the Fund's  future  investments  will
result in the same level of performance.

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>

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 #811-5696

TICKER SYMBOL

Class A: AXIAX Class B: INVBX Class C: N/A Class Y: N/A

S-6395-99 D (12/00)

<PAGE>


                            AXP(R)GLOBAL SERIES, INC.


                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                     AXP(R)EMERGING MARKETS FUND (the Fund)
                                  Dec. 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,  70100 AXP Financial  Center,  Minneapolis,  MN 55474 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.



S-6354-20 H (12/00)


<PAGE>

                                TABLE OF CONTENTS


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

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

Investment Strategies and Types of Investments..........................p.  7

Information Regarding Risks and Investment Strategies...................p.  9

Security Transactions....................................... ...........p. 32

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation..................................p. 33

Performance Information.................................................p. 34

Valuing Fund Shares.....................................................p. 35

Investing in the Fund...................................................p. 36

Selling Shares..........................................................p. 39

Pay-out Plans...........................................................p. 39

Capital Loss Carryover..................................................p. 40

Taxes...................................................................p. 40

Agreements..............................................................p. 42


Organizational Information..............................................p. 46


Board Members and Officers..............................................p. 48


Compensation for Board Members..........................................p. 51

Principal Holders of Securities.........................................p. 51


Independent Auditors....................................................p. 51

Appendix:  Description of Ratings.......................................p. 52

<PAGE>

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

                    |X|       Mutual funds are NOT  guaranteed or insured by any
                              bank or government agency. You can lose money.

                    |X|       Mutual funds ALWAYS carry investment  risks.  Some
                              types carry more risk than others.

                    |X|       A  higher  rate of  return  typically  involves  a
                              higher risk of loss.

                    |X|       Past performance is not a reliable indicator of
                              future performance.

                    |X|       ALL mutual funds have costs that lower investment
                              return.

                    |X|       You can buy some mutual funds by  contacting  them
                              directly.  Others,  like this one, are sold mainly
                              through brokers,  banks,  financial  planners,  or
                              insurance   agents.   If  you  buy  through  these
                              financial professionals,  you generally will pay a
                              sales charge.

                    |X|       Shop around.  Compare a mutual fund with others of
                              the same type before you buy.

OTHER IDEAS FOR SUCCESSFUL MUTUAL FUND INVESTING:

Develop a Financial Plan

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

Dollar-Cost Averaging

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

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

<PAGE>

Dollar-cost averaging:

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

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

Diversify

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

Understand Your Investment

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

<PAGE>

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

The Fund pursues its  investment  objective  by  investing  all of its assets in
Emerging  Markets  Portfolio  (the  Portfolio)  of World  Trust (the  Trust),  a
separate investment  company,  rather than by directly investing in and managing
its  own  portfolio  of  securities.  The  Portfolio  has  the  same  investment
objectives, policies, and restrictions as the Fund. References to "Fund" in this
SAI, where  applicable,  refer to the Fund and Portfolio,  collectively,  to the
Fund, singularly, or to the Portfolio, singularly.

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    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange  Commission  (SEC), this means no more than 25%
     of the  Fund's  total  assets,  based on  current  market  value at time of
     purchase, can be invested in any one industry.

o    Purchase more than 10% of the outstanding voting securities of an issuer.

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.

<PAGE>

o    Lend Fund securities in excess of 30% of its net assets.

o    Issue senior securities, except as permitted under the 1940 Act.

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                                                   yes
 ..............................................................................
Convertible Securities                                         yes
 ..............................................................................
Corporate Bonds                                                yes
 ..............................................................................
Debt Obligations                                               yes
 ..............................................................................
Depositary Receipts                                            yes
 ..............................................................................
Derivative Instruments                                         yes
 ..............................................................................
Foreign Currency Transactions                                  yes
 ..............................................................................
Foreign Securities                                             yes
 ..............................................................................
High-Yield (High-Risk) Securities (Junk Bonds)                 yes
 ..............................................................................
Illiquid and Restricted Securities                             yes
 ..............................................................................
Indexed Securities                                             yes
 ..............................................................................
Inverse Floaters                                               no
 ..............................................................................
Investment Companies                                           yes
 ..............................................................................
Lending of Portfolio Securities                                yes
 ..............................................................................
Loan Participations                                            yes
 ..............................................................................
Mortgage- and Asset-Backed Securities                          yes
 ..............................................................................
Mortgage Dollar Rolls                                          no
 ..............................................................................
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,  at least 65% of the Fund's total assets
     will be invested in emerging  market  equity  securities  of at least three
     different countries.

o    The Fund may invest up to 20% of its net assets in bonds.

o    The Fund may  invest  up to 10% of its net  assets  in  bonds  rated  below
     investment grade, including Brady bonds.

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    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in derivative instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

<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 may 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.

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

<PAGE>

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.

<PAGE>

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
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.

<PAGE>

         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
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.

<PAGE>

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 the Fund'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, the Fund may incur costs in connection with
conversions  between various  currencies.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the 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.

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not

<PAGE>

enter into such forward  contracts or maintain a net exposure to such  contracts
when  consummating the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's securities or other assets
denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an  offsetting  contract  for  purchasing  the foreign  currency,  the Fund will
realize a gain to the  extent  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  the Fund will  suffer a loss to the  extent  the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

<PAGE>

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it  could,  instead  of  purchasing  a put  option,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar settlement prices or prohibitions on exercise.

<PAGE>

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.

The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(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

<PAGE>

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 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

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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.

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.)

<PAGE>

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
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.)

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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
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

<PAGE>

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 $3,784,746 for fiscal year ended
Oct 31, 2000,  $2,485,641  for fiscal year 1999,  and $9,338,172 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  as
presented below:

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

           Morgan Stanley                      $1,091,569

The portfolio turnover rate was 143% in the most recent fiscal year, and 143% in
the year before. Higher turnover rates may result in higher brokerage expenses.


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

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

<PAGE>

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)

In its sales material and other  communications,  the Fund may quote, compare or
refer to rankings,  yields,  or returns as published by independent  statistical
services or publishers and  publications  such as The Bank Rate Monitor National
Index, Barron's,  Business Week, CDA Technologies,  Donoghue's Money Market Fund
Report,  Financial  Services Week,  Financial Times,  Financial  World,  Forbes,
Fortune,  Global Investor,  Institutional  Investor,  Investor's Business Daily,
Kiplinger's Personal Finance,  Lipper Analytical Services,  Money,  Morningstar,
Mutual  Fund  Forecaster,  Newsweek,  The New  York  Times,  Personal  Investor,
Shearson Lehman Aggregate Bond Index,  Stanger Report,  Sylvia Porter's Personal
Finance,  USA Today,  U.S. News and World Report,  The Wall Street Journal,  and
Wiesenberger  Investment  Companies  Service.  The  Fund  also may  compare  its
performance to a wide variety of indexes or averages. There are similarities and
differences  between  the  investments  that  the  Fund  may  purchase  and  the
investments  measured  by the  indexes or averages  and the  composition  of the
indexes or averages will differ from that of the Fund.

<PAGE>

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
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

As of the end of the most recent fiscal year, the computation looked like this:

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

                                                                                       Net asset value
               Net assets                          Shares                              of one share
                                                   outstanding
               ----------------- ----------------- ----------------- ----------------- -----------------
Class A        $ 233,996,813        divided by        48,661,727          equals          $ 4.81
Class B         119,925,954                           25,664,572                            4.67
Class C              97,657                               20,881                            4.68
Class Y              90,915                               18,808                            4.83
</TABLE>


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

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

o    Securities  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.

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

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

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

<PAGE>

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

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,  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, $4.81, by 0.9425  (1.00-0.0575) for
a maximum  5.75% sales charge for a public  offering  price of $5.10.  The sales
charge is paid to the Distributor by the person buying the shares.


Class A - Calculation of the Sales Charge

Sales charges are determined as follows:


                                 Sales charge as a percentage of:
                         -------------------------------------------------------
                               Public                          Net
Amount of Investment       Offering Price                Amount Invested
--------------------       --------------                ---------------
Up to $49,999                   5.75%                        6.10%
$50,000 - $99,999               4.75                         4.99
$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, 2001.


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:

<PAGE>

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 4.75%
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.

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.

<PAGE>

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  subject to a sales  charge,  may be used to  automatically
purchase  shares in the same class of this Fund.  Dividends  may be  directed to
existing accounts only.  Dividends declared by a fund are exchanged to this Fund
the following  day.  Dividends  can be exchanged  into the same class of another
American  Express  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.

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.

Shares of the Fund may not be held by persons who are residents of, or domiciled
in, Brazil.  The Fund reserves the right to redeem accounts of shareholders  who
establish residence or domicile in Brazil.

<PAGE>

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.


To start any of these plans, please consult your selling agent or write American
Express Client Service Corporation,  70100 AXP Financial Center, Minneapolis, MN
55474, 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.


<PAGE>

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

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

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

Plan #2: Redemption of a fixed number of shares

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

Plan #3: Redemption of a fixed dollar amount

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

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

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

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


For federal income tax purposes,  the Fund had total capital loss  carryovers of
$68,082,305  at the end of the most recent  fiscal  year,  that if not offset by
subsequent capital gains will expire in 2006.


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

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 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.

<PAGE>

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 5.75%,  you pay $57.50 in sales load. With a NAV of
$9.425 per share,  the value of your  investment  is $942.50.  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 $9.425, 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 $57.50 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 $157.50
gain  ($1,100.00 - $942.50).  You can include the $57.50 sales load in the basis
of your shares in the second fund.

If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering the 5.75% ($115) initial sales charge applicable to that $2,000, you
may be deemed to have exceeded current IRA annual contribution limitations.  You
should consult your tax advisor for further details about this complex subject.

Net investment  income  dividends  received should be treated as dividend income
for federal income tax purposes.  Corporate  shareholders are generally entitled
to a  deduction  equal to 70% of that  portion  of the Fund's  dividend  that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, none of the Fund's net investment  income dividends
qualified for the corporate deduction.

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

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

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.  A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.

Under the Internal Revenue Code of 1986 (the Code), gains or losses attributable
to  fluctuations  in exchange rates that occur between the time the Fund accrues
interest  or  other  receivables,  or  accrues  expenses  or  other  liabilities
denominated in a foreign  currency and the time the Fund actually  collects such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss.  Similarly,  gains or losses on  disposition  of debt  securities
denominated in a foreign currency attributable to

<PAGE>

fluctuations  in  the  value  of  the  foreign  currency  between  the  date  of
acquisition  of the  security  and the date of  disposition  also are treated as
ordinary gains or losses.  These gains or losses,  referred to under the Code as
"section 988" gains or losses, may increase or decrease the amount of the Fund's
investment  company  taxable  income to be distributed  to its  shareholders  as
ordinary income.

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

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


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


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

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                  1.10%
Next         0.25                  1.08
Next         0.25                  1.06
Next         0.25                  1.04
Next         1.00                  1.02
Over         2.00                  1.00


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 1.09% 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.


Before the fee based on the asset charge is paid, it is adjusted for  investment
performance.  The adjustment,  determined monthly,  will be calculated using the
percentage  point  difference  between  the change in the net asset value of one
Class A share of the Fund and the change in the  Lipper  Emerging  Markets  Fund
Index (Index).  The  performance of one Class A share of the Fund is measured by
computing the percentage

<PAGE>

difference  between the opening and closing net asset value of one Class A share
of the Fund, as of the last business day of the period  selected for comparison,
adjusted  for  dividend  or  capital  gain  distributions  which are  treated as
reinvested at the end of the month during which the  distribution  was made. The
performance  of the Index for the same period is  established  by measuring  the
percentage  difference between the beginning and ending Index for the comparison
period.  The performance is adjusted for dividend or capital gain  distributions
(on the securities which comprise the Index), which are treated as reinvested at
the end of the month  during which the  distribution  was made.  One  percentage
point will be  subtracted  from the  calculation  to help assure that  incentive
adjustments are attributable to AEFC's  management  abilities rather than random
fluctuations and the result  multiplied by 0.01%. That number will be multiplied
times the Fund's average net assets for the  comparison  period and then divided
by the  number of months in the  comparison  period  to  determine  the  monthly
adjustment.

Where the Fund's Class A share  performance  exceeds that of the Index, the base
fee  will  be  increased.  Where  the  performance  of  the  Index  exceeds  the
performance  of the Fund's Class A share,  the base fee will be  decreased.  The
maximum  monthly  increase or decrease  will be 0.12% of the Fund's  average net
assets on an annual basis.


The first  adjustment  was made on Jan. 1, 2000 and  covered the 6-month  period
beginning July 1, 1999.  The  comparison  period will increase by one month each
month until it reaches 12 months.  The  adjustment  increased the fee by $23,668
for fiscal year 2000.

The management fee is paid monthly.  Under the agreement,  the total amount paid
was  $5,097,887  for fiscal  year 2000,  $3,716,803  for fiscal  year 1999,  and
$4,047,093 for the 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  $513,553  for fiscal year 2000,  $922,808  for fiscal year 1999,  and
$943,891 for fiscal year 1998.


Sub-Investment Adviser:


American  Express  Asset  Management   International   Inc.   (Sub-Adviser),   a
wholly-owned  subsidiary of AEFC, 50192 AXP Financial  Center,  Minneapolis,  MN
55474,  sub-advises the Fund's assets.  Sub-Adviser,  subject to the supervision
and approval of AEFC,  provides  investment  advisory  assistance and day-to-day
management  of  the  Fund's  portfolio,  as  well  as  investment  research  and
statistical information, under an Investment Advisory Agreement with AEFC.


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       $0.25                  0.10%
Next         0.25                  0.09
Next         0.25                  0.08
Next         0.25                  0.07
Next         1.00                  0.06
Over         2.00                  0.05

<PAGE>


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.10% 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 $443,395  for fiscal year 2000,  $332,738  for
fiscal year 1999, and $359,269 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 $19.00  per year,  for  Class B is  $20.00  per year,  for class C is
$19.50 per year and for Class Y is $17.00  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 $1,123,817
for fiscal year 2000. After paying commissions to personal  financial  advisors,
and  other  expenses,  the  amount  retained  was  $300,295.  The  amounts  were
$1,038,800  and $267,270 for fiscal year 1999,  and  $1,986,802 and $289,161 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.

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.

<PAGE>


The Plan must be  approved  annually  by the board,  including a majority of the
disinterested board members, if it is to continue for more than a year. At least
quarterly, the board must review written reports concerning the amounts expended
under the Plan and the purposes for which such  expenditures were made. The Plan
and any  agreement  related  to it may be  terminated  at any  time by vote of a
majority of board members who are not interested persons of the Fund and have no
direct or indirect  financial  interest in the  operation  of the Plan or in any
agreement  related  to the Plan,  or by vote of a  majority  of the  outstanding
voting  securities of the relevant  class of shares or by the  Distributor.  The
Plan  (or any  agreement  related  to it)  will  terminate  in the  event of its
assignment, as that term is defined in the 1940 Act. The Plan may not be amended
to  increase  the  amount  to be  spent  for  distribution  without  shareholder
approval, and all material amendments to the Plan must be approved by a majority
of the board  members,  including  a majority  of the board  members who are not
interested  persons of the Fund and who do not have a financial  interest in the
operation  of the  Plan  or any  agreement  related  to it.  The  selection  and
nomination of  disinterested  board members is the  responsibility  of the other
disinterested  board members.  No board member who is not an interested  person,
has any direct or indirect  financial  interest in the  operation of the Plan or
any related  agreement.  For the most recent fiscal year,  the Fund paid fees of
$764,705 for Class A shares,  $1,585,044 for Class B shares and $128 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 American Express Trust Company,  200
AXP Financial Center,  Minneapolis, MN 55474, 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.


The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

<PAGE>

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.

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 $98 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
and  managed as of the end of the most  recent  fiscal  year were more than $249
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 10,450 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, Inc.          12/21/78,          Corporation        NV/MN      11/30       Yes
                                             6/13/86***
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
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.  (consumer
foods and restaurants). Director, Merck & Co., Inc. (pharmaceuticals).

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
200 AXP Financial Center
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
200 AXP Financial Center
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 and restaurants).

+ 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 and
Portfolio  boards,  for  attending  up to 25 meetings,  received  the  following
compensation:
<TABLE>
<CAPTION>


                                                    Compensation Table

                                                                                   Total cash compensation
                                                                                   from American Express
Board member                  Aggregate compensation    Aggregate compensation     Funds and Preferred
Board member                  from the Fund             from the Portfolio         Master Trust Group
-----------------------       ------------------------  -------------------------  -------------------------
<S>                            <C>                       <C>                       <C>

H. Brewster Atwater, Jr.       $1,246                    $1,246                    $127,575
Lynne V. Cheney                 1,001                     1,001                      99,433
Heinz F. Hutter                 1,071                     1,071                     115,550
Anne P. Jones                   1,148                     1,148                     121,475
William R. Pearce                 950                       950                     107,500
Alan K. Simpson                   926                       926                     106,075
C. Angus Wurtele                1,021                     1,021                     112,100
</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, Raymond T. Snapp,  Bedford IN, held
52.88% of Class C Fund  shares,  Gregory S.  Jarosinski,  Elliott  City MD, held
9.27% of Class C Fund shares and Thomas M. Korb and Elisabeth A. Korb,  Billings
MT, held 6.47% of Class C 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

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

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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

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.

<PAGE>

                         Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

         SP-3     Speculative capacity to pay principal and interest.

                           Moody's Short-Term Ratings

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>



                            AXP(R)GLOBAL SERIES, INC.


                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                      AXP(R)GLOBAL BALANCED FUND (the Fund)

                                  Dec. 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,  70100 AXP Financial  Center,  Minneapolis,  MN 55474 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. 31

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.....................................p. 32


Performance Information....................................................p. 33

Valuing Fund Shares........................................................p. 34


Investing in the Fund......................................................p. 35

Selling Shares.............................................................p. 38

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

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

Agreements.................................................................p. 41

Organizational Information.................................................p. 45

Board Members and Officers.................................................p. 47

Compensation for Board Members.............................................p. 49


Principal Holders of Securities............................................p. 50

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

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



<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    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange  Commission  (SEC), this means no more than 25%
     of the  Fund's  total  assets,  based on  current  market  value at time of
     purchase, can be invested in any one industry.

o    Purchase more than 10% of the outstanding voting securities of an issuer.

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.

o    Issue senior securities, except as permitted under the 1940 Act.

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.

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

----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


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

o    Under  normal  market  conditions,  at least 65% of the Fund's total assets
     will be invested in  securities  of companies  in at least three  different
     countries.

o    No less  than 25% of the  Fund's  total  assets  will be  invested  in debt
     securities and debt convertible securities.

o    The Fund will not  invest  more than 20% of its net  assets in bonds  below
     investment grade, including Brady bonds.

o    The Fund may not  purchase  debt  securities  rated lower than B by Moody's
     Investors Service Inc. or the equivalent.

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    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in derivative instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     domestic or foreign investment companies.

o    The Fund will not invest in a company to control or manage it.


<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 may 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 the Fund'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, the Fund may incur costs in connection with
conversions  between various  currencies.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the 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.

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.


<PAGE>



If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an  offsetting  contract  for  purchasing  the foreign  currency,  the Fund will
realize a gain to the  extent  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  the Fund will  suffer a loss to the  extent  the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it  could,  instead  of  purchasing  a put  option,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.


<PAGE>



As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.


<PAGE>



The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(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.


<PAGE>



The  introduction  of a single  currency,  the  euro,  on  January  1,  1999 for
participating  European  nations  in the  Economic  and  Monetary  Union  ("EU")
presents  unique  uncertainties,   including  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 and Greece into the euro and
the admission of other non-EU countries such as Poland, Latvia, and Lithuania as
members of the EU may have an impact on the euro.

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

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

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

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

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

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

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


<PAGE>



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

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

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

Illiquid and Restricted Securities

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

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

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

Indexed Securities

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

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

Inverse Floaters

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

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


<PAGE>



Investment Companies

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

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

Lending of Portfolio Securities

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

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

Loan Participations

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

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

Mortgage- and Asset-Backed Securities

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


<PAGE>



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

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

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

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

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

Mortgage Dollar Rolls

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

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


<PAGE>



Municipal Obligations

Municipal obligations include debt obligations issued by or on behalf of states,
territories, possessions, or sovereign nations within the territorial boundaries
of the United States  (including the District of Columbia 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


<PAGE>


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

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 $461,024 for fiscal year ended Oct.
31,  2000,  $447,757  for fiscal year 1999,  and  $193,188 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  securities of its
regular  brokers or dealers  or of the parent of those  brokers or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:


                                                        Value of Securities
    Name of Issuer                                  owned at End of Fiscal Year
    --------------                                  ---------------------------
    Merrill Lynch                                            $3,405,500
    Morgan (JP)                                                  87,560

The portfolio  turnover rate was 110% in the most recent fiscal year, and 99% in
the year before.

Higher turnover rates may result in higher brokerage expenses.


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

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

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



<PAGE>


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

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

AVERAGE ANNUAL TOTAL RETURN

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

                                  P(1+T)n = ERV

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

AGGREGATE TOTAL RETURN

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

                                     ERV - P
                                     -------
                                        P

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

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.



<PAGE>


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:

<TABLE>
<S>                 <C>               <C>               <C>               <C>               <C>


                                                                                            Net asset value
                    Net assets                          Shares                              of one share
                                                        outstanding
                    ----------------- ----------------- ----------------- ----------------- -----------------
Class A             $109,797,355      divided by        17,516,431        Equals            $6.27
Class B                 77,040,379                      12,413,597                            6.21
Class C                      128,140                           20,623                         6.21
Class Y                   1,117,060                          177,437                          6.30
</TABLE>



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

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

o    Securities  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.

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.

<PAGE>

o    Securities  without a readily  available  market price and other assets are
     valued at fair value as determined in good faith by the board. The board is
     responsible  for  selecting  methods 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.

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,  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, $6.27, by 0.9425  (1.00-0.0575) for
a maximum  5.75% sales charge for a public  offering  price of $6.65.  The sales
charge is paid to the Distributor by the person buying the shares.


Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
<TABLE>
                                                            Sales charge as a percentage of:
                                               ------------------------------------------------------------
<S>                                                   <C>                           <C>
                                                          Public                          Net
Amount of Investment                                  Offering Price                Amount Invested
--------------------                                  --------------                ---------------


Up to $49,999                                              5.75%                        6.10%


$50,000 - $99,999                                          4.75                         4.99
$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, 2001.
</TABLE>


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%

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


<PAGE>



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 4.75%
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.

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.


<PAGE>



SYSTEMATIC INVESTMENT PROGRAMS

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

AUTOMATIC DIRECTED DIVIDENDS

Dividends,  including  capital  gain  distributions,  paid by  another  American
Express  mutual fund  subject to a sales  charge,  may be used to  automatically
purchase  shares in the same class of this Fund.  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.

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.

Shares of the Fund may not be held by persons who are residents of, or domiciled
in, Brazil.  The Fund reserves the right to redeem accounts of shareholders  who
establish residence or domicile in Brazil.


<PAGE>



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.


To start any of these plans, please consult your selling agent or write American
Express Client Service Corporation,  70100 AXP Financial Center, Minneapolis, MN
55474, 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.



<PAGE>



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.

Taxes
--------------------------------------------------------------------------------

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 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.

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 5.75%,  you pay $57.50 in sales load. With a NAV of
$9.425 per share,  the value of your  investment  is $942.50.  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 $9.425, 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 $57.50 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 $157.50
gain  ($1,100.00 - $942.50).  You can include the $57.50 sales load in the basis
of your shares in the second fund.


<PAGE>



If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering the 5.75% ($115) initial sales charge applicable to that $2,000, you
may be deemed to have exceeded current IRA annual contribution limitations.  You
should consult your tax advisor for further details about this complex subject.


Net investment  income  dividends  received should be treated as dividend income
for federal income tax purposes.  Corporate  shareholders are generally entitled
to a  deduction  equal to 70% of that  portion  of the Fund's  dividend  that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, 6.53% of the Fund's net investment income dividends
qualified for the corporate deduction.


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

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

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.  A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.

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

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>



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


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


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

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            0.790%
Next               0.25            0.765
Next               0.25            0.740
Next               0.25            0.715
Next               1.00            0.690
Over               2.00            0.665


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.790% 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.



<PAGE>



Before the fee based on the asset charge is paid, it is adjusted for  investment
performance.  The adjustment,  determined monthly,  will be calculated using the
percentage  point  difference  between  the change in the net asset value of one
Class A share of the Fund and the  change in the  Lipper  Global  Flexible  Fund
Index (Index).  The  performance of one Class A share of the Fund is measured by
computing the  percentage  difference  between the opening and closing net asset
value of one  Class A share of the  Fund,  as of the  last  business  day of the
period  selected  for   comparison,   adjusted  for  dividend  or  capital  gain
distributions  which are treated as  reinvested  at the end of the month  during
which the  distribution  was  made.  The  performance  of the Index for the same
period is  established  by  measuring  the  percentage  difference  between  the
beginning  and  ending  Index for the  comparison  period.  The  performance  is
adjusted for dividend or capital gain  distributions  (on the  securities  which
comprise  the Index),  which are treated as  reinvested  at the end of the month
during which the  distribution was made. One percentage point will be subtracted
from the calculation to help assure that incentive  adjustments are attributable
to AEFC's  management  abilities rather than random  fluctuations and the result
multiplied by 0.01%. That number will be multiplied times the Fund's average net
assets for the comparison period and then divided by the number of months in the
comparison period to determine the monthly adjustment.

Where the Fund's Class A share  performance  exceeds that of the Index, the base
fee  will  be  increased.  Where  the  performance  of  the  Index  exceeds  the
performance  of the Fund's Class A share,  the base fee will be  decreased.  The
maximum  monthly  increase or decrease  will be 0.12% of the Fund's  average net
assets on an annual basis.


The first  adjustment  was made on Jan. 1, 2000 and  covered the 6-month  period
beginning July 1, 1999.  The  comparison  period will increase by one month each
month until it reaches 12 months.  The adjustment  decreased the fee by $135,620
for fiscal year 2000.

The management fee is paid monthly.  Under the agreement,  the total amount paid
was  $1,382,250  for fiscal  year 2000,  $1,109,894  for fiscal  year 1999,  and
$636,039 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  $182,190  for fiscal year 2000,  $207,147  for fiscal year 1999,  and
$246,804 for fiscal year 1998.


Sub-Investment Advisor:


American  Express  Asset  Management   International   Inc.   (Sub-Adviser),   a
wholly-owned  subsidiary of AEFC, 50192 AXP Financial  Center,  Minneapolis,  MN
55474,  sub-advises the Fund's assets.  Sub-Adviser,  subject to the supervision
and approval of AEFC,  provides  investment  advisory  assistance and day-to-day
management  of  the  Fund's  portfolio,  as  well  as  investment  research  and
statistical information, under an Investment Advisory Agreement with AEFC.



<PAGE>



Administrative Services Agreement

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

Assets                       Annual rate at
(billions)                   each asset level
---------                    ----------------
First       $0.25                  0.060%
Next         0.25                  0.055
Next         0.25                  0.050
Next         0.25                  0.045
Next         1.00                  0.040
Over         2.00                  0.035


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.060% 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  $116,618  for fiscal  year 2000,  $85,843 for
fiscal year 1999, and $48,915 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 $19.00  per year,  for  Class B is  $20.00  per year,  for Class C is
$19.50 per year and for Class Y is $17.00  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 $429,625 for
fiscal year 2000. After paying commissions to personal financial  advisors,  and
other expenses,  the amount retained was $67,741.  The amounts were $557,833 and
$35,261 for fiscal year 1999, and $564,691 and $(45,709) 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.



<PAGE>



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.  For the most recent fiscal year,  the Fund paid fees of
$283,172  for Class A shares,  $785,900  for Class B shares and $128 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 American Express Trust Company,  200
AXP Financial Center,  Minneapolis, MN 55474, 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.


The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.


<PAGE>



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.

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 $98 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
and  managed as of the end of the most  recent  fiscal  year were more than $249
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 10,450 financial advisors.




<PAGE>


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

                                               Date of             Form of        State of     Fiscal
Fund                                        Organization        Organization     Organization Year End  Diversified
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Bond Fund, Inc.                      6/27/74, 6/31/86***     Corporation        NV/MN       8/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Discovery Fund, Inc.                 4/29/81, 6/13/86***     Corporation        NV/MN       7/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Equity Select Fund, Inc.**           3/18/57, 6/13/86***     Corporation        NV/MN      11/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Extra Income Fund, Inc.                    8/17/83           Corporation         MN         5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Federal Income Fund, Inc.                  3/12/85           Corporation         MN         5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Global Series, Inc.                       10/28/88           Corporation         MN        10/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Emerging Markets Fund                                                                               Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Balanced Fund                                                                                Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Bond Fund                                                                                     No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Growth Fund                                                                                  Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Innovations Fund                                                                                    Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Growth Series, Inc.                  5/21/70, 6/13/86***     Corporation        NV/MN       7/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Growth Fund                                                                                         Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Research Opportunities Fund                                                                         Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------


AXP High Yield Tax-Exempt Fund, Inc.          12/21/78,          Corporation        NV/MN      11/30       Yes
                                   6/13/86***


---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP International Fund, Inc.                   7/18/84           Corporation         MN        10/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
    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.  (consumer
foods and restaurants). Director, Merck & Co., Inc. (pharmaceuticals).


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
200 AXP Financial Center
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
200 AXP Financial Center
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 and restaurants).



<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
--------------------------------------------------------------------------------

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
<TABLE>
<S>                                    <C>                                <C>


                                                                          Total cash compensation from
                                       ---------------------------------  ---------------------------------
Board member                           Aggregate                          American Express Funds and
                                       compensation from the Fund         Preferred Master Trust Group
H. Brewster Atwater, Jr.               $1,246                             $127,575
Lynne V. Cheney                          1,001                                99,433
Heinz F. Hutter                          1,071                              115,550
Anne P. Jones                            1,148                              121,475
William R. Pearce                           950                             107,500
Alan K. Simpson                             926                             106,075
C. Angus Wurtele                         1,021                              112,100
</TABLE>


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


<PAGE>




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

As of 30 days prior to the date of this SAI, Sherman D. De Ponte and Carol A. De
Ponte as Trustees of the Sherman D. De Ponte Profit  Sharing Plan,  Makawao,  HI
held 29.55% of AXP Global  Balanced  Fund Class C shares;  Ronald C. Kuehner and
Larry R. Kuehner,  Allentown,  PA held 9.02% of AXP Global Balanced Fund Class C
shares; and Charles W. Martinusen and Sandra E. Martinusen, Canby, OR held 6.16%
of AXP Global Balanced Fund Class C 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

                             DESCRIPTION OF RATINGS

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

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

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

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

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

         o    Nature of and provisions of the obligation.

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

Investment Grade

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

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

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

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


<PAGE>



Speculative grade

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

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

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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


<PAGE>



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

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

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

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

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

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

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

                               SHORT-TERM RATINGS

                   Standard & Poor's Commercial Paper Ratings

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

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

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

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

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


<PAGE>



          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.

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>



                           AXP(R) GLOBAL SERIES, INC.


                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                       AXP(R) GLOBAL BOND FUND (the Fund)

                                  Dec. 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,  70100 AXP Financial  Center,  Minneapolis,  MN 55474 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.30

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation...........................p.31

Performance Information..........................................p.32

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

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

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

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

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

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

Agreements.......................................................p.41

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

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

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

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

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


<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

The Fund pursues its  investment  objective  by  investing  all of its assets in
World Income  Portfolio (the  Portfolio) of World Trust (the Trust),  a separate
investment  company,  rather than by directly  investing in and managing its own
portfolio of  securities.  The  Portfolio  has the same  investment  objectives,
policies,  and restrictions as the Fund. References to "Fund" in this SAI, where
applicable,  refer  to the  Fund  and  Portfolio,  collectively,  to  the  Fund,
singularly, or to the Portfolio, singularly.

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

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    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange  Commission  (SEC), this means no more than 25%
     of the  Fund's  total  assets,  based on  current  market  value at time of
     purchase, can be invested in any one industry.

o    Purchase more than 10% of the outstanding voting securities of an issuer.

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.

o    Issue senior securities, except as permitted under the 1940 Act.

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                                                 yes
Convertible Securities                                       yes
Corporate Bonds                                              yes
Debt Obligations                                             yes
Depositary Receipts                                          yes
Derivative Instruments                                       yes
Foreign Currency Transactions                                yes
Foreign Securities                                           yes
High-Yield (High-Risk) Securities (Junk Bonds)               yes
Illiquid and Restricted Securities                           yes
Indexed Securities                                           yes
Inverse Floaters                                             yes
Investment Companies                                         yes
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,  at least 80% of the Fund's net assets will
     be invested in  investment-grade  corporate or government  debt  securities
     including  money market  instruments  of issuers  located in at least three
     different countries.

o    The Fund may not  purchase  debt  securities  rated lower than B by Moody's
     Investors Service Inc. or the equivalent.

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    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in derivative instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

<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 may 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.

         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.

<PAGE>

         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.

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.

<PAGE>

Sector/Concentration Risk

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

Small Company Risk

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

<PAGE>

INVESTMENT STRATEGIES

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

Agency and Government Securities

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

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

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

Borrowing

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

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

Cash/Money Market Instruments

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

See the appendix for a discussion of securities ratings.

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

<PAGE>

Collateralized Bond Obligations

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

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

Commercial Paper

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

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

Common Stock

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

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

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

Convertible Securities

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

<PAGE>

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

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

Corporate Bonds

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

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

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

Debt Obligations

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

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

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

<PAGE>

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

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

See the appendix for a discussion of securities ratings.

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

Depositary Receipts

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

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

Derivative Instruments

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

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

<PAGE>

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

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

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

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

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

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

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

Generally,  a futures  contract is  terminated  by entering  into an  offsetting
transaction.  An  offsetting  transaction  is effected by an investor  taking an
opposite position.  At the time a futures contract is made, a good faith deposit
called  initial  margin is set up.  Daily  thereafter,  the futures  contract is
valued and the payment of variation  margin is required so that each day 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.

<PAGE>

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

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

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

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

<PAGE>

         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.

Foreign Currency Transactions

Since  investments in foreign  countries  usually involve  currencies of foreign
countries,  the value of the Fund'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, the Fund may incur costs in connection with
conversions  between various  currencies.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the 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.

<PAGE>

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an  offsetting  contract  for  purchasing  the foreign  currency,  the Fund will
realize a gain to the  extent  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  the Fund will  suffer a loss to the  extent  the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

<PAGE>

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it  could,  instead  of  purchasing  a put  option,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

<PAGE>

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar

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.

settlement prices or prohibitions on exercise.

<PAGE>

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.

The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(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.


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 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.

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.

<PAGE>

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.

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.

<PAGE>

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
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.

<PAGE>

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.

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.

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

<PAGE>

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

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

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

<PAGE>

SECURITY TRANSACTIONS

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


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

<PAGE>

All  other  transactions  will be  placed  on the  basis of  obtaining  the best
available  price  and the  most  favorable  execution.  In so  doing,  if in the
professional  opinion  of the person  responsible  for  selecting  the broker or
dealer,   several  firms  can  execute  the   transaction  on  the  same  basis,
consideration  will be given by such  person to those  firms  offering  research
services.  Such services may be used by AEFC in providing advice to all American
Express  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 $24,323 for fiscal year ended Oct.
31,  2000,  $15,524  for  fiscal  year 1999,  and  $4,200 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  securities of its
regular  brokers or dealers  or of the parent of those  brokers or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:


                                                         Value of Securities
                    Name of Issuer                   owned at End of Fiscal Year
                  Salomon Smith Barney                       $10,197,720


The portfolio  turnover rate was 48% in the most recent fiscal year,  and 48% 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 net
asset value per share on the last day of the period and annualizing the results.

Yield is calculated according to the following formula:

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

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


The Fund's  annualized yield was 5.22% for Class A, 4.71% for Class B, 4.72% for
Class C and 5.64% for Class Y for the 30-day period ended Oct. 31, 2000.


<PAGE>

The Fund's  yield,  calculated  as  described  above  according  to the  formula
prescribed by the SEC, is a  hypothetical  return based on market value yield to
maturity for the Fund's  securities.  It is not  necessarily  indicative  of the
amount which was or may be paid to the Fund's shareholders.  Actual amounts paid
to Fund shareholders are reflected in the distribution yield.

Distribution yield

Distribution yield is calculated according to the following formula:

                                    D   divided by      POPF    equals DY
                                   30                    30

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


The  Fund's  distribution  yield was 0.85% for Class A, 0.52% for Class B, 0.53%
for Class C and 0.98% for Class Y for the 30-day period ended Oct. 31, 2000.


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:

<TABLE>
<CAPTION>


                                                                                            Net asset value
                    Net assets                          Shares                              of one share
                                                        outstanding
                    ----------------- ----------------- ----------------- ----------------- -----------------
<S>                 <C>               <C>               <C>               <C>                 <C>

Class A             $389,259,271      divided by        72,154,557        Equals              $5.39
Class B             154,524,077                         28,729,366                             5.38
Class C                 182,437                             33,913                             5.38
Class Y                  16,499                              3,055                             5.40


</TABLE>

<PAGE>

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  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.

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.

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.

<PAGE>

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, $5.39, by 0.9525  (1.00-0.0475) for
a maximum  4.75% sales charge for a public  offering  price of $5.66.  The sales
charge is paid to the Distributor by the person buying the shares.


Class A - Calculation of the Sales Charge

Sales charges are determined as follows:

                                  Sales  charge  as  a
percentage of :


                                Public                          Net
Amount of Investment        Offering Price                Amount Invested
--------------------        --------------                ---------------
Up to $49,999                    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, 2001.


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.

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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.


To start any of these plans, please consult your selling agent or write American
Express Client Service Corporation,  70100 AXP Financial Center, Minneapolis, MN
55474, 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

<PAGE>

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

CAPITAL LOSS CARRYOVER


For federal income tax purposes,  the Fund had total capital loss  carryovers of
$6,770,878  at the end of the most  recent  fiscal  year,  that if not offset by
subsequent capital gains will expire as follows:

                           2007             2008
                           $835,957         $5,934,921


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

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 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.

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 basis
of your shares in the second fund.

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


Net investment  income  dividends  received should be treated as dividend income
for federal income tax purposes.  Corporate  shareholders are generally entitled
to a  deduction  equal to 70% of that  portion  of the Fund's  dividend  that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most recent fiscal year, 1.01% of the Fund's net investment income dividends
qualified for the corporate deduction.


<PAGE>

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

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

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.  A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.

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

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

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


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


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

<PAGE>

AGREEMENTS

INVESTMENT MANAGEMENT SERVICES AGREEMENT

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

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

Assets                       Annual rate at
(billions)                   each asset level
---------                    ----------------
First             $0.25            0.770%
Next               0.25            0.745
Next               0.25            0.720
Next               0.25            0.695
Over               1.00            0.670


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.754% 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  $5,109,092  for fiscal  year 2000,  $6,861,563  for fiscal  year 1999,  and
$7,213,154 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  $367,254  for fiscal year 2000,  $600,545  for fiscal year 1999,  and
$473,653 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       $0.25                  0.060%
Next         0.25                  0.055
Next         0.25                  0.050
Next         0.25                  0.045
Over         1.00                  0.040


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.057% 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 $378,883  for fiscal year 2000,  $497,069  for
fiscal year 1999, and $518,656 for fiscal year 1998.


<PAGE>

Transfer Agency Agreement

The Fund has a Transfer  Agency  Agreement with American  Express Client Service
Corporation   (AECSC).   This  agreement  governs  AECSC's   responsibility  for
administering and/or performing transfer agent functions,  for acting as service
agent in connection with dividend and distribution  functions and for performing
shareholder  account  administration  agent  functions  in  connection  with the
issuance,  exchange and redemption or repurchase of the Fund's shares. Under the
agreement,  AECSC will earn a fee from the Fund  determined by  multiplying  the
number of  shareholder  accounts at the end of the day by a rate  determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.50 per year,  for Class B is $20.50 per year,  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 $794,382 for
fiscal year 2000. After paying commissions to personal financial  advisors,  and
other expenses,  the amount  retained was $214,118.  The amounts were $1,534,592
and $113,418 for fiscal year 1999,  and  $2,365,200 and $111,991 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.

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

<PAGE>


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, the Fund paid fees of $1,214,282 for Class A shares,  $1,938,030 for Class
B shares  and $274  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 American Express Trust Company,  200
AXP Financial Center,  Minneapolis, MN 55474, 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.

The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

Organizational Information

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

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 $98 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
and  managed as of the end of the most  recent  fiscal  year were more than $249
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 10,450 financial advisors.


<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*

<TABLE>
<CAPTION>

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

                                               Date of             Form of        State of     Fiscal
Fund                                        Organization        Organization     Organization Year End  Diversified
AXP Bond Fund, Inc.                      6/27/74, 6/31/86***     Corporation        NV/MN       8/31       Yes
AXP Discovery Fund, Inc.                 4/29/81, 6/13/86***     Corporation        NV/MN       7/31       Yes
AXP Equity Select Fund, Inc.**           3/18/57, 6/13/86***     Corporation        NV/MN      11/30       Yes
AXP Extra Income Fund, Inc.                    8/17/83           Corporation         MN         5/31       Yes
AXP Federal Income Fund, Inc.                  3/12/85           Corporation         MN         5/31       Yes
AXP Global Series, Inc.                       10/28/88           Corporation         MN        10/31
   AXP Emerging Markets Fund                                                                               Yes
   AXP Global Balanced Fund                                                                                Yes
   AXP Global Bond Fund                                                                                     No
   AXP Global Growth Fund                                                                                  Yes
   AXP Innovations Fund                                                                                    Yes
AXP Growth Series, Inc.                  5/21/70, 6/13/86***     Corporation        NV/MN       7/31
   AXP Growth Fund                                                                                         Yes
   AXP Research Opportunities Fund                                                                         Yes
AXP High Yield Tax-Exempt Fund, Inc.          12/21/78,          Corporation        NV/MN      11/30       Yes
                                             6/13/86***
AXP International Fund, Inc.                   7/18/84           Corporation         MN        10/31
    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
SXP 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. (consumer
foods and restaurants). Director, Merck & Co., Inc. (pharmaceuticals).

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
200 AXP Financial Center
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
200 AXP Financial Center
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 and restaurants).

<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


During the most recent  fiscal  year,  the  independent  members of the Fund and
Portfolio  boards,  for  attending  up to 25 meetings,  received  the  following
compensation:


<TABLE>
<CAPTION>

                                            Compensation Table

                                                                                   Total cash compensation
                                                                                   from American Express
                                                                                   Funds and Preferred
Board member                  Aggregate compensation    Aggregate compensation     Master Trust Group
                              from the Fund             from the Portfolio
<S>                              <C>                       <C>                         <C>


H. Brewster Atwater, Jr.         $1,246                    $1,380                      $127,575
-----------------------------
Lynne V. Cheney                   1,001                     1,120                        99,433
-----------------------------
Heinz F. Hutter                   1,071                     1,205                       115,550
-----------------------------
Anne P. Jones                     1,148                     1,286                       121,475
-----------------------------
William R. Pearce                   950                     1,083                       107,500
-----------------------------
Alan K. Simpson                     926                     1,061                       106,075
-----------------------------
C. Angus Wurtele                  1,021                     1,155                       112,100
</TABLE>


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

<PAGE>

INDEPENDENT AUDITORS

The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG LLP,  4200 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

                                          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.

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

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

                                        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.

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>




                            AXP(R)GLOBAL SERIES, INC.


                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                       AXP(R)GLOBAL GROWTH FUND (the Fund)

                                  Dec. 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,  70100 AXP Financial  Center,  Minneapolis,  MN 55474 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. 7

Information Regarding Risks and Investment Strategies......................p. 9

Security Transactions......................................................p. 31

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.....................................p. 32

Performance Information....................................................p. 33

Valuing Fund Shares........................................................p. 34

Investing in the Fund......................................................p. 35

Selling Shares.............................................................p. 38

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

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

Agreements.................................................................p. 41

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

Board Members and Officers.................................................p. 47

Compensation for Board Members.............................................p. 49

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

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


<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
--------------------------------------------------------------------------------

The Fund pursues its  investment  objective  by  investing  all of its assets in
World Growth  Portfolio (the  Portfolio) of World Trust (the Trust),  a separate
investment  company,  rather than by directly  investing in and managing its own
portfolio of  securities.  The  Portfolio  has the same  investment  objectives,
policies,  and restrictions as the Fund. References to "Fund" in this SAI, where
applicable,  refer  to the  Fund  and  Portfolio,  collectively,  to  the  Fund,
singularly, or to the Portfolio, singularly.

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    Concentrate in any one industry. According to the present interpretation by
     the Securities and Exchange  Commission  (SEC), this means no more than 25%
     of the  Fund's  total  assets,  based on  current  market  value at time of
     purchase, can be invested in any one industry.

o    Purchase more than 10% of the outstanding voting securities of an issuer.

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.



<PAGE>


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.

o    Issue senior securities, except as permitted under the 1940 Act.

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.
<TABLE>
<S>                                                                                <C>

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

----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


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

o    Under  normal  market  conditions,  at least 65% of the Fund's total assets
     will be invested in common stocks and  convertible  securities of companies
     in at least three different countries.

o    The Fund may invest up to 20% of its net assets in bonds.

o    The Fund  will not  invest  more than 5% of its net  assets in bonds  below
     investment grade, including Brady bonds.

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    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in derivative instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.



<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.

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


<PAGE>


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.

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

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


<PAGE>


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

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

See the appendix for a discussion of securities ratings.

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

Depositary Receipts

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

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

Derivative Instruments

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

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



<PAGE>


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.

         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.



<PAGE>


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.

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.



<PAGE>


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 the Fund'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, the Fund may incur costs in connection with
conversions  between various  currencies.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the 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.

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an offsetting contract for purchasing the foreign currency, the


<PAGE>


Fund will  realize a gain to the extent  that the price of the  currency  it has
agreed to sell  exceeds the price of the  currency it has agreed to buy.  Should
forward prices increase,  the Fund will suffer a loss to the extent the price of
the  currency  it has agreed to buy  exceeds  the price of the  currency  it has
agreed to sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it  could,  instead  of  purchasing  a put  option,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.



<PAGE>


All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.

The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(See also Derivative Instruments and Foreign Securities.)

<PAGE>

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

Foreign Securities

Foreign securities,  foreign currencies,  and securities issued by U.S. entities
with substantial  foreign operations involve special risks,  including those set
forth  below,  which  are  not  typically  associated  with  investing  in  U.S.
securities.  Foreign companies are not generally subject to uniform  accounting,
auditing,  and financial reporting  standards  comparable to those applicable to
domestic companies.  Additionally,  many foreign stock markets, while growing in
volume of trading  activity,  have  substantially  less volume than the New York
Stock  Exchange,  and  securities of some foreign  companies are less liquid and
more  volatile  than  securities of domestic  companies.  Similarly,  volume and
liquidity in most foreign bond markets are less than the volume and liquidity in
the U.S.  and,  at times,  volatility  of price can be greater  than in the U.S.
Further, foreign markets have different clearance, settlement, registration, and
communication  procedures  and in  certain  markets  there  have been times when
settlements  have  been  unable  to keep  pace  with the  volume  of  securities
transactions  making it difficult to conduct such  transactions.  Delays in such
procedures  could result in temporary  periods when assets are uninvested and no
return is earned on them. The inability of an investor to make intended security
purchases  due to such  problems  could cause the  investor  to miss  attractive
investment  opportunities.  Payment  for  securities  without  delivery  may  be
required in certain foreign markets and, when participating in new issues,  some
foreign countries require payment to be made in advance of issuance (at the time
of  issuance,  the  market  value of the  security  may be more or less than the
purchase price).  Some foreign markets also have compulsory  depositories (i.e.,
an investor does not have a choice as to where the securities  are held).  Fixed
commissions on some foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges.  Further, an investor may encounter  difficulties
or be unable to pursue legal  remedies and obtain  judgments in foreign  courts.
There is generally less  government  supervision  and regulation of business and
industry practices,  stock exchanges,  brokers, and listed companies than in the
U.S.  It may be more  difficult  for an  investor's  agents  to  keep  currently
informed about  corporate  actions such as stock dividends or other matters that
may affect the prices of portfolio securities.  Communications  between the U.S.
and foreign countries may be less reliable than within the U.S., thus increasing
the  risk of  delays  or loss  of  certificates  for  portfolio  securities.  In
addition, with respect to certain foreign countries, there is the possibility of
nationalization,  expropriation,  the  imposition of additional  withholding  or
confiscatory  taxes,  political,  social,  or economic  instability,  diplomatic
developments  that  could  affect  investments  in  those  countries,  or  other
unforeseen  actions by  regulatory  bodies  (such as changes  to  settlement  or
custody procedures).

The risks of foreign  investing  may be magnified  for  investments  in emerging
markets, which may have relatively unstable governments, economies based on only
a  few  industries,  and  securities  markets  that  trade  a  small  number  of
securities.


The  introduction  of a single  currency,  the  euro,  on  January  1,  1999 for
participating  European  nations  in the  Economic  and  Monetary  Union  ("EU")
presents  unique  uncertainties,   including  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 and Greece into the euro and
the admission of other non-EU countries such as Poland, Latvia, and Lithuania as
members of the EU may have an impact on the euro.


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


<PAGE>

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

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

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

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

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

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

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

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

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.



<PAGE>


Illiquid and Restricted Securities

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

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

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

Indexed Securities

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

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

Inverse Floaters

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

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

Investment Companies

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

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

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


<PAGE>


collateral to the borrower or placing broker.  The Fund will receive  reasonable
interest on the loan or a flat fee from the borrower and amounts  equivalent  to
any dividends, interest, or other distributions on the securities loaned.

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

Loan Participations

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

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

Mortgage- and Asset-Backed Securities

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

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

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
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.



<PAGE>


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.

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.


<PAGE>


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.

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.



<PAGE>


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.

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.



<PAGE>


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
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


<PAGE>


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 $8,273,243 for fiscal year ended
Oct. 31, 2000,  $5,482,008  for fiscal year 1999, and $3,420,465 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  securities of its
regular  brokers or dealers  or of the parent of those  brokers or dealers  that
derived more than 15% of gross  revenue from  securities-related  activities  as
presented below:


                                                   Value of Securities
       Name of Issuer                         owned at End of Fiscal Year
      ---------------                         ---------------------------
       Merrill Lynch                                  $52,564,820


The portfolio  turnover rate was 131% in the most recent fiscal year, and 83% in
the year before. Higher turnover rates may result in higher brokerage expenses.


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

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


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


<PAGE>


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

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

AVERAGE ANNUAL TOTAL RETURN

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

                                  P(1+T)n = ERV

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

AGGREGATE TOTAL RETURN

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

                                     ERV - P
                                        P

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

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.

<PAGE>

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:
<TABLE>
<S>                 <C>               <C>               <C>               <C>               <C>



                                                                                            Net asset value
                       Net assets                            Shares                           of one share
                                                          outstanding
                    ----------------- ----------------- ----------------- ----------------- -----------------
Class A              $1,355,790,148      Divided by        155,159,934         Equals              $8.74
Class B                 575,429,929                         67,455,686                              8.53
Class C                     860,673                            100,820                              8.54
Class Y                  19,544,804                          2,232,026                              8.76


</TABLE>


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

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

o    Securities  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.

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.


<PAGE>


o    Securities  without a readily  available  market price and other assets are
     valued at fair value as determined in good faith by the board. The board is
     responsible  for  selecting  methods 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.

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,  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, $8.74, by 0.9425  (1.00-0.0575) for
a maximum  5.75% sales charge for a public  offering  price of $9.27.  The sales
charge is paid to the Distributor by the person buying the shares.


Class A - Calculation of the Sales Charge

Sales charges are determined as follows:
<TABLE>

                                                      Sales charge as a percentage of:
                                       ------------------------------------------------------------

<S>                                                   <C>                           <C>

                                                          Public                          Net
Amount of Investment                                  Offering Price                Amount Invested
--------------------                                  --------------                ---------------
Up to $49,999                                              5.75%                        6.10%
$50,000 - $99,999                                          4.75                         4.99
$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, 2001.
</TABLE>


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%

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

<PAGE>

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 4.75%
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.

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.

<PAGE>

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.

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.

<PAGE>

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.


To start any of these plans, please consult your selling agent or write American
Express Client Service Corporation,  70100 AXP Financial Center, Minneapolis, MN
55474, 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.


<PAGE>

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.

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

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 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.

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 5.75%,  you pay $57.50 in sales load. With a NAV of
$9.425 per share,  the value of your  investment  is $942.50.  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 $9.425, 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 $57.50 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 $157.50
gain  ($1,100.00 - $942.50).  You can include the $57.50 sales load in the basis
of your shares in the second fund.

<PAGE>

If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering the 5.75% ($115) initial sales charge applicable to that $2,000, you
may be deemed to have exceeded current IRA annual contribution limitations.  You
should consult your tax advisor for further details about this complex subject.


Net investment  income  dividends  received should be treated as dividend income
for federal income tax purposes.  Corporate  shareholders are generally entitled
to a  deduction  equal to 70% of that  portion  of the Fund's  dividend  that is
attributable to dividends the Fund received from domestic (U.S.) securities. For
the most  recent  fiscal  year,  38.98%  of the  Fund's  net  investment  income
dividends qualified for the corporate deduction.


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

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

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.  A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.

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

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>

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

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

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

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            0.800%
Next               0.25            0.775
Next               0.25            0.750
Next               0.25            0.725
Next               1.00            0.700
Over               2.00            0.675


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.732% 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.

Before the fee based on the asset charge is paid, it is adjusted for  investment
performance.  The adjustment,  determined monthly,  will be calculated using the
percentage  point  difference  between  the change in the net asset value of one
Class A share  of the Fund and the  change  in the  Lipper  Global  Funds  Index
(Index).  The  performance  of one  Class A share  of the  Fund is  measured  by
computing the  percentage  difference  between the opening and closing net asset
value of one  Class A share of the  Fund,  as of the  last  business  day of the
period  selected  for   comparison,   adjusted  for  dividend  or  capital  gain
distributions  which are treated as  reinvested  at the end of the month  during
which the  distribution  was  made.  The  performance  of the Index for the same
period is  established  by  measuring  the  percentage  difference  between  the
beginning  and  ending  Index for the  comparison  period.  The  performance  is
adjusted for dividend or capital gain


<PAGE>

distributions (on the securities which comprise the Index), which are treated as
reinvested at the end of the month during which the  distribution  was made. One
percentage  point will be subtracted  from the  calculation  to help assure that
incentive  adjustments are  attributable to AEFC's  management  abilities rather
than random fluctuations and the result multiplied by 0.01%. That number will be
multiplied  times the Fund's  average net assets for the  comparison  period and
then divided by the number of months in the  comparison  period to determine the
monthly adjustment.

Where the Fund's Class A share  performance  exceeds that of the Index, the base
fee  will  be  increased.  Where  the  performance  of  the  Index  exceeds  the
performance  of the Fund's Class A share,  the base fee will be  decreased.  The
maximum  monthly  increase or decrease  will be 0.12% of the Fund's  average net
assets on an annual basis.


The first  adjustment  was made on Jan. 1, 2000 and  covered the 6-month  period
beginning July 1, 1999.  The  comparison  period will increase by one month each
month until it reaches 12 months.  The adjustment  decreased the fee by $213,549
for fiscal year 2000.

The management fee is paid monthly.  Under the agreement,  the total amount paid
was  $15,254,417  for fiscal year 2000,  $11,563,612  for fiscal year 1999,  and
$9,358,529 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 $689,528 for fiscal year 2000,  $1,149,686  for fiscal year 1999,  and
$792,525 for fiscal year 1998.


Sub-Investment Adviser:


American  Express  Asset  Management   International   Inc.   (Sub-Adviser),   a
wholly-owned  subsidiary of AEFC, 50192 AXP Financial  Center,  Minneapolis,  MN
55474,  sub-advises the Fund's assets.  Sub-Adviser,  subject to the supervision
and approval of AEFC,  provides  investment  advisory  assistance and day-to-day
management  of  the  Fund's  portfolio,  as  well  as  investment  research  and
statistical information, under an Investment Advisory Agreement with AEFC.


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       $0.25                  0.060%
Next         0.25                  0.055
Next         0.25                  0.050
Next         0.25                  0.045
Next         1.00                  0.040
Over         2.00                  0.035


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.046% 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 $974,527  for fiscal year 2000,  $755,853  for
fiscal year 1999, and $627,858 for fiscal year 1998.




<PAGE>


Transfer Agency Agreement

The Fund has a Transfer  Agency  Agreement with American  Express Client Service
Corporation   (AECSC).   This  agreement  governs  AECSC's   responsibility  for
administering and/or performing transfer agent functions,  for acting as service
agent in connection with dividend and distribution  functions and for performing
shareholder  account  administration  agent  functions  in  connection  with the
issuance,  exchange and redemption or repurchase of the Fund's shares. Under the
agreement,  AECSC will earn a fee from the Fund  determined by  multiplying  the
number of  shareholder  accounts at the end of the day by a rate  determined for
each class per year and dividing by the number of days in the year. The rate for
Class A is $19.00  per year,  for  Class B is  $20.00  per year,  for Class C is
$19.50 per year and for Class Y is $17.00  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 $4,164,973
for fiscal year 2000. After paying commissions to personal  financial  advisors,
and  other  expenses,  the  amount  retained  was  $522,955.  The  amounts  were
$3,877,927  and $279,455 for fiscal year 1999,  and  $2,918,485 and $256,693 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.

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


<PAGE>



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, the Fund paid fees of $3,737,719 for
Class A shares, $6,015,250 for Class B shares and $1,605 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 American Express Trust Company,  200
AXP Financial Center,  Minneapolis, MN 55474, 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.


The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

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

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

SHARES

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

VOTING RIGHTS

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

Dividend Rights

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

AMERICAN EXPRESS FINANCIAL CORPORATION

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

<PAGE>


In addition to managing assets of more than $98 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
and  managed as of the end of the most  recent  fiscal  year were more than $249
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 10,400 financial advisors.




<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*
<TABLE>
<S>                                      <C>                  <C>                <C>          <C>       <C>
                                               Date of             Form of        State of     Fiscal
Fund                                        Organization        Organization     Organization Year End  Diversified
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Bond Fund, Inc.                      6/27/74, 6/31/86***     Corporation        NV/MN       8/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Discovery Fund, Inc.                 4/29/81, 6/13/86***     Corporation        NV/MN       7/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Equity Select Fund, Inc.**           3/18/57, 6/13/86***     Corporation        NV/MN      11/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Extra Income Fund, Inc.                    8/17/83           Corporation         MN         5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Federal Income Fund, Inc.                  3/12/85           Corporation         MN         5/31       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Global Series, Inc.                       10/28/88           Corporation         MN        10/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Emerging Markets Fund                                                                               Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Balanced Fund                                                                                Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Bond Fund                                                                                     No
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Global Growth Fund                                                                                  Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Innovations Fund                                                                                    Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP Growth Series, Inc.                  5/21/70, 6/13/86***     Corporation        NV/MN       7/31
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Growth Fund                                                                                         Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
   AXP Research Opportunities Fund                                                                         Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
AXP High Yield Tax-Exempt Fund, Inc.     12/21/78, 6/13/86**     Corporation        NV/MN      11/30       Yes
---------------------------------------- -------------------- ------------------ ------------ --------- -----------
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.  (consumer
foods and restaurants). Director, Merck & Co., Inc. (pharmaceuticals).

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
200 AXP Financial Center
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
200 AXP Financial Center
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 and restaurants).


<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
--------------------------------------------------------------------------------


During the most recent  fiscal  year,  the  independent  members of the Fund and
Portfolio  boards,  for  attending  up to 25 meetings,  received  the  following
compensation:


                               Compensation Table

<TABLE>
<S>                           <C>                       <C>                        <C>


                                                                                   Total cash compensation
Board member                  Aggregate compensation    Aggregate compensation     from American Express
                              from the Fund             from the Portfolio         Funds and Preferred
                                                                                   Master Trust Group

H. Brewster Atwater, Jr.               $1,430                    $1,646                    $127,575
Lynne V. Cheney                         1,135                     1,305                      99,433
Heinz F. Hutter                         1,255                     1,471                     115,550
Anne P. Jones                           1,334                     1,556                     121,475
William R. Pearce                       1,133                     1,350                     107,500
Alan K. Simpson                         1,110                     1,330                     106,075
C. Angus Wurtele                        1,205                     1,421                     112,100
</TABLE>

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



<PAGE>



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


The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG LLP,  4200 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

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

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

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

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

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

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

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

                         Moody's Long-Term Debt Ratings

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

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

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.

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.



<PAGE>


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>


                           AXP(R) GLOBAL SERIES, INC.


                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR


                       AXP(R) INNOVATIONS FUND (the Fund)
                                  Dec. 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,  70100 AXP Financial  Center,  Minneapolis,  MN 55474 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. 31

Brokerage Commissions Paid to Brokers Affiliated with
American Express Financial Corporation.............................p. 32

Performance Information............................................p. 33

Valuing Fund Shares................................................p. 34

Investing in the Fund..............................................p. 35

Selling Shares.....................................................p. 38

Pay-out Plans......................................................p. 39


Capital Loss Carryover.............................................p. 40


Taxes..............................................................p. 40

Agreements.........................................................p. 42

Organizational Information.........................................p. 45

Board Members and Officers.........................................p. 47

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

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

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


<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

The Fund pursues its  investment  objective  by  investing  all of its assets in
World  Technologies  Portfolio  (the  Portfolio)  of World Trust (the Trust),  a
separate investment  company,  rather than by directly investing in and managing
its  own  portfolio  of  securities.  The  Portfolio  has  the  same  investment
objectives, policies, and restrictions as the Fund. References to "Fund" in this
SAI, where  applicable,  refer to the Fund and Portfolio,  collectively,  to the
Fund, singularly, or to the Portfolio, singularly.

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.  The Fund and Fund have
     not borrowed in the past and have no present intention to borrow.

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

o    Purchase more than 10% of the outstanding voting securities of an issuer.

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.

<PAGE>

o    Issue senior securities, except as permitted under the 1940 Act.

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.

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                                                        yes
Convertible Securities                                              yes
Corporate Bonds                                                     yes
Debt Obligations                                                    yes
Depositary Receipts                                                 yes
Derivative Instruments                                              yes
Foreign Currency Transactions                                       yes
Foreign Securities                                                  yes
High-Yield (High-Risk) Securities (Junk Bonds)                      yes
Illiquid and Restricted Securities                                  yes
Indexed Securities                                                  yes
Inverse Floaters                                                    no
Investment Companies                                                yes
Lending of Portfolio Securities                                     yes
Loan Participations                                                 yes
Mortgage- and Asset-Backed Securities                               yes
Mortgage Dollar Rolls                                               no
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

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

o    Under  normal  market  conditions,  at least 65% of the Fund's total assets
     will be invested in companies in the information technology sector.

o    The Fund may invest up to 20% of its net assets in bonds.

o    The Fund  will not  invest  more than 5% of its net  assets in bonds  below
     investment grade, including Brady bonds.

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    Ordinarily,  less than 25% of the Fund's total assets are invested in money
     market instruments.

o    The Fund  will not buy on margin or sell  short,  except  the Fund may make
     margin payments in connection with transactions in derivative instruments.

o    The Fund will not invest more than 10% of its total assets in securities of
     investment companies.

o    The Fund will not invest in a company to control or manage it.

<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 may 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.

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

<PAGE>

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.

<PAGE>

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
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.

<PAGE>


         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
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.

<PAGE>

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 the Fund'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, the Fund may incur costs in connection with
conversions  between various  currencies.  Currency exchange rates may fluctuate
significantly  over short  periods of time causing the 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.

Spot Rates and Derivative  Instruments.  The Fund conducts its foreign  currency
exchange  transactions  either at the spot (cash) rate prevailing in the foreign
currency exchange market or by entering into forward currency exchange contracts
(forward  contracts) as a hedge against  fluctuations in future foreign exchange
rates.  (See also  Derivative  Instruments).  These  contracts are traded in the
interbank  market  conducted  directly  between  currency traders (usually large
commercial  banks) and their customers.  Because foreign  currency  transactions
occurring in the interbank  market might involve  substantially  larger  amounts
than those involved in the use of such derivative instruments, the Fund could be
disadvantaged by having to deal in the odd lot market for the underlying foreign
currencies at prices that are less favorable than for round lots.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund enters into a contract
for the purchase or sale of a security  denominated in a foreign currency or has
been  notified of a dividend or interest  payment,  it may desire to lock in the
price of the security or the amount of the payment in dollars.  By entering into
a forward  contract,  the Fund will be able to protect itself against a possible
loss  resulting  from an adverse change in the  relationship  between  different
currencies  from the date the security is purchased or sold to the date on which
payment  is made or  received  or when the  dividend  or  interest  is  actually
received.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
believes the currency of a particular foreign country may change in relationship
to another  currency.  The precise  matching of forward contract amounts and the
value of securities  involved  generally  will not be possible  since the future
value of securities in foreign  currencies  more than likely will change between
the date the  forward  contract  is entered  into and the date it  matures.  The
projection of short-term  currency market  movements is extremely  difficult and
successful  execution of a short-term hedging strategy is highly uncertain.  The
Fund will not

<PAGE>

enter into such forward  contracts or maintain a net exposure to such  contracts
when  consummating the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's securities or other assets
denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund's total assets committed to consummating forward contracts entered into
under the second  circumstance  set forth above.  If the value of the securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitments on such contracts.

At maturity of a forward  contract,  the Fund may either sell the  security  and
make  delivery of the foreign  currency or retain the security and terminate its
contractual  obligation  to  deliver  the  foreign  currency  by  purchasing  an
offsetting  contract with the same currency trader  obligating it to buy, on the
same maturity date, the same amount of foreign currency.

If the Fund retains the security and engages in an offsetting  transaction,  the
Fund will incur a gain or loss (as described below) to the extent there has been
movement  in forward  contract  prices.  If the Fund  engages  in an  offsetting
transaction,  it may subsequently  enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date the Fund enters
into a forward contract for selling foreign currency and the date it enters into
an  offsetting  contract  for  purchasing  the foreign  currency,  the Fund will
realize a gain to the  extent  that the price of the  currency  it has agreed to
sell  exceeds  the price of the  currency it has agreed to buy.  Should  forward
prices  increase,  the Fund will  suffer a loss to the  extent  the price of the
currency it has agreed to buy exceeds the price of the currency it has agreed to
sell.

It is impossible to forecast what the market value of securities  will be at the
expiration of a contract.  Accordingly,  it may be necessary for the Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of that
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is  obligated  to deliver  and a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting the value of the Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange that can be achieved at some point in time.  Although forward contracts
tend to minimize the risk of loss due to a decline in value of hedged  currency,
they tend to limit any potential gain that might result should the value of such
currency increase.

Although the Fund values its assets each business day in terms of U.S.  dollars,
it does not intend to convert  its  foreign  currencies  into U.S.  dollars on a
daily basis. It will do so from time to time, and  shareholders  should be aware
of currency conversion costs.  Although foreign exchange dealers do not charge a
fee for  conversion,  they do realize a profit based on the difference  (spread)
between  the prices at which they are buying  and  selling  various  currencies.
Thus,  a dealer  may offer to sell a foreign  currency  to the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options on Foreign  Currencies.  The Fund may buy options on foreign  currencies
for hedging  purposes.  For example,  a decline in the dollar value of a foreign
currency in which  securities  are  denominated  will reduce the dollar value of
such securities,  even if their value in the foreign currency remains  constant.
In order to protect against the diminutions in the value of securities, the Fund
may buy  options on the  foreign  currency.  If the value of the  currency  does
decline, the Fund will have the right to sell the currency for a fixed amount in
dollars  and  will  offset,  in  whole or in part,  the  adverse  effect  on its
portfolio that otherwise would have resulted.

<PAGE>

As in the case of other  types of  options,  however,  the  benefit  to the Fund
derived from purchases of foreign currency options will be reduced by the amount
of the  premium and related  transaction  costs.  In  addition,  where  currency
exchange  rates do not move in the direction or to the extent  anticipated,  the
Fund could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
rates.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund anticipates a decline in the dollar value
of foreign-denominated  securities due to adverse fluctuations in exchange rates
it  could,  instead  of  purchasing  a put  option,  write a call  option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be exercised  and the  diminution  in value of  securities  will be fully or
partially offset by the amount of the premium received.

As in the case of other  types of  options,  however,  the  writing of a foreign
currency  option will  constitute  only a partial  hedge up to the amount of the
premium,  and only if rates  move in the  expected  direction.  If this does not
occur, the option may be exercised and the Fund would be required to buy or sell
the  underlying  currency  at a loss that may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered.  An option written on
foreign currencies is covered if the Fund holds currency sufficient to cover the
option or has an absolute and immediate  right to acquire that currency  without
additional  cash  consideration  upon  conversion of assets  denominated in that
currency or exchange of other currency held in its  portfolio.  An option writer
could lose amounts  substantially in excess of its initial  investments,  due to
the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial  institutions  acting
as  market-makers,  although foreign currency options also are traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange
are cleared and guaranteed by the Options Clearing  Corporation  (OCC),  thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national  securities  exchange may be more readily available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded  foreign currency options,  however, is
subject to the risks of  availability  of a liquid  secondary  market  described
above, as well as the risks  regarding  adverse market  movements,  margining of
options  written,   the  nature  of  the  foreign   currency  market,   possible
intervention by governmental  authorities and the effects of other political and
economic  events.  In addition,  exchange-traded  options on foreign  currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and  settlement  of such options must be made  exclusively  through the
OCC, which has established  banking  relationships in certain foreign  countries
for that  purpose.  As a result,  the OCC may,  if it  determines  that  foreign
governmental  restrictions  or taxes would  prevent the  orderly  settlement  of
foreign  currency option  exercises,  or would result in undue burdens on OCC or
its clearing member, impose special procedures on exercise and settlement,  such
as technical  changes in the  mechanics  of delivery of currency,  the fixing of
dollar settlement prices or prohibitions on exercise.

<PAGE>

Foreign Currency  Futures and Related Options.  The Fund may enter into currency
futures  contracts  to sell  currencies.  It also may buy put  options and write
covered call options on currency futures. Currency futures contracts are similar
to currency  forward  contracts,  except that they are traded on exchanges  (and
have margin  requirements) and are standardized as to contract size and delivery
date. Most currency  futures call for payment of delivery in U.S.  dollars.  The
Fund  may use  currency  futures  for the  same  purposes  as  currency  forward
contracts, subject to Commodity Futures Trading Commission (CFTC) limitations.

Currency futures and options on futures values can be expected to correlate with
exchange rates,  but will not reflect other factors that may affect the value of
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund's  investments  denominated in foreign currency will change in
response to many factors  other than exchange  rates,  it may not be possible to
match the amount of a forward  contract  to the value of the Fund's  investments
denominated in that currency over time.

The Fund will hold securities or other options or futures positions whose values
are expected to offset its  obligations.  The Fund will not enter into an option
or futures  position  that exposes the Fund to an  obligation  to another  party
unless it owns either (i) an  offsetting  position in  securities  or (ii) cash,
receivables and short-term debt securities with a value  sufficient to cover its
potential obligations.

(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

<PAGE>

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.

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

<PAGE>

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.

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.

<PAGE>

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.

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

<PAGE>

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.

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.

<PAGE>

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
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

<PAGE>

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.

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.)

<PAGE>

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.

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.)

<PAGE>

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.

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

<PAGE>

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
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

<PAGE>

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 $124,014 for fiscal year ended Oct.
31,  2000,  $5,135 for  fiscal  year  1999,  and  $3,626  for fiscal  year 1998.
Substantially all firms through whom transactions were executed provide research
services.

In fiscal  year  2000,  transactions  amounting  to  $17,500,  on which  $750 in
commissions  were  imputed  or  paid,  were  specifically  directed  to firms in
exchange for research services.


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 116% in the most recent fiscal year, and 113% in
the year before. Higher turnover rates may result in higher brokerage expenses.


BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH AMERICAN EXPRESS FINANCIAL
CORPORATION

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

<PAGE>

Information  about  brokerage  commissions  paid by the Fund for the last  three
fiscal  years to brokers  affiliated  with AEFC is  contained  in the  following
table:

<TABLE>
<CAPTION>

                                       As of the end of Fiscal Year


                                                          2000                             1999             1998


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


                                                                     Percent of
                                                                     Aggregate
                                                                     Dollar Amount
                                                                     of
                                    Aggregate        Percent of      Transactions     Aggregate        Aggregate
                                    Dollar amount    Aggregate       Involving        Dollar Amount    Dollar Amount
Broker             Nature of        of Commissions   Brokerage       Payment of       of Commissions   of
                   Affiliation      Paid to Broker   Commissions     Commissions      Paid to Broker   Commissions
                                                                                                       Paid to Broker
American           Wholly-owned        $ 22,290          17.97%          24.67%            None             $ 45
Enterprise         subsidiary of
Investment         AEFC
Services Inc.


</TABLE>

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>


Prior to March 27, 2000, the Fund had not engaged in a broad public  offering of
its shares, or been subject to redemption requests. It had sold shares only to a
single  investor.  One factor impacting the Fund's 1999 performance was the high
concentration in technology investments,  particularly in securities of internet
and communication companies.  These investments performed well and had a greater
effect on the Fund's  performance  than similar  investments made by other funds
because of high  concentration,  the lack of cash flows, and the smaller size of
the Fund.  There is no assurance that the Fund's future  investments will result
in the same level of performance.


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:

<TABLE>
<CAPTION>

                                                                                            Net asset value
                    Net assets                          Shares                              of one share
                                                        outstanding
                    ----------------- ----------------- ----------------- ----------------- -----------------
<S>                 <C>                  <C>               <C>                <C>               <C>


Class A             $ 319,164,075        divided by        60,689,523          equals           $ 5.26
Class B               138,544,836                          29,055,251                             4.77
Class C                 3,298,488                             692,081                             4.77
Class Y                    88,176                              16,809                             5.25


</TABLE>

<PAGE>

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  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.

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.

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.


<PAGE>


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, $5.26, by 0.9425  (1.00-0.0575) for
a maximum  5.75% sales charge for a public  offering  price of $5.58.  The sales
charge is paid to the Distributor by the person buying the shares.

Class A - Calculation of the Sales Charge

Sales charges are determined as follows:

                                      Sales charge as a percentage of:
                             ------------------------------------------------
                                    Public                          Net
Amount of Investment            Offering Price                Amount Invested
--------------------            --------------                ---------------
Up to $49,999                        5.75%                        6.10%
$50,000 - $99,999                    4.75                         4.99
$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, 2001.

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 4.75%
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


<PAGE>


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.


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

<PAGE>

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.

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

<PAGE>

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.


To start any of these plans, please consult your selling agent or write American
Express Client Service Corporation,  70100 AXP Financial Center, Minneapolis, MN
55474, 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.

<PAGE>

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

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


CAPITAL LOSS CARRYOVER

For federal income tax purposes,  the Fund had total capital loss  carryovers of
$10,907,404  at the end of the most recent  fiscal  year,  that if not offset by
subsequent capital gains will expire in 2008.

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

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 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.

For example:

You purchase 100 shares of one fund having a public offering price of $10.00 per
share.  With a sales load of 5.75%,  you pay $57.50 in sales load. With a NAV of
$9.425 per share,  the value of your  investment  is $942.50.  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 $9.425, 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 $57.50 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 $157.50
gain  ($1,100.00 - $942.50).  You can include the $57.50 sales load in the basis
of your shares in the second fund.


If you have a  nonqualified  investment in the Fund and you wish to move part or
all of those shares to an IRA or qualified  retirement  account in the Fund, you
can do so without  paying a sales  charge.  However,  this type of  exchange  is
considered  a  redemption  of  shares  and may  result in a gain or loss for tax
purposes.  In  addition,   this  type  of  exchange  may  result  in  an  excess
contribution  under IRA or qualified plan  regulations  if the amount  exchanged
plus the amount of the  initial  sales  charge  applied to the amount  exchanged
exceeds annual  contribution  limitations.  For example: If you were to exchange
$2,000  in  Class  A  shares  from a  nonqualified  account  to an  IRA  without
considering the 5.75% ($115) initial sales charge applicable to that $2,000, you
may be deemed to have exceeded current IRA annual contribution limitations.  You
should consult your tax advisor for further details about this complex subject.


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


<PAGE>

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

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

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.  A special 28% rate on capital
gains may apply to sales of precious metals, if any, owned directly by the Fund.
A special 25% rate on capital gains may apply to investments in REITs.

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

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

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


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


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

<PAGE>

AGREEMENTS

INVESTMENT MANAGEMENT SERVICES AGREEMENT

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

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

Assets                   Annual rate at
(billions)               each asset level
---------                ----------------
First        $0.25            0.720%
Next          0.25            0.695
Next          0.25            0.670
Next          0.25            0.645
Next          1.00            0.620
Over          2.00            0.595


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.709% 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 $1,122,097  for fiscal year 2000,  $48,655 for fiscal year 1999, and $32,945
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, and expenses
voluntarily  reimbursed  by AEFC,  paid by the Fund were  $4,400 for fiscal year
2000, $17,603 for fiscal year 1999, and $39,946 for fiscal year 1998.


<PAGE>

Administrative Services Agreement

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

Assets                       Annual rate at
(billions)                   each asset level
---------                    ----------------
First       $0.25                  0.060%
Next         0.25                  0.055
Next         0.25                  0.050
Next         0.25                  0.045
Next         1.00                  0.040
Over         2.00                  0.035


On the last day of the most recent  fiscal  year,  the daily rate applied to the
Fund's net assets was equal to 0.058% 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 $91,651 for fiscal year 2000, $2,467 for fiscal
year 1999, and $2,389 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 $19.00  per year,  for  Class B is  $20.00  per year,  for Class C is
$19.50 per year and for Class Y is $17.00  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 $2,891,282
for fiscal year 2000. After paying commissions to personal  financial  advisors,
and other expenses, the amount retained was $1,752,436.  The amounts were $0 and
$0 for fiscal year 1999, and $0 and $0 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.


<PAGE>

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.  For the most recent fiscal year,  the Fund paid fees of
$270,310 for Class A shares,  $409,951 for Class B shares and $4,977 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 American Express Trust Company,  200
AXP Financial Center,  Minneapolis, MN 55474, 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.


The custodian has entered into a  sub-custodian  agreement  with the Bank of New
York, 90 Washington  Street,  New York, NY 10286.  As part of this  arrangement,
securities  purchased outside the United States are maintained in the custody of
various foreign branches of Bank of New York or in other financial  institutions
as permitted by law and by the Fund's sub-custodian agreement.

<PAGE>

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.

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 $98 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
and  managed as of the end of the most  recent  fiscal  year were more than $249
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 10,400 financial advisors.


<PAGE>

FUND HISTORY TABLE FOR ALL PUBLICLY OFFERED AMERICAN EXPRESS FUNDS*

<TABLE>
<CAPTION>

                                               Date of             Form of        State of     Fiscal
Fund                                        Organization        Organization     Organization Year End  Diversified
<S>                                      <C>                    <C>              <C>          <C>       <C>

AXP Bond Fund, Inc.                      6/27/74, 6/31/86***     Corporation        NV/MN       8/31       Yes
AXP Discovery Fund, Inc.                 4/29/81, 6/13/86***     Corporation        NV/MN       7/31       Yes
AXP Equity Select Fund, Inc.**           3/18/57, 6/13/86***     Corporation        NV/MN      11/30       Yes
AXP Extra Income Fund, Inc.                    8/17/83           Corporation         MN         5/31       Yes
AXP Federal Income Fund, Inc.                  3/12/85           Corporation         MN         5/31       Yes
AXP Global Series, Inc.                       10/28/88           Corporation         MN        10/31
   AXP Emerging Markets Fund                                                                               Yes
   AXP Global Balanced Fund                                                                                Yes
   AXP Global Bond Fund                                                                                     No
   AXP Global Growth Fund                                                                                  Yes
   AXP Innovations Fund                                                                                    Yes
AXP Growth Series, Inc.                  5/21/70, 6/13/86***     Corporation        NV/MN       7/31
   AXP Growth Fund                                                                                         Yes
   AXP Research Opportunities Fund                                                                         Yes
AXP High Yield Tax-Exempt Fund, Inc.          12/21/78,          Corporation        NV/MN      11/30       Yes
                                             6/13/86***
AXP International Fund, Inc.                   7/18/84           Corporation         MN        10/31
    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 shareholder meeting held on June 16, 1999, shareholders approved the
     name change from IDS to AXP. In addition to  substituting  AXP for IDS, the
     following  series changed their names:  IDS Growth Fund, Inc. to AXP Growth
     Series,  Inc., IDS Managed  Retirement  Fund,  Inc. to AXP Managed  Series,
     Inc.,  IDS  Strategy  Fund,  Inc. to AXP  Strategy  Series,  Inc.,  and IDS
     Tax-Exempt Bond Fund, Inc. to AXP Tax-Exempt Series, Inc.


**   At the shareholder meeting held on Nov. 9, 1994, IDS Equity Plus Fund, Inc.
     changed its name to IDS Equity Select Fund,  Inc.; 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.  (consumer
foods and restaurants). Director, Merck & Co., Inc. (pharmaceuticals).


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
200 AXP Financial Center
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
200 AXP Financial Center
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 and restaurants).

+ 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 and
Portfolio  boards,  for  attending  up to 25 meetings,  received  the  following
compensation:


<TABLE>
<CAPTION>

                                            Compensation Table

                                                                                   Total cash compensation
                                                                                   from American Express
                                                                                   Funds and Preferred
Board member                  Aggregate compensation    Aggregate compensation     Master Trust Group
                              from the Fund             from the Portfolio
<S>                                   <C>                       <C>                       <C>

H. Brewster Atwater, Jr.              $ 471                     $ 505                     $ 127,575
-----------------------------
Lynne V. Cheney                         200                       208                        99,433
-----------------------------
Heinz F. Hutter                         321                       355                       115,550
-----------------------------
Anne P. Jones                           371                       405                       121,475
-----------------------------
William R. Pearce                       350                       383                       107,500
-----------------------------
Alan K. Simpson                         250                       283                       106,075
-----------------------------
C. Angus Wurtele                        321                       355                       112,100


</TABLE>

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

INDEPENDENT AUDITORS


The  financial  statements  contained  in the  Annual  Report  were  audited  by
independent  auditors,  KPMG LLP,  4200 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

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

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

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

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

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

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

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

                                      Moody's Long-Term Debt Ratings

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

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

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.

<PAGE>

                         Standard & Poor's Note Ratings

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

Note rating symbols and definitions are as follows:

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

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

         SP-3     Speculative capacity to pay principal and interest.

                           Moody's Short-Term Ratings

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>


Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP GLOBAL SERIES, INC.

We have  audited the  accompanying  statement of assets and  liabilities  of AXP
Emerging  Markets Fund (a series of AXP Global  Series,  Inc.) as of October 31,
2000,  the  related  statement  of  operations  for the  year  then  ended,  the
statements of changes in net assets for each of the years in the two-year period
ended October 31, 2000,  and the financial  highlights  for each of the years in
the  three-year  period ended  October 31, 2000 and for the period from November
13, 1996  (commencement  of  operations)  to October 31, 1997.  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.  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 Emerging Markets Fund as of
October 31, 2000, and the results of its  operations,  changes in its net assets
and the  financial  highlights  for  each of 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
December 1, 2000

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Emerging Markets Fund

Oct. 31, 2000

Assets
<S>                                            <C>                                                           <C>
Investment in Emerging Markets Portfolio (Note 1)                                                            $354,176,075
                                                                                                             ------------

Liabilities
Accrued distribution fee                                                                                            4,853
Accrued transfer agency fee                                                                                         3,397
Accrued administrative services fee                                                                                   934
Other accrued expenses                                                                                             55,552
                                                                                                                   ------
Total liabilities                                                                                                  64,736
                                                                                                                   ------
Net assets applicable to outstanding capital stock                                                           $354,111,339
                                                                                                             ============

Represented by
Capital stock-- $.01 par value (Note 1)                                                                      $    743,660
Additional paid-in capital                                                                                    448,762,735
Undistributed net investment income                                                                                 1,599
Accumulated net realized gain (loss) (Note 4)                                                                 (68,111,644)
Unrealized appreciation (depreciation) on investments and on translation
     of assets and liabilities in foreign currencies                                                          (27,285,011)
                                                                                                              -----------
Total-- representing net assets applicable to outstanding capital stock                                      $354,111,339
                                                                                                             ============
Net assets applicable to outstanding shares:                  Class A                                        $233,996,813
                                                              Class B                                        $119,925,954
                                                              Class C                                        $     97,657
                                                              Class Y                                        $     90,915
Net asset value per share of outstanding capital stock:       Class A shares           48,661,727            $       4.81
                                                              Class B shares           25,664,572            $       4.67
                                                              Class C shares               20,881            $       4.68
                                                              Class Y shares               18,808            $       4.83
                                                                                           ------                  ------

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations

AXP Emerging Markets Fund
Year ended Oct. 31, 2000

Investment income
Income:
<S>                                                                                                          <C>
Dividends                                                                                                    $  6,063,705
Interest                                                                                                        1,802,765
     Less foreign taxes withheld                                                                               (1,120,390)
                                                                                                               ----------
Total income                                                                                                    6,746,080
                                                                                                                ---------
Expenses (Note 2):
Expenses allocated from Emerging Markets Portfolio                                                              5,448,457
Distribution fee
     Class A                                                                                                      764,705
     Class B                                                                                                    1,585,044
     Class C                                                                                                          128
Transfer agency fee                                                                                             1,159,563
Incremental transfer agency fee
     Class A                                                                                                       87,456
     Class B                                                                                                       73,350
     Class C                                                                                                            9
Service fee -- Class Y                                                                                                111
Administrative services fees and expenses                                                                         443,395
Compensation of board members                                                                                       7,365
Printing and postage                                                                                              111,819
Registration fees                                                                                                  57,923
Audit fees                                                                                                          6,000
Other                                                                                                               7,483
                                                                                                                    -----
Total expenses                                                                                                  9,752,808
                                                                                                                ---------
     Earnings credits on cash balances (Note 2)                                                                   (34,380)
                                                                                                                  -------
Total net expenses                                                                                              9,718,428
                                                                                                                ---------
Investment income (loss) -- net                                                                                (2,972,348)
                                                                                                               ----------

Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
     Security transactions                                                                                     66,111,138
     Foreign currency transactions                                                                             (1,367,575)
                                                                                                               ----------
Net realized gain (loss) on investments                                                                        64,743,563
Net change in unrealized appreciation (depreciation) on investments and
     on translation of assets and liabilities in foreign currencies                                           (78,218,552)
                                                                                                              -----------
Net gain (loss) on investments and foreign currencies                                                         (13,474,989)
                                                                                                              -----------
Net increase (decrease) in net assets resulting from operations                                              $(16,447,337)
                                                                                                             ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP Emerging Markets Fund

Year ended Oct. 31,                                                                       2000                    1999

Operations and distributions
<S>                                                                                 <C>                       <C>
Investment income (loss)-- net                                                      $  (2,972,348)          $    (421,971)
Net realized gain (loss) on investments                                                64,743,563               8,866,980
Net change in unrealized appreciation (depreciation) on investments and
     on translation of assets and liabilities in foreign currencies                   (78,218,552)            110,378,637
                                                                                      -----------             -----------
Net increase (decrease) in net assets resulting from operations                       (16,447,337)            118,823,646
                                                                                      -----------             -----------
Distributions to shareholders from:
     Net investment income
         Class A                                                                          (33,494)               (289,880)
         Class Y                                                                               --                     (77)
                                                                                                                      ---
Total distributions                                                                       (33,494)               (289,957)
                                                                                          -------                --------

Capital share transactions (Note 3)
Proceeds from sales
     Class A shares (Notes 2 and 6)                                                   185,979,138             170,245,380
     Class B shares                                                                    36,626,536              28,172,307
     Class C shares                                                                       110,676                      --
     Class Y shares                                                                     1,149,750               1,545,981
Reinvestment of distributions at net asset value
     Class A shares                                                                        32,734                 282,640
     Class Y shares                                                                            --                      77
Payments for redemptions
     Class A shares                                                                  (193,753,539)           (184,535,441)
     Class B shares (Note 2)                                                          (39,705,855)            (35,974,427)
     Class Y shares                                                                    (1,100,386)             (1,543,520)
                                                                                       ----------              ----------
Increase (decrease) in net assets from capital share transactions                     (10,660,946)            (21,807,003)
                                                                                      -----------             -----------
Total increase (decrease) in net assets                                               (27,141,777)             96,726,686
Net assets at beginning of year                                                       381,253,116             284,526,430
                                                                                      -----------             -----------
Net assets at end of year                                                           $ 354,111,339           $ 381,253,116
                                                                                    =============           =============
Undistributed net investment income                                                 $       1,599           $      33,585
                                                                                    -------------           -------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>

Notes to Financial Statements
AXP Emerging Markets Fund

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Global  Series,  Inc.  and is  registered  under the
Investment  Company  Act  of  1940  (as  amended)  as  a  diversified,  open-end
management investment company. AXP Global Series, Inc. has 10 billion authorized
shares of  capital  stock that can be  allocated  among the  separate  series as
designated by the board.

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 347 shares of
capital stock,  which  represented  the initial  capital in Class C at $5.77 per
share.

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 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.

Investment in Emerging Markets Portfolio
The  Fund  invests  all  of  its  assets  in  Emerging  Markets  Portfolio  (the
Portfolio),  a series of World Trust (the Trust), an open-end investment company
that has the  same  objectives  as the  Fund.  The  Portfolio  seeks to  provide
shareholders  with long-term growth of capital by investing  primarily in stocks
of companies in developing countries offering growth potential.

The Fund  records  daily  its  share of the  Portfolio's  income,  expenses  and
realized  and  unrealized  gains and losses.  The  financial  statements  of the
Portfolio  are  included  elsewhere  in  this  report  and  should  be  read  in
conjunction with the Fund's financial statements.

The Fund records its  investment  in the Portfolio at the value that is equal to
the Fund's  proportionate  ownership interest in the Portfolio's net assets. The
percentage  of the  Portfolio  owned by the Fund as of Oct. 31, 2000 was 99.98%.
Valuation  of  securities  held by the  Portfolio  is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

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.

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 the  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,  the  recognition of certain foreign  currency gains
(losses) as ordinary income (loss) for tax purposes,  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  increased  by
$2,984,278  and  accumulated  net realized loss has been increased by $3,739,330
resulting in a net  reclassification  adjustment to increase  additional paid-in
capital by $755,052.

Dividends to shareholders
An annual dividend from net investment  income,  declared and paid at the end of
the calendar year,  when  available,  is 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.

2. EXPENSES AND SALES CHARGES
In addition to the expenses  allocated from the Portfolio,  the Fund accrues its
own expenses as follows:

The Fund has an agreement with AEFC to provide administrative services. 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  0.10% to 0.05%  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 $19.00          o Class C $19.50
o  Class B $20.00          o Class Y $17.00

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.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$921,158 for Class A and $202,659 for Class B for the year ended Oct. 31, 2000.

During the year ended Oct.  31,  2000,  the  Fund's  transfer  agency  fees were
reduced by $34,380 as a result of earnings credits from overnight cash balances.

<PAGE>
<TABLE>
<CAPTION>

3. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:

                                                                         Year ended Oct. 31, 2000
                                                     Class A           Class B            Class C*         Class Y
<S>                                                 <C>                <C>                 <C>              <C>
Sold                                                30,898,221         6,042,695           20,881           192,499
Issued for reinvested distributions                      5,208                --               --                --
Redeemed                                           (32,678,203)       (6,951,867)              --          (184,764)
                                                   -----------        ----------                           --------
Net increase (decrease)                             (1,774,774)         (909,172)          20,881             7,735
                                                    ----------          --------           ------             -----

* Inception date was June 26, 2000.

                                                                         Year ended Oct. 31, 1999
                                                     Class A           Class B              Class C        Class Y
Sold                                                38,402,305         6,532,285              N/A           317,355
Issued for reinvested distributions                     77,135                --              N/A                21
Redeemed                                           (42,389,266)       (8,663,035)             N/A          (321,275)
                                                   -----------        ----------                           --------
Net increase (decrease)                             (3,909,826)       (2,130,750)             N/A            (3,899)
                                                    ----------        ----------                             ------

4. CAPITAL LOSS CARRY-OVER
For federal  income tax  purposes,  the Fund had a capital  loss  carry-over  of
$68,082,305  as of Oct.  31,  2000,  that will  expire in 2006 if not  offset by
capital gains. 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.

5. 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 the
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 Oct. 31,
2000.

6. FUND MERGER
As of the close of business on July 14, 2000, AXP Emerging Markets Fund acquired
the assets and assumed the identified liabilities of Strategist Emerging Markets
Fund.

The aggregate  net assets of AXP Emerging  Markets Fund  immediately  before the
acquisition were $478,530,538.

The  merger  was  accomplished  by a  tax-free  exchange  of  151,851  shares of
Strategist Emerging Markets Fund valued at $768,843.

In exchange for the Strategist  Emerging Markets Fund shares and net assets, AXP
Emerging Markets Fund issued the following number of shares:

                                                    Shares            Net assets
Class A                                            127,003              $768,843

Strategist  Emerging Markets Fund's net assets at that date consisted of capital
stock of $693,194 and unrealized appreciation of $75,649.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

7. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.

Fiscal period ended Oct. 31,

Per share income and capital changes(a)
                                                                                                Class A

                                                                                2000        1999        1998      1997(b)

<S>                                                                            <C>         <C>         <C>         <C>
Net asset value, beginning of period                                           $4.99       $3.44       $5.33       $5.00

Income from investment operations:

Net investment income (loss)                                                    (.02)        .02         .04         .01

Net gains (losses) (both realized and unrealized)                               (.16)       1.54       (1.79)        .33

Total from investment operations                                                (.18)       1.56       (1.75)        .34

Less distributions:

Dividends from net investment income                                              --        (.01)         --        (.01)

Distributions from realized gains                                                 --          --        (.14)         --

Total distributions                                                               --        (.01)       (.14)       (.01)

Net asset value, end of period                                                 $4.81       $4.99       $3.44       $5.33

Ratios/supplemental data

Net assets, end of period (in millions)                                         $234        $251        $187        $243

Ratio of expenses to average daily net assets(c)                               1.83%       2.03%       1.93%       1.90%(d,e)

Ratio of net investment income (loss) to average daily net assets              (.38%)       .14%        .82%        .28%(e)

Portfolio turnover rate (excluding short-term securities)                       143%        143%        108%         87%

Total return(f)                                                               (3.60%)     45.13%     (33.74%)      6.84%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction
    of earnings credits on cash balances.
(d) During the period from Nov. 13, 1996 to Oct. 31, 1997,  AEFC reimbursed the
    Fund for  certain  expenses.  Had AEFC not  done so,  the  annual  ratio of
    expenses would have been 1.92%.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                                Class B

                                                                                2000        1999        1998      1997(b)

<S>                                                                            <C>         <C>         <C>         <C>
Net asset value, beginning of period                                           $4.88       $3.39       $5.29       $5.00

Income from investment operations:

Net investment income (loss)                                                    (.07)       (.05)         --        (.04)

Net gains (losses) (both realized and unrealized)                               (.14)       1.54       (1.76)        .33

Total from investment operations                                                (.21)       1.49       (1.76)        .29

Less distributions:

Distributions from realized gains                                                 --          --        (.14)         --

Net asset value, end of period                                                 $4.67       $4.88       $3.39       $5.29

Ratios/supplemental data

Net assets, end of period (in millions)                                         $120        $130         $97        $114

Ratio of expenses to average daily net assets(c)                               2.60%       2.81%       2.71%       2.67%(d,e)

Ratio of net investment income (loss) to average daily net assets             (1.14%)      (.63%)       .07%       (.50%)(e)

Portfolio turnover rate (excluding short-term securities)                       143%        143%        108%         87%

Total return(f)                                                               (4.30%)     43.87%     (34.24%)      6.07%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(d) During the period from Nov. 13, 1996 to Oct. 31, 1997,  AEFC reimbursed the
    Fund for  certain  expenses.  Had AEFC not done so,  the  annual  ratios of
    expenses would have been 2.69%.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                              Class C

<S>                                                                           <C>
                                                                              2000(b)

Net asset value, beginning of period                                           $5.64

Income from investment operations:

Net investment income (loss)                                                    (.01)

Net gains (losses) (both realized and unrealized)                               (.95)

Total from investment operations                                                (.96)

Net asset value, end of period                                                 $4.68

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(c)                               2.60%(d)

Ratio of net investment income (loss) to average daily net assets             (2.06%)(d)

Portfolio turnover rate (excluding short-term securities)                       143%

Total return(e)                                                              (17.02%)

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was June 26, 2000.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(d) Adjusted to an annual basis.
(e) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                                Class Y

                                                                                2000        1999        1998      1997(b)

<S>                                                                            <C>         <C>         <C>         <C>
Net asset value, beginning of period                                           $4.99       $3.45       $5.33       $5.00

Income from investment operations:

Net investment income (loss)                                                    (.01)        .02         .04         .01

Net gains (losses) (both realized and unrealized)                               (.15)       1.53       (1.78)        .33

Total from investment operations                                                (.16)       1.55       (1.74)        .34

Less distributions:

Dividends from net investment income                                              --        (.01)         --        (.01)

Distributions from realized gains                                                 --          --        (.14)         --

Total distributions                                                               --        (.01)       (.14)       (.01)

Net asset value, end of period                                                 $4.83       $4.99       $3.45       $5.33

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(c)                               1.66%       1.88%       1.86%        1.75(d,e)

Ratio of net investment income (loss) to average daily net assets              (.29%)      1.18%       1.03%        .33%(e)

Portfolio turnover rate (excluding short-term securities)                       143%        143%        108%         87%

Total return(f)                                                               (3.21%)     45.29%     (33.66%)      6.86%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(d) During the period from Nov. 13, 1996 to Oct. 31, 1997,  AEFC reimbursed the
    Fund for  certain  expenses.  Had AEFC not done so,  the  annual  ratios of
    expenses would have been 1.77%.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>

Independent Auditors' Report

THE BOARD OF TRUSTEES AND UNITHOLDERS
WORLD TRUST

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments  in securities,  of Emerging  Markets  Portfolio (a
series of World  Trust)  as of  October  31,  2000,  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  October 31,  2000.  These
financial  statements  are  the  responsibility  of  portfolio  management.  Our
responsibility  is to express an opinion on these financial  statements 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 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
October 31, 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 Emerging Markets Portfolio as
of October 31, 2000,  and the results of its  operations  and the changes in its
net assets for the periods stated in the first  paragraph  above,  in conformity
with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
Emerging Markets Portfolio

Oct. 31, 2000

Assets
Investments in securities, at value (Note 1)
<S>                   <C>                                                                                    <C>
     (identified cost $376,019,142)                                                                          $348,795,678
Cash in bank on demand deposit (including foreign currency holdings of $3,783,885)                              4,003,829
Dividends and accrued interest receivable                                                                         691,997
Receivable for investment securities sold                                                                       6,417,296
U.S. government securities held as collateral (Note 4)                                                            124,609
                                                                                                                  -------
Total assets                                                                                                  360,033,409
                                                                                                              -----------

Liabilities
Payable for investment securities purchased                                                                     4,492,132
Payable upon return of securities loaned (Note 4)                                                               1,145,609
Accrued investment management services fee                                                                         10,534
Other accrued expenses                                                                                            128,905
                                                                                                                  -------
Total liabilities                                                                                               5,777,180
                                                                                                                ---------
Net assets                                                                                                   $354,256,229
                                                                                                             ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
Emerging Markets Portfolio

Year ended Oct. 31, 2000

Investment income
Income:
<S>                                                                                                           <C>
Dividends                                                                                                    $  6,072,497
Interest                                                                                                        1,805,167
     Less foreign taxes withheld                                                                               (1,121,928)
                                                                                                               ----------
Total income                                                                                                    6,755,736
                                                                                                                ---------
Expenses (Note 2):
Investment management services fee                                                                              5,097,887
Compensation of board members                                                                                       7,365
Custodian fees                                                                                                    327,443
Audit fees                                                                                                         18,000
Other                                                                                                              14,280
                                                                                                                   ------
Total expenses                                                                                                  5,464,975
     Earnings credits on cash balances (Note 2)                                                                    (9,745)
                                                                                                                   ------
Total net expenses                                                                                              5,455,230
                                                                                                                ---------
Investment income (loss) -- net                                                                                 1,300,506
                                                                                                                ---------

Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
     Security transactions (Note 3)                                                                            66,247,112
     Foreign currency transactions                                                                             (1,370,915)
                                                                                                               ----------
Net realized gain (loss) on investments                                                                        64,876,197
Net change in unrealized appreciation (depreciation) on investments and
     on translation of assets and liabilities in foreign currencies                                           (78,233,788)
                                                                                                              -----------
Net gain (loss) on investments and foreign currencies                                                         (13,357,591)
                                                                                                              -----------
Net increase (decrease) in net assets resulting from operations                                              $(12,057,085)
                                                                                                             ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
Emerging Markets Portfolio

Year ended Oct. 31,                                                                       2000                    1999

Operations
<S>                                                                                   <C>                     <C>
Investment income (loss)-- net                                                       $  1,300,506            $  2,959,449
Net realized gain (loss) on investments                                                64,876,197               8,888,733
Net change in unrealized appreciation (depreciation) on investments and
     on translation of assets and liabilities in foreign currencies                   (78,233,788)            110,553,123
                                                                                      -----------             -----------
Net increase (decrease) in net assets resulting from operations                       (12,057,085)            122,401,305
Net contributions (withdrawals) from partners                                         (15,641,045)            (25,443,819)
                                                                                      -----------             -----------
Total increase (decrease) in net assets                                               (27,698,130)             96,957,486
Net assets at beginning of year                                                       381,954,359             284,996,873
                                                                                      -----------             -----------
Net assets at end of year                                                            $354,256,229            $381,954,359
                                                                                     ============            ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>

Notes to Financial Statements

Emerging Markets Portfolio

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Emerging  Markets  Portfolio  (the  Portfolio)  is a series of World  Trust (the
Trust) and is registered  under the Investment  Company Act of 1940 (as amended)
as a diversified,  open-end management investment company. The Portfolio invests
primarily  in equity  securities  of issuers in  countries  with  developing  or
emerging  markets.  The  Declaration  of Trust  permits  the  Trustees  to issue
non-transferable interests in the Portfolio.

The Portfolio'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 Portfolio may buy and write options traded on
any U.S. or foreign exchange or in the over-the-counter  market where completing
the  obligation  depends  upon the  credit  standing  of the  other  party.  The
Portfolio  also 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 Portfolio gives up the opportunity for
profit if the market price of the security increases.  The risk in writing a put
option  is that  the  Portfolio  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 Portfolio  pays a premium  whether or not the option is exercised.  The
Portfolio also has the  additional  risk of being unable to enter into a closing
transaction if a liquid secondary market does not exist.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized appreciation or depreciation is recorded. The Portfolio
will realize a gain or loss when the option transaction  expires or closes. When
an option is  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 Portfolio may buy
and sell financial futures contracts traded on any U.S. or foreign exchange. The
Portfolio  also  may buy and  write  put  and  call  options  on  these  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  Portfolio 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 Portfolio  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  Portfolio  recognizes  a realized  gain or loss when the
contract is closed or expires.

Foreign currency translations and foreign currency contracts
Securities and other assets and  liabilities  denominated in foreign  currencies
are translated daily into U.S. dollars.  Foreign currency amounts related to the
purchase or sale of  securities  and income and expenses are  translated  at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized  and  unrealized  security  gains or losses is  reflected as a
component of such gains or losses. In the statement of operations,  net realized
gains or losses from foreign currency transactions, if any, may arise from sales
of foreign currency, closed forward contracts, exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation   gains  or  losses  on  dividends,   interest  income  and  foreign
withholding taxes.

The Portfolio may enter into forward  foreign  currency  exchange  contracts for
operational  purposes and to protect against adverse exchange rate  fluctuation.
The net U.S.  dollar  value  of  foreign  currency  underlying  all  contractual
commitments held by the Portfolio and the resulting  unrealized  appreciation or
depreciation  are  determined  using  foreign  currency  exchange  rates from an
independent  pricing  service.  The Portfolio is subject to the credit risk that
the other party will not complete its contract obligations.

Federal taxes
For federal  income tax purposes the Portfolio  qualifies as a  partnership  and
each  investor  in the  Portfolio  is treated as the owner of its  proportionate
share of the net assets, income,  expenses and realized and unrealized gains and
losses of the Portfolio.  As a "pass-through"  entity,  the Portfolio  therefore
does not pay any income dividends or capital gain distributions.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Dividend income is recognized on the ex-dividend  date or upon receipt of
ex-dividend  notification  in the case of certain foreign  securities.  Interest
income,  including level-yield  amortization of premium and discount, is accrued
daily.

2. FEES AND EXPENSES
The Trust,  on behalf of the Portfolio,  has an Investment  Management  Services
Agreement  with  AEFC to  manage  its  portfolio.  Under  this  agreement,  AEFC
determines which securities will be purchased,  held or sold. The management fee
is a  percentage  of the  Portfolio's  average  daily  net  assets  in  reducing
percentages  from 1.10% to 1.00%  annually.  The fee may be  adjusted  upward or
downward by a  performance  incentive  adjustment  based on a comparison  of the
performance  of  Class A  shares  of AXP  Emerging  Markets  Fund to the  Lipper
Emerging Markets Funds Index. The maximum adjustment is 0.12% of the Portfolio's
average daily net assets after deducting 1% from the performance difference.  If
the  performance  difference is less than 1%, the  adjustment  will be zero. The
adjustment increased the fee by $23,668 for the year ended Oct. 31, 2000.

Under the  agreement,  the Trust  also pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees,  audit and certain legal
fees,  fidelity bond premiums,  registration  fees for units,  office  expenses,
consultants'  fees,  compensation of trustees,  corporate filing fees,  expenses
incurred in  connection  with lending  securities of the Portfolio and any other
expenses properly payable by theTrust or Portfolio and approved by the board.

AEFC  has a  Sub-investment  Advisory  Agreement  with  American  Express  Asset
Management  International  Inc.  (International),  a wholly-owned  subsidiary of
AEFC.

During the year ended Oct. 31, 2000, the Portfolio's custodian fees were reduced
by $9,745 as a result of earnings  credits from  overnight  cash  balances.  The
Portfolio  also pays  custodian  fees to  American  Express  Trust  Company,  an
affiliate of AEFC.

According to a Placement Agency Agreement,  American Express Financial  Advisors
Inc. acts as placement agent of the Trust's units.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations)  aggregated  $602,975,882 and $648,426,666,  respectively,  for the
year ended Oct. 31, 2000. For the same period,  the portfolio  turnover rate was
143%. Realized gains and losses are determined on an identified cost basis.

4. LENDING OF PORTFOLIO SECURITIES

As of Oct. 31, 2000,  securities  valued at $1,038,850  were on loan to brokers.
For collateral,  the Portfolio received  $1,021,000 in cash and U.S.  government
securities  valued at  $124,609.  Income  from  securities  lending  amounted to
$331,726  for the year  ended  Oct.  31,  2000.  The risks to the  Portfolio  of
securities lending are that the borrower may not provide  additional  collateral
when required or return the securities when due.

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
Emerging Markets Portfolio
Oct. 31, 2000

(Percentages represent value of investments compared to net assets)

Common stocks (84.6%)(c)
Issuer                                                                                        Shares            Value(a)

Brazil (13.8%)
Banks and savings & loans (3.6%)
<S>                                                                                       <C>                  <C>
Banco Itau                                                                                111,468,700          $8,706,802
Uniao de Bancos Brasileiros GDR                                                               166,909           4,214,452
Total                                                                                                          12,921,254

Energy (1.9%)
Petroleo Brasileiro ADR                                                                       229,423           6,646,474

Miscellaneous (1.3%)
Tele Centro Oeste Celular Participacoes ADR                                                   465,800(f)        4,716,434

Utilities -- electric (2.5%)
Companhia Paranaense de Energia ADR                                                           983,100(b)        8,909,344

Utilities -- telephone (4.5%)
Embratel Participacoes ADR                                                                    340,700           5,515,081
Tele Norte Leste Participacoes ADR                                                            448,967           9,933,394
Total                                                                                                          15,448,475

Chile (2.1%)
Retail (0.8%)
Distribucion y Servicio D&S ADR                                                               149,049           2,664,251

Utilities -- electric (1.3%)
Enersis ADR                                                                                   278,917(b)        4,950,777

China (0.9%)
Energy
Shanghai Petrochemical ADR                                                                 30,090,000           3,047,929

Greece (2.5%)
Banks and savings & loans (1.3%)
Natl Bank of Greece                                                                           118,515           4,504,014

Utilities -- telephone (1.2%)
Hellenic Telecommunications Organization                                                      247,460           4,313,183

Hong Kong (7.9%)
Communications equipment & services (4.6%)
China Mobile (Hong Kong)                                                                    1,536,000(b)        9,896,527
China Unicom                                                                                3,298,000(b)        6,617,905
Total                                                                                                          16,514,432

Computers & office equipment (1.7%)
Legend Holdings                                                                             7,000,000           5,923,760

Financial services (1.6%)
Hong Kong Exchanges & Clearing                                                              3,268,000           5,698,709

Hungary (2.2%)
Banks and savings & loans
OTP Bank GDR                                                                                  168,826           7,757,555

India (7.1%)
Beverages & tobacco (2.5%)
ITC GDR                                                                                       537,000           8,734,061

Computers & office equipment (3.7%)
HCL Technologies                                                                              209,070           5,310,115
Infosys Technologies ADR                                                                       50,000           7,653,892
Total                                                                                                          12,964,007

Textiles & apparel (0.9%)
Reliance Inds GDR                                                                             254,300(d,f)      3,350,403

Israel (4.5%)
Communications equipment & services (1.0%)
NICE-Systems ADR                                                                               76,347(b)       $3,569,222

Electronics (2.4%)
Orbotech                                                                                      162,594(b)        8,607,320

Miscellaneous (1.1%)
Partner Communications ADR                                                                    653,271(b)        3,919,626

Malaysia (1.6%)
Electronics (0.6%)
Malaysian Pacific Inds Berhad                                                                 399,000           2,257,500

Leisure time & entertainment (1.0%)
Tanjong                                                                                     1,821,000           3,402,395

Mexico (13.5%)
Banks and savings & loans (1.2%)
Grupo Financiero Banamex Accival                                                            2,774,400(b)        4,307,777

Beverages & tobacco (2.9%)
Fomento Economico Mexicano ADR                                                                117,500           4,487,031
Grupo Modelo de CV                                                                          2,229,700           5,940,897
Total                                                                                                          10,427,928

Building materials & construction (1.3%)
Cemex de CV ADR                                                                               216,500           4,573,563

Financial services (2.5%)
Grupo Financiero Banamex Accival                                                           14,131,800(b)        8,741,472

Media (1.1%)
Grupo Televisa GDR                                                                             72,100(b)        3,902,413

Retail (0.2%)
Organizacion Soriana Cl B                                                                     215,300             674,886

Utilities -- telephone (4.3%)
Telefonos de Mexico ADR Cl L                                                                  279,700          15,086,319

Russia (3.1%)
Communications equipment & services (1.9%)
Mobile Telesystems ADR                                                                        251,256(b)        6,940,947

Energy (1.2%)
Lukoil Holding ADR                                                                             79,506           4,164,127

South Africa (6.1%)
Banks and savings & loans (2.4%)
African Bank Investments                                                                    3,398,700(b)        2,693,348
Standard Bank Investment                                                                    1,671,600           5,860,453
Total                                                                                                           8,553,801

Metals (1.2%)
Anglo American Platinum                                                                       115,800           4,335,587

Multi-industry conglomerates (1.0%)
Johnnies Industrial ADR                                                                       316,300           3,598,741

Retail (1.5%)
Profurn                                                                                    10,745,500           5,259,945

South Korea (5.5%)
Communications equipment & services (1.4%)
SK Telecom ADR                                                                                 23,850           5,084,505

Electronics (0.9%)
Samsung Electronics                                                                            26,460           3,314,769

Retail (0.8%)
LG Home Shopping                                                                               47,530           2,858,068

Utilities -- electric (1.3%)
Korea Electric Power                                                                          199,700           4,459,235

Utilities -- telephone (1.1%)
Korea Telecom                                                                                  64,000           3,769,670

Taiwan (6.1%)
Computers & office equipment (1.7%)
Synnex Technology Intl                                                                      2,849,300           5,987,219

Electronics (3.6%)
Hon Hai Precision Inds                                                                        310,380           1,620,909
Taiwan Semiconductor Mfg                                                                    2,183,827(b)        6,634,617
United Microelectronics                                                                     1,795,400(b)        3,162,381
Via Technologies                                                                              197,000(b)        1,412,317
Total                                                                                                          12,830,224

Retail (0.8%)
President Chain Store                                                                         957,000           2,730,137

Thailand (1.0%)
Media
BEC World Public                                                                              741,000           3,537,797

Turkey (5.2%)
Banks and savings & loans (2.5%)
Yapi Kredit Finance                                                                     1,026,278,598          $8,867,505

Furniture & appliances (1.2%)
Arcelik                                                                                   130,731,000           4,211,972

Media (1.5%)
Hurriyet Gazetecilik ve Matbaacilik                                                       440,658,700           5,291,763

United States (1.5%)
Computers & office equipment
Comverse Technology                                                                            46,955(b)        5,247,221

Total common stocks
(Cost: $326,784,930)                                                                                         $299,578,716

Short-term securities (13.9%)
Issuer                                                                   Annualized          Amount              Value(a)
                                                                        yield on date      payable at
                                                                         of purchase        maturity

U.S. government agencies (11.8%)
Federal Home Loan Bank Disc Nts
     11-29-00                                                                 6.43%          $600,000            $596,907
     12-06-00                                                                 6.43          1,000,000             993,440
     12-13-00                                                                 6.42         11,200,000          11,112,241
Federal Home Loan Mtge Corp Disc Nts
     12-19-00                                                                 6.44          2,200,000           2,180,880
     12-26-00                                                                 6.49          6,600,000           6,533,985
Federal Natl Mtge Assn Disc Nts
     12-07-00                                                                 6.43         14,300,000          14,202,006
     12-12-00                                                                 6.42          3,300,000           3,275,475
     12-28-00                                                                 6.46          3,000,000           2,967,675
Total                                                                                                          41,862,609

Commercial paper (2.1%)
Delaware Funding
     11-27-00                                                                 6.54          2,500,000(e)        2,487,794
     12-07-00                                                                 6.52            600,000(e)          595,938
Morgan Stanley, Dean Witter, Discover & Co
     12-12-00                                                                 6.52          1,100,000           1,091,569
Verizon Global Funding
     12-19-00                                                                 6.56            500,000             495,576
Verizon Network Funding
     12-04-00                                                                 6.52          2,700,000           2,683,476
Total                                                                                                           7,354,353

Total short-term securities
(Cost: $49,234,212)                                                                                           $49,216,962

Total investments in securities
(Cost: $376,019,142)(g)                                                                                      $348,795,678

See accompanying notes to investments in securities.

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

(b)  Non-income producing.

(c)  Foreign security values are stated in U.S. dollars.

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
     registration  under the Securities  Act of 1933, as amended.  This security
     has been determined to be liquid under guidelines established by the board.

(e)  Commercial  paper  sold  within  terms of a private  placement  memorandum,
     exempt from registration  under Section 4(2) of the Securities Act of 1933,
     as  amended,  and may be sold  only to  dealers  in that  program  or other
     "accredited  investors."  This  security has been  determined  to be liquid
     under guidelines established by the board.

(f)  Security  is  partially  or  fully on  loan.  See  Note 4 to the  financial
     statements.

(g)  At Oct. 31, 2000,  the cost of securities  for federal  income tax purposes
     was  $376,048,481  and the  aggregate  gross  unrealized  appreciation  and
     depreciation based on that cost was:

     Unrealized appreciation                                       $ 28,864,944
     Unrealized depreciation                                        (56,117,747)
     Net unrealized depreciation                                   $(27,252,803)

</TABLE>

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP GLOBAL SERIES, INC.

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities, of AXP Global Balanced Fund (a series
of the AXP Global Series, Inc.) as of October 31, 2000, the related statement of
operations for the year then ended,  the statements of changes in net assets for
each of the  years  in the  two-year  period  ended  October  31,  2000  and the
financial  highlights  for each of the  years  in the  three-year  period  ended
October 31, 2000 and for the period from  November  13, 1996,  (commencement  of
operations),  to October 31, 1997. 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 October 31, 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 Global Balanced Fund as of
October 31, 2000, and the results of its  operations,  changes in its net assets
and the  financial  highlights  for  each of the  periods  stated  in the  first
paragraph above, in conformity with accounting  principles generally accepted in
the United States of America.

/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Global Balanced Fund

Oct. 31, 2000

Assets
Investments in securities, at value (Note 1)
<S>                 <C>                                                                                      <C>
   (identified cost $186,228,394)                                                                            $184,734,862
Dividends and accrued interest receivable                                                                       1,474,878
Receivable for investment securities sold                                                                       6,106,381
Unrealized appreciation on foreign currency contracts held, at value (Notes 1 and 5)                               11,970
                                                                                                                   ------
Total assets                                                                                                  192,328,091
                                                                                                              ===========

Liabilities
Disbursement in excess of cash on demand deposit                                                                   39,301
Payable for investment securities purchased                                                                     4,119,487
Unrealized depreciation on foreign currency contracts held, at value (Notes 1 and 5)                                4,333
Accrued investment management services fee                                                                          4,044
Accrued distribution fee                                                                                            2,847
Accrued service fee                                                                                                     3
Accrued transfer agency fee                                                                                           990
Accrued administrative services fee                                                                                   307
Other accrued expenses                                                                                             73,845
                                                                                                                   ------
Total liabilities                                                                                               4,245,157
                                                                                                                ---------
Net assets applicable to outstanding capital stock                                                           $188,082,934
                                                                                                             ============

Represented by
Capital stock-- $.01 par value (Note 1)                                                                      $    301,281
Additional paid-in capital                                                                                    174,916,856
Undistributed net investment income                                                                                25,616
Accumulated net realized gain (loss)                                                                           14,382,921
Unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies (Note 5)                                 (1,543,740)
                                                                                                              ----------
Total-- representing net assets applicable to outstanding capital stock                                      $188,082,934
                                                                                                             ============
Net assets applicable to outstanding shares:                         Class A                                 $109,797,355
                                                                     Class B                                 $ 77,040,379
                                                                     Class C                                 $    128,140
                                                                     Class Y                                 $  1,117,060
Net asset value per share of outstanding capital stock:              Class A shares        17,516,431        $       6.27
                                                                     Class B shares        12,413,597        $       6.21
                                                                     Class C shares            20,623        $       6.21
                                                                     Class Y shares           177,437        $       6.30
                                                                                              -------        ------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Global Balanced Fund

Year ended Oct. 31, 2000

Investment income
Income:
<S>                                                                                                           <C>
Dividends                                                                                                     $ 1,208,283
Interest                                                                                                        3,802,776
   Less foreign taxes withheld                                                                                    (63,591)
                                                                                                                  -------
Total income                                                                                                    4,947,468
                                                                                                                ---------
Expenses (Note 2):
Investment management services fee                                                                              1,382,250
Distribution fee
   Class A                                                                                                        283,172
   Class B                                                                                                        785,900
   Class C                                                                                                            128
Transfer agency fee                                                                                               308,276
Incremental transfer agency fee
   Class A                                                                                                         20,775
   Class B                                                                                                         22,875
   Class C                                                                                                              9
Service fee-- Class Y                                                                                                 263
Administrative services fees and expenses                                                                         116,618
Compensation of board members                                                                                       7,365
Custodian fees                                                                                                     80,649
Printing and postage                                                                                               37,788
Registration fees                                                                                                  64,254
Audit fees                                                                                                         17,500
Other                                                                                                               1,419
                                                                                                                    -----
Total expenses                                                                                                  3,129,241
   Earnings credits on cash balances (Note 2)                                                                     (26,785)
                                                                                                                  -------
Total net expenses                                                                                              3,102,456
                                                                                                                ---------
Investment income (loss) -- net                                                                                 1,845,012
                                                                                                                ---------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions (Note 3)                                                                              12,691,199
   Foreign currency transactions                                                                                  (38,254)
                                                                                                                  -------
Net realized gain (loss) on investments                                                                        12,652,945
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies                                         (11,441,182)
                                                                                                              -----------
Net gain (loss) on investments and foreign currencies                                                           1,211,763
                                                                                                                ---------
Net increase (decrease) in net assets resulting from operations                                               $ 3,056,775
                                                                                                              ===========

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Statements of changes in net assets
AXP Global Balanced Fund

Year ended Oct. 31,                                                                           2000                1999

Operations and distributions
<S>                                                                                       <C>                 <C>
Investment income (loss)-- net                                                           $  1,845,012        $  1,572,774
Net realized gain (loss) on investments                                                    12,652,945          13,220,022
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies                     (11,441,182)          4,019,807
                                                                                          -----------           ---------
Net increase (decrease) in net assets resulting from operations                             3,056,775          18,812,603
                                                                                            ---------          ----------
Distributions to shareholders from:
   Net investment income
     Class A                                                                                 (460,788)           (973,744)
     Class B                                                                                 (188,858)           (249,587)
     Class Y                                                                                       (7)                (17)
   Net realized gain
     Class A                                                                               (7,922,899)           (240,294)
     Class B                                                                               (5,406,811)           (167,699)
     Class Y                                                                                     (108)                 (4)
                                                                                                 ----                  --
Total distributions                                                                       (13,979,471)         (1,631,345)
                                                                                          -----------          ----------

Capital share transactions (Note 4)
Proceeds from sales
   Class A shares (Note 2)                                                                 46,893,342          46,282,778
   Class B shares                                                                          23,477,082          26,427,578
   Class C shares                                                                             131,377                  --
   Class Y shares                                                                           1,774,227                  --
Reinvestment of distributions at net asset value
   Class A shares                                                                           7,831,573           1,128,600
   Class B shares                                                                           5,514,191             410,277
   Class Y shares                                                                                 115                  21
Payments for redemptions
   Class A shares                                                                         (38,753,765)        (21,271,472)
   Class B shares (Note 2)                                                                (14,908,490)         (9,950,199)
   Class Y shares                                                                            (606,853)                 --
Increase (decrease) in net assets from capital share transactions                          31,352,799          43,027,583
                                                                                           ----------          ----------
Total increase (decrease) in net assets                                                    20,430,103          60,208,841
Net assets at beginning of year                                                           167,652,831         107,443,990
Net assets at end of year                                                                $188,082,934        $167,652,831
                                                                                         ------------        ------------
                                                                                         ============        ============
Undistributed net investment income                                                      $     25,616        $    510,547
                                                                                         ------------        ------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>

Notes to Financial Statements
AXP Global Balanced Fund

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Global  Series,  Inc.  and is  registered  under the
Investment Company Act of 1940 (as amended) as a diversified open-end management
investment company.  The Fund invests primarily in equity and debt securities of
companies  throughout  the  world.  AXP  Global  Series,  Inc.  has  10  billion
authorized  shares of capital  stock that can be  allocated  among the  separate
series as designated by the board.

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 300 shares of
capital stock at $6.67 per share, which represented the initial capital in Class
C.

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 write options traded
on any  U.S.  or  foreign  exchange  or in  the  over-the-counter  market  where
completing the obligation  depends upon the credit  standing of the other party.
The Fund  also 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.

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 an
option is  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 traded on any U.S. or foreign  exchange.  The
Fund also may buy and write put and call  options  on these  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.

Foreign currency translations and foreign currency contracts
Securities and other assets and  liabilities  denominated in foreign  currencies
are translated daily into U.S. dollars.  Foreign currency amounts related to the
purchase or sale of  securities  and income and expenses are  translated  at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized  and  unrealized  security  gains or losses is  reflected as a
component of such gains or losses. In the statement of operations,  net realized
gains or losses from foreign currency transactions, if any, may arise from sales
of foreign currency, closed forward contracts, exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation   gains  or  losses  on  dividends,   interest  income  and  foreign
withholding taxes.

The  Fund may  enter  into  forward  foreign  currency  exchange  contracts  for
operational  purposes and to protect against adverse exchange rate  fluctuation.
The net U.S.  dollar  value  of  foreign  currency  underlying  all  contractual
commitments held by the Fund and the resulting  unrealized  appreciation  and/or
depreciation  are  determined  using  foreign  currency  exchange  rates from an
independent  pricing  service.  The Fund is subject to the credit  risk that the
other party will not complete its contract obligations.

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,  the  recognition of certain foreign  currency gains
(losses) as ordinary income (loss) for tax purposes,  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
$1,680,290  and  accumulated  net realized gain has been increased by $1,835,979
resulting in a net  reclassification  adjustment to decrease  paid-in capital by
$155,689.

Dividends to shareholders
Dividends from net investment  income,  declared and paid each calendar quarter,
when  available,  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.  Dividend income is recognized on the ex-dividend  date or upon receipt of
ex-dividend  notification  in the case of certain foreign  securities.  Interest
income,  including level-yield  amortization of premium and discount, is accrued
daily.

2. EXPENSES AND SALES CHARGES
The  Fund  has  agreements  with  AEFC  to  manage  its  portfolio  and  provide
administrative services. Under an Investment Management Services Agreement, AEFC
determines which securities will be purchased,  held or sold. The management fee
is a percentage of the Fund's  average daily net assets in reducing  percentages
from 0.79% to 0.67%  annually.  Beginning  Jan. 1, 2000, the fee may be adjusted
upward or downward by a performance  incentive  adjustment based on a comparison
of the  performance of Class A shares of AXP Global  Balanced Fund to the Lipper
Global  Flexible  Funds  Index.  The maximum  adjustment  is 0.12% of the Fund's
average daily net assets after deducting 1% from the performance difference.  If
the  performance  difference is less than 1%, the  adjustment  will be zero. The
adjustment decreased the fee by $135,620 for the year ended Oct. 31, 2000.

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 0.06% to 0.035% 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 $19.00
o Class B $20.00
o Class C $19.50
o Class Y $17.00

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.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$348,763  for Class A and $80,862 for Class B for the year ended Oct.  31, 2000.
The Fund  also  pays  custodian  fees to  American  Express  Trust  Company,  an
affiliate of AEFC.

During the year ended Oct. 31, 2000,  the Fund's  custodian and transfer  agency
fees were reduced by $26,785 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  $219,962,095 and $199,231,923,  respectively,  for the
year ended Oct.  31,  2000.  Realized  gains and  losses  are  determined  on an
identified cost basis.

4. CAPITAL SHARE TRANSACTIONS
Transactions  in  shares  of  capital  stock for the  periods  indicated  are as
follows:

                                            Year ended Oct. 31, 2000
                                   Class A      Class B   Class C*    Class Y
Sold                             7,069,430    3,551,107     20,623    267,763
Issued for
  reinvested distributions       1,178,972      832,844         --         17
Redeemed                        (5,846,341)  (2,266,065)        --    (90,554)
                                ----------   ----------               -------
Net increase (decrease)          2,402,061    2,117,886     20,623    177,226
                                 ---------    ---------     ------    -------

* Inception date was June 26, 2000

                                            Year ended Oct. 31, 1999
                                   Class A      Class B    Class C    Class Y
Sold                             7,301,407    4,184,530        N/A         --
Issued for
  reinvested distributions         179,232       65,566        N/A          3
Redeemed                        (3,333,319)  (1,571,092)       N/A         --
                                ----------   ----------                    --
Net increase (decrease)          4,147,320    2,679,004        N/A          3
                                 ---------    ---------                     -

<PAGE>
<TABLE>
<CAPTION>

5. FOREIGN CURRENCY CONTRACTS
As of Oct. 31,  2000,  the Fund has foreign  currency  exchange  contracts  that
obligate it to deliver  currencies  at specified  future dates.  The  unrealized
appreciation   and/or  depreciation  on  these  contracts  is  included  in  the
accompanying  financial  statements.  See  "Summary  of  significant  accounting
policies." The terms of the open contracts are as follows:

Exchange date          Currency to              Currency to          Unrealized        Unrealized
                      be delivered              be received         appreciation      depreciation
<S>  <C>                  <C>                         <C>             <C>                   <C>
Nov. 1, 2000              124,089                     86,893          $ 2,089            $   --
                      U.S. Dollar              British Pound
Nov. 2, 2000               44,875                     30,945               60                --
                      U.S. Dollar              British Pound
Nov. 3, 2000              430,124                    295,704               --               724
                      U.S. Dollar              British Pound
Nov. 3, 2000                5,010                      5,909               --                 2
                      U.S. Dollar     European Monetary Unit
Nov. 6, 2000              393,937                    271,194               --               135
                      U.S. Dollar              British Pound
Nov. 10, 2000             308,117                 33,215,000               --             3,472
                      U.S. Dollar               Japanese Yen
Nov. 13, 2000          22,400,000                    215,385            9,821                --
                     Japanese Yen                U.S. Dollar
Total                                                                 $11,970            $4,333
                                                                      -------            ------

6. BANK BORROWINGS
The Fund has a revolving credit agreement with U.S. Bank, N.A., whereby the Fund
is permitted to have bank borrowings for temporary or emergency purposes to fund
shareholder redemptions. The Fund must have asset coverage for borrowings not to
exceed the  aggregate  of 333% of advances  equal to or less than five  business
days plus 367% of advances over five business days. The agreement, which enables
the Fund to  participate  with other  American  Express  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 Oct. 31,
2000.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

7. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                       Class A

                                                              2000              1999             1998            1997(b)

<S>                                                          <C>               <C>              <C>               <C>
Net asset value, beginning of period                         $6.61             $5.79            $5.33             $5.00

Income from investment operations:

Net investment income (loss)                                   .08               .09              .10               .09

Net gains (losses) (both realized and unrealized)              .12               .82              .48               .31

Total from investment operations                               .20               .91              .58               .40

Less distributions:

Dividends from net investment income                          (.03)             (.07)            (.11)             (.07)

Distributions from realized gains                             (.51)             (.02)            (.01)               --

Total distributions                                           (.54)             (.09)            (.12)             (.07)

Net asset value, end of period                               $6.27             $6.61            $5.79             $5.33

Ratios/supplemental data

Net assets, end of period (in millions)                       $110              $100              $63               $31

Ratio of expenses to average daily net assets(c)             1.31%             1.40%            1.49%(d)          1.45%(d,e)

Ratio of net investment income (loss)
to average daily net assets                                  1.26%             1.43%            1.86%             2.18%(e)

Portfolio turnover rate
(excluding short-term securities)                             110%               99%              74%               44%

Total return(f)                                              2.62%            15.53%           11.01%             8.10%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Nov. 13, 1996 (commencement of operations) to Oct. 31,
    1997.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings  credits on cash  balances.
(d) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses  would have been 1.53% and 2.29% for the periods
    ended 1998 and 1997, respectively.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,
Per share income and capital changes(a)

                                                                                       Class B

                                                              2000              1999             1998            1997(b)

<S>                                                          <C>               <C>              <C>               <C>
Net asset value, beginning of period                         $6.58             $5.77            $5.31             $5.00

Income from investment operations:

Net investment income (loss)                                   .04               .03              .06               .06

Net gains (losses) (both realized and unrealized)              .12               .83              .48               .30

Total from investment operations                               .16               .86              .54               .36

Less distributions:

Dividends from net investment income                          (.02)             (.03)            (.07)             (.05)

Distributions from realized gains                             (.51)             (.02)            (.01)               --

Total distributions                                           (.53)             (.05)            (.08)             (.05)

Net asset value, end of period                               $6.21             $6.58            $5.77             $5.31

Ratios/supplemental data

Net assets, end of period (in millions)                        $77               $68              $44               $19

Ratio of expenses to average daily net assets(c)             2.07%             2.16%            2.25%(d)          2.22%(d,e)

Ratio of net investment income (loss)
to average daily net assets                                   .51%              .66%            1.10%             1.41%(e)

Portfolio turnover rate
(excluding short-term securities)                             110%               99%              74%               44%

Total return(f)                                              1.95%            14.89%           10.18%             7.31%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Nov. 13, 1996 (commencement of operations) to Oct. 31,
    1997.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings  credits on cash  balances.
(d) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses  would have been 2.29% and 2.96% for the periods
    ended 1998 and 1997, respectively.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>

Fiscal period ended Oct. 31,
Per share income and capital changes(a)

                                                           Class C

                                                            2000(b)

Net asset value, beginning of period                         $6.58

Income from investment operations:

Net investment income (loss)                                   .01

Net gains (losses) (both realized and unrealized)             (.38)

Total from investment operations                              (.37)

Net asset value, end of period                               $6.21

Ratios/supplemental data

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

Ratio of expenses to average daily net assets(c)             2.07%(d)

Ratio of net investment income (loss)
to average daily net assets                                   .47%(d)

Portfolio turnover rate
(excluding short-term securities)                             110%

Total return(e)                                             (5.62%)

(a) For a share outstanding  throughout the period. Rounded to the nearest cent.
(b) Inception date was June 26, 2000.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(d) Adjusted to an annual basis.
(e) Total return does not reflect payment of a sales charge.

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,
Per share income and capital changes(a)
                                                                                       Class Y

                                                              2000              1999             1998            1997(b)

<S>                                                          <C>               <C>              <C>               <C>
Net asset value, beginning of period                         $6.62             $5.79            $5.33             $5.00

Income from investment operations:

Net investment income (loss)                                   .10               .09              .12               .10

Net gains (losses) (both realized and unrealized)              .13               .84              .47               .31

Total from investment operations                               .23               .93              .59               .41

Less distributions:

Dividends from net investment income                          (.04)             (.08)            (.12)             (.08)

Distributions from realized gains                             (.51)             (.02)            (.01)               --

Total distributions                                           (.55)             (.10)            (.13)             (.08)

Net asset value, end of period                               $6.30             $6.62            $5.79             $5.33

Ratios/supplemental data

Net assets, end of period (in millions)                         $1               $--              $--               $--

Ratio of expenses to average daily net assets(c)             1.20%             1.15%            1.42%(d)          1.30%(d,e)

Ratio of net investment income (loss)
to average daily net assets                                  1.51%             1.65%            2.02%             2.46%(e)

Portfolio turnover rate
(excluding short-term securities)                             110%               99%              74%               44%

Total return(f)                                              2.99%            15.76%           11.17%             8.24%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Nov. 13, 1996  (commencement  of operations) to Oct. 31,
    1997.
(c) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings  credits on cash  balances.
(d) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses  would have been 1.46% and 2.14% for the periods
    ended 1998 and 1997, respectively.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
AXP Global Balanced Fund
Oct. 31, 2000

(Percentages represent value of investments compared to net assets)

Common stocks (65.2%)(c)
Issuer                                                                           Shares          Value(a)

Australia (1.1%)
Banks and savings & loans (0.4%)
<S>                                                                              <C>             <C>
Commonwealth Bank of Australia                                                   46,000          $684,342

Energy (0.1%)
Santos                                                                           68,500           217,950

Insurance (0.6%)
AMP                                                                             122,000         1,099,403

Chile (--%)
Utilities -- telephone
Compania de Telecomunicaciones de Chile ADR                                         127             1,937

Finland (0.8%)
Miscellaneous
Vivendi                                                                          20,330         1,459,526

France (3.6%)
Banks and savings & loans (0.4%)
BNP Paribas                                                                       7,828           674,117

Communications equipment & services (0.7%)
Alcatel                                                                          22,377         1,363,709

Computers & office equipment (0.5%)
Cap Gemini                                                                        5,512           878,613

Energy (0.9%)
Total Fina ELF                                                                   12,809         1,830,474

Household products (0.8%)
Aventis                                                                          19,733         1,421,683

Utilities-- telephone (0.3%)
France Telecom                                                                    6,159           643,149

Germany (1.7%)
Banks and savings & loans (1.0%)
Deutsche Bank                                                                    24,890         2,035,838

Computers & office equipment (0.4%)
SAP                                                                               3,276           663,640

Utilities -- electric (0.3%)
E.On                                                                             11,522           584,290

Hong Kong (0.8%)
Communications equipment & services
China Mobile (Hong Kong)                                                        221,000(b)      1,423,914

Italy (1.9%)
Banks and savings & loans (0.9%)
San Paolo - IMI                                                                 103,366         1,673,408

Insurance (0.4%)
Assicurazioni Generali                                                           21,327           700,475

Utilities -- telephone (0.6%)
Telecom Italia Mobile                                                           130,383         1,107,336

Japan (9.5%)
Automotive & related (0.5%)
Toyota Motor                                                                     22,000           878,469

Building materials & construction (0.3%)
Daikin Inds                                                                      31,000           599,048

Chemicals (0.5%)
Asahi Chemical Inds                                                             156,000           965,803

Computers & office equipment (1.0%)
Canon                                                                            16,000           634,490
Fujitsu                                                                          35,000           623,134
Hitachi Software Engineering                                                      4,900           529,536
Total                                                                                           1,787,160

Electronics (2.4%)
Hitachi                                                                          78,000           835,791
Pioneer                                                                          46,000         1,423,939
Rohm                                                                              4,800         1,209,342
Yaskawa Electric                                                                 53,000           529,078
Yokogawa Electric                                                                65,000           509,570
Total                                                                                           4,507,720

Furniture & appliances (0.4%)
Matsushita Electric Industrial                                                   25,000           725,799

Health care (0.5%)
Chugai Pharmaceutical                                                            60,000         1,017,676

Industrial equipment & services (0.2%)
Komatsu                                                                         104,000           460,995

Media (0.6%)
Sony                                                                             13,000         1,038,190

Miscellaneous (0.3%)
Lawson                                                                            5,500           189,395
Oriental Land                                                                     7,000           423,115
Total                                                                                             612,510

Multi-industry conglomerates (0.7%)
Mitsubishi Materials                                                            422,000         1,240,608

Retail (0.2%)
Ryohin Keikaku                                                                    8,100           410,972

Utilities -- telephone (1.9%)
Nippon Comsys                                                                    52,000         1,000,092
Nippon Telegraph & Telephone                                                        178         1,618,775
Nippon Television Network                                                            77            43,369
NTT DoCoMo                                                                           36           886,894
Total                                                                                           3,549,130

Netherlands (2.5%)
Banks and savings & loans (0.4%)
ABN AMRO Holding                                                                 32,821           759,461

Insurance (1.7%)
Fortis                                                                           43,271         1,320,354
ING Groep                                                                        29,160         2,000,019
Total                                                                                           3,320,373

Miscellaneous (0.4%)
VNU                                                                              14,164           666,300

Singapore (0.8%)
Building materials & construction
Singapore Technologies Engineering                                              991,000         1,597,567

Sweden (0.8%)
Communications equipment & services
Ericsson (LM) Cl B                                                              115,345         1,531,026

Switzerland (0.4%)
Banks and savings & loans
Credit Suisse Group                                                               1,788           335,107
UBS                                                                               2,507           347,168
Total                                                                                             682,275

United Kingdom (10.9%)
Aerospace & defense (0.4%)
BAE Systems                                                                     136,940           778,500

Communications equipment & services (1.3%)
Marconi                                                                         191,569         2,420,142

Computers & office equipment (0.3%)
SEMA Group                                                                       41,259           521,236

Health care (2.0%)
Glaxo Wellcome ADR                                                               59,618         1,717,574
SmithKline Beecham                                                              159,996         2,067,738
Total                                                                                           3,785,312

Industrial equipment & services (0.6%)
Hays PLC                                                                        200,706         1,096,562

Insurance (0.5%)
Prudential                                                                       73,980           995,842

Leisure time & entertainment (0.9%)
EMI Group ADR                                                                   225,231         1,687,618

Miscellaneous (0.6%)
CMG PLC                                                                          38,907           642,458
Lattice Group                                                                   200,044(b)        427,011
Total                                                                                           1,069,469

Retail (1.9%)
Next                                                                             60,297           600,205
Tesco                                                                           764,605         2,917,267
Total                                                                                           3,517,472

Utilities -- gas (0.4%)
BG Group                                                                        200,044           801,735

Utilities-- telephone (2.0%)
British Telecommunications                                                       76,947           902,816
COLT Telecom Group                                                               14,830(b)        473,762
Vodafone Group                                                                  636,465         2,650,174
Total                                                                                           4,026,752

United States (30.3%)
Communications equipment & services (1.8%)
Corning                                                                          15,834         1,211,302
Motorola                                                                         39,500           985,031
QUALCOMM                                                                         17,380(b)      1,131,601
Total                                                                                           3,327,934

Computer software & services (3.0%)
Microsoft                                                                        44,640(b)      3,074,580
Veritas Software                                                                 18,700(b)      2,636,992
Total                                                                                           5,711,572

Computers & office equipment (5.8%)
America Online                                                                   34,650(b)      1,747,400
Cisco Systems                                                                    34,902(b)      1,880,345
Computer Sciences                                                                34,880(b)      2,197,440
EMC                                                                              34,010(b)      3,029,016
Sun Microsystems                                                                 20,010(b)      2,218,609
Total                                                                                          11,072,810

Electronics (0.8%)
Intel                                                                            33,880         1,524,600

Energy (2.9%)
Exxon Mobil                                                                      40,000         3,567,500
Southern Energy                                                                  71,612(b)      1,951,427
Total                                                                                           5,518,927

Financial services (5.6%)
Citigroup                                                                        80,063         4,213,315
Fannie Mae                                                                       37,060         2,853,620
Merrill Lynch                                                                    48,650         3,405,500
Total                                                                        10,472,435

Health care (3.3%)
Pfizer                                                                           70,770         3,056,379
Pharmacia                                                                        19,820         1,090,100
Schering-Plough                                                                  40,084         2,071,842
Total                                                                                           6,218,321

Insurance (1.5%)
American Intl Group                                                              28,860         2,828,329

Media (1.2%)
Clear Channel Communications                                                     21,500(b)      1,291,344
Interpublic Group of Companies                                                   22,371           959,213
Total                                                                                           2,250,557

Multi-industry conglomerates (2.3%)
General Electric                                                                 78,210         4,286,886

Retail (0.7%)
Wal-Mart Stores                                                                  27,720         1,257,795

Utilities -- telephone (1.4%)
SBC Communications                                                               45,790         2,641,511

Total common stocks
(Cost: $119,436,751)                                                                         $122,627,203

Bonds (30.0%)(c)
Issuer                                                           Coupon        Principal         Value(a)
                                                                  rate          amount
Australia (0.2%)
New South Wales Treasury
   (Australian Dollar)
     03-01-08                                                     8.00%         200,000          $112,664
Queensland Treasury
   (Australian Dollar) Local Govt Guaranty
     05-14-03                                                     8.00          565,000           300,738
Total                                                                                             413,402

Austria (1.2%)
Oesterreich Kontrollbank
   (Japanese Yen)
     03-22-10                                                     1.80      242,000,000         2,213,833

Canada (1.2%)
Govt of Canada
   (Canadian Dollar)
     02-01-06                                                     7.00        1,250,000           863,698
Laidlaw
   (U.S. Dollar)
     05-15-06                                                     7.65          250,000            70,000
Province of British Columbia
   (Canadian Dollar)
     12-01-06                                                     5.25          500,000           312,971
Province of Manitoba
   (U.S. Dollar) Series CK
     12-15-00                                                     9.00          750,000           751,604
Rogers Communication
   (Canadian Dollar) Sr Nts
     07-15-07                                                     8.75          300,000           196,425
Total                                                                                           2,194,698

Cayman Islands (0.3%)
PDVSA Finance
   (U.S. Dollar) Sr Nts
     02-15-10                                                     9.75          500,000           494,690

China (--%)
Greater Beijing First Expressways
   (U.S. Dollar) Sr Nts
     06-15-07                                                     9.50          170,000            58,225

Denmark (--%)
Govt of Denmark
   (Danish Krone)
     05-15-03                                                     8.00          600,000            72,175

France (0.8%)
Govt of France
   (European Monetary Unit)
     04-25-10                                                     5.50        1,800,000         1,540,671

Germany (6.4%)
Allgemeine Hypo Bank
   (European Monetary Unit)
     09-02-09                                                     5.00          850,000           679,556
Bundesschatzanweisungen
   (European Monetary Unit)
     12-14-01                                                     4.00        3,215,000         2,691,009
     03-15-02                                                     4.50        1,550,000         1,302,408
Federal Republic of Germany
   (European Monetary Unit)
     11-11-04                                                     7.50          700,000           642,867
     01-05-06                                                     6.00          600,000           526,549
     01-04-08                                                     5.25        1,285,000         1,089,384
     07-04-08                                                     4.75          725,000           595,573
     01-04-10                                                     5.38          650,000           557,207
     07-04-10                                                     5.25          250,000           212,309
     06-20-16                                                     6.00          434,598           393,619
     07-04-27                                                     6.50        1,475,000         1,384,566
     01-04-30                                                     6.25        1,200,000         1,112,390
Treuhandanstalt
   (European Monetary Unit)
     01-29-03                                                     7.13        1,022,584           901,431
Total                                                                                          12,088,868

Italy (1.5%)
Buoni Poliennali Del Tes
   (European Monetary Unit)
     01-01-04                                                     8.50          800,000           738,996
     07-01-05                                                     4.75        1,230,000         1,017,214
     11-01-29                                                     5.25        1,400,000         1,069,147
Total                                                                                           2,825,357

Japan (1.6%)
Development Bank of Japan
   (Japanese Yen)
     09-20-01                                                     6.50      305,000,000         2,942,129

Mexico (0.2%)
Bancomext Trust
   (U.S. Dollar)
     05-30-06                                                    11.25          150,000(d)        163,500
United Mexican States
   (British Pound) Medium-term Nts Series E
     05-30-02                                                     8.75          125,000           183,148
Total                                                                                             346,648

Norway (0.7%)
Govt of Norway
   (Norwegian Krone)
     11-30-04                                                     5.75        7,200,000           749,547
     05-15-09                                                     5.50        5,000,000           507,500
Total                                                                                           1,257,047

Singapore (0.4%)
PSA
   (U.S. Dollar)
     08-01-05                                                     7.13          700,000(d)        707,581

South Korea (0.1%)
Hyundai Semiconductor
   (U.S. Dollar) Sr Nts
     05-15-07                                                     8.63          200,000(d)        160,438

Spain (0.5%)
Govt of Spain
   (European Monetary Unit)
     05-30-04                                                     8.00          700,000           642,786
     04-30-06                                                     8.80          322,744           316,147
Total                                                                                             958,933

Sweden (0.1%)
Paulson Enterprenad
   (Swedish Krona)
     12-15-00                                                     4.75        1,000,000            99,688

United Kingdom (2.3%)
United Kingdom Treasury
   (British Pound)
     11-06-01                                                     7.00        1,515,000         2,225,328
     06-07-02                                                     7.00          415,000           613,770
     06-10-03                                                     8.00          940,000         1,438,396
Total                                                                                           4,277,494

United States (12.5%)
California Infrastructure-Pacific Gas & Electric
   (U.S. Dollar)
     06-25-03                                                     6.16          236,328           235,853
Citicorp
   (European Monetary Unit)
     09-19-09                                                     6.25        1,000,000           426,115
DTE Burns Harbor LLC
   (U.S. Dollar) Sr Nts
     01-30-03                                                     6.57          113,240(d)        110,188
Federal Natl Mtge Assn
   (U.S. Dollar)
     04-15-03                                                     5.75          500,000           492,284
     08-15-04                                                     6.50        1,375,000         1,373,499
     02-15-05                                                     7.13        2,000,000         2,042,705
     02-15-08                                                     5.75          900,000           856,170
     01-15-10                                                     7.25        1,500,000         1,554,329
     07-01-13                                                     6.00          636,525           613,465
     05-01-14                                                     6.50          910,260           892,570
     03-01-27                                                     7.50          132,558           132,640
Ford Motor Credit
   (Japanese Yen)
     02-07-05                                                     1.20       61,000,000           557,696
Intl Paper
   (European Monetary Unit)
     08-11-06                                                     5.38          560,000           447,474
Morgan (JP)
   (U.S. Dollar) Sr Sub Medium-term Nts Series A
     02-15-12                                                     8.08          100,000(e)         87,560
Phillips Petroleum
   (U.S. Dollar)
     03-15-28                                                     7.13          200,000           171,257
U.S. Treasury
   (U.S. Dollar)
     02-28-01                                                     5.63          900,000           897,471
     02-28-03                                                     5.50          650,000           643,903
     11-15-04                                                     5.88        5,000,000         5,004,699
     02-15-16                                                     9.25        2,000,000         2,643,440
     11-15-16                                                     7.50        3,460,000         3,986,023
 TIPS
     01-15-07                                                     3.38          200,000(f)        212,278
USX
   (U.S. Dollar)
     03-01-08                                                     6.85          200,000           194,014
Zurich Capital Trust
   (U.S. Dollar) Company Guaranty
     06-01-37                                                     8.38          125,000(d)        118,366
Total                                                                                          23,693,999

Total bonds
(Cost: $61,028,808)                                                                           $56,345,876

Short-term securities (3.1%)
Issuer                                                         Annualized       Amount           Value(a)
                                                             yield on date    payable at
                                                              of purchase      maturity
U.S. government agencies
Federal Home Loan Bank Disc Nt
     11-24-00                                                     6.48%        $500,000          $497,850
Federal Home Loan Mtge Disc Nt
     12-01-00                                                     6.40        2,600,000         2,585,760
Federal Natl Mtge Assn Disc Nts
     11-16-00                                                     6.42          200,000           199,406
     12-18-00                                                     6.42        2,500,000         2,478,767

Total short-term securities
(Cost: $5,762,835)                                                                             $5,761,783

Total investments in securities
(Cost: $186,228,394)(g)                                                                      $184,734,862

See accompanying notes to investments in securities.

</TABLE>

<PAGE>

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

(b)  Non-income producing.

(c)  Foreign  security values are stated in U.S.  dollars.  For debt securities,
     principal amounts are denominated in the currency indicated.

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
     registration  under the Securities  Act of 1933, as amended.  This security
     has been determined to be liquid under guidelines established by the board.

(e)  Interest rate varies either based on a predetermined schedule or to reflect
     current  market  conditions;  rate shown is the effective  rate on Oct. 31,
     2000.

(f)  U.S.  Treasury  inflation-protection  securities  (TIPS) are  securities in
     which the principal  amount is adjusted for  inflation  and the  semiannual
     interest  payments  equal  a  fixed  percentage  of the  inflation-adjusted
     principal amount.

(g)  At Oct. 31, 2000,  the cost of securities  for federal  income tax purposes
     was  $186,996,985  and the  aggregate  gross  unrealized  appreciation  and
     depreciation based on that cost was:

     Unrealized appreciation                                       $  9,856,710
     Unrealized depreciation                                        (12,118,833)
                                                                    -----------
     Net unrealized depreciation                                   $ (2,262,123)
                                                                   ------------


<PAGE>


Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP GLOBAL SERIES, INC.
We have  audited the  accompanying  statement of assets and  liabilities  of AXP
Global Bond Fund (a series of AXP Global  Series,  Inc.) as of October 31, 2000,
the related  statement of operations for the year then ended,  the statements of
changes in net assets for each of the years in the two-year period ended October
31, 2000,  and the financial  highlights  for each of the years in the five-year
period ended  October 31, 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.  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 Global Bond Fund as of
October 31, 2000, and the results of its  operations,  changes in its net assets
and the  financial  highlights  for  each of the  periods  stated  in the  first
paragraph above, in conformity with accounting  principles generally accepted in
the United States of America.

/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000


<PAGE>


Financial Statements

Statement of assets and liabilities
AXP Global Bond Fund

Oct. 31, 2000

Assets
Investment in World Income Portfolio (Note 1)                $544,405,161
                                           -                 ------------

Liabilities
Dividends payable to shareholders                                 359,435
Accrued distribution fee                                            6,906
Accrued transfer agency fee                                         2,991
Accrued administrative services fee                                   847
Other accrued expenses                                             52,698
                                                                   ------
Total liabilities                                                 422,877
                                                                  -------
Net assets applicable to outstanding capital stock           $543,982,284
                                                             ============

Represented by
Capital stock-- $.01 par value (Note 1)                      $  1,009,209
Additional paid-in capital                                    632,174,163
Undistributed net investment income                             1,179,408
Accumulated net realized gain (loss) (Note 5)                  (6,920,325)
Unrealized appreciation (depreciation)
   on investments and on translation of assets
   and liabilities in foreign currencies                      (83,460,171)
                                                              -----------
Total -- representing net assets applicable
   to outstanding capital stock                              $543,982,284
                                                             ============
Net assets applicable to
   outstanding shares:     Class A                           $389,259,271
                           Class B                           $154,524,077
                           Class C                           $    182,437
                           Class Y                           $     16,499
Net asset value per share
   of outstanding
   capital stock:          Class A shares   72,154,557       $       5.39
                           Class B shares   28,729,366       $       5.38
                           Class C shares       33,913       $       5.38
                           Class Y shares        3,055       $       5.40
                                                 -----       ------------

See accompanying notes to financial statements.


<PAGE>


Statement of operations

AXP Global Bond Fund
Year ended Oct. 31, 2000

Investment income
Income:
Dividends                                                    $    194,097
Interest                                                       46,066,101
                                                               ----------
Total income                                                   46,260,198
                                                               ----------
Expenses (Note 2):
Expenses allocated from World Income Portfolio                  5,339,797
Distribution fee
   Class A                                                      1,214,282
   Class B                                                      1,938,030
   Class C                                                            274
Transfer agency fee                                             1,150,347
Incremental transfer agency fee
   Class A                                                         90,703
   Class B                                                         61,122
   Class C                                                             13
Service fee-- Class Y                                                   6
Administrative services fees and expenses                         378,883
Compensation of board members                                       7,365
Printing and postage                                               84,262
Registration fees                                                  83,819
Audit fees                                                          8,000
Other                                                               7,283
                                                                    -----
Total expenses                                                 10,364,186
   Earnings credits on cash balances (Note 2)                     (57,843)
                                           -                      -------
Total net expenses                                             10,306,343
                                                               ----------
Investment income (loss)-- net                                 35,953,855
                                                               ----------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions                                      (21,926,914)
   Foreign currency transactions                                 (315,986)
   Futures contracts                                             (255,166)
   Options contracts written                                      924,112
                                                                  -------
Net realized gain (loss) on investments                       (21,573,954)
Net change in unrealized appreciation
   (depreciation) on investments and on translation of assets
   and liabilities in foreign currencies                      (50,725,089)
                                                              -----------
Net gain (loss) on investments and foreign currencies         (72,299,043)
                                                              -----------
Net increase (decrease) in net assets
   resulting from operations                                 $(36,345,188)
                                                             ============

See accompanying notes to financial statements.


<PAGE>


Statements of changes in net assets

AXP Global Bond Fund
Year ended Oct. 31,                            2000                1999

Operations and distributions
Investment income (loss)-- net           $  35,953,855      $  48,951,869
Net realized gain (loss) on investments    (21,573,954)        (4,139,082)
Net change in unrealized appreciation
   (depreciation) on investments
   and on translation of assets and
   liabilities in foreign currencies       (50,725,089)       (50,584,752)
                                           -----------        -----------
Net increase (decrease) in net assets
   resulting from operations               (36,345,188)        (5,771,965)
                                           -----------         ----------
Distributions to shareholders from:
   Net investment income
     Class A                               (17,281,200)       (29,946,339)
     Class B                                (5,940,644)        (9,380,167)
     Class Y                                      (182)              (238)
   Net realized gain
     Class A                                        --         (1,512,779)
     Class B                                        --           (559,859)
     Class Y                                        --                (11)
                                                                      ---
Total distributions                        (23,222,026)       (41,399,393)
                                           -----------        -----------

Capital share transactions (Note 3)
Proceeds from sales
   Class A shares (Notes 2 and 6)           69,296,414        102,506,438
   Class B shares                           30,557,395         58,324,003
   Class C shares                              187,591                 --
   Class Y shares                               11,600                  2
Reinvestment of distributions at net asset value
   Class A shares                           14,146,128         24,745,015
   Class B shares                            5,709,236          9,214,165
   Class Y shares                                  176                249
Payments for redemptions
   Class A shares                         (249,932,402)      (218,742,945)
   Class B shares (Note 2)                 (99,525,584)       (82,378,224)
   Class C shares (Note 2)                      (1,500)                --
                        -                       ------
Increase (decrease) in net assets
   from capital share transactions        (229,550,946)      (106,331,297)
                                          ------------       ------------
Total increase (decrease) in net assets   (289,118,160)      (153,502,655)
Net assets at beginning of year            833,100,444        986,603,099
                                           -----------        -----------
Net assets at end of year                $ 543,982,284      $ 833,100,444
                                         =============      =============
Undistributed net investment income      $   1,179,408      $   4,062,417
                                         -------------      -------------

See accompanying notes to financial statements.


<PAGE>


Notes to Financial Statements
AXP Global Bond Fund
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Global  Series,  Inc.  and is  registered  under the
Investment  Company  Act of 1940  (as  amended)  as a  non-diversified  open-end
management investment company. AXP Global Series, Inc. has 10 billion authorized
shares of  capital  stock that can be  allocated  among the  separate  series as
designated by the board.

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 360 shares of
capital stock at $5.55 per share, which represented the initial capital in Class
C.

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.

Investment in World Income Portfolio
The  Fund  invests  all of  its  assets  in  the  World  Income  Portfolio  (the
Portfolio), a series of World Trust, an open-end investment company that has the
same  objectives as the Fund. The Portfolio seeks to provide  shareholders  with
high total return through income and growth of capital by investing primarily in
debt securities of U.S. and foreign issuers.

The Fund  records  daily  its  share of the  Portfolio's  income,  expenses  and
realized  and  unrealized  gains and losses.  The  financial  statements  of the
Portfolio  are  included  elsewhere  in  this  report  and  should  be  read  in
conjunction with the Fund's financial statements.

The Fund records its  investment  in the Portfolio at the value that is equal to
the Fund's  proportionate  ownership interest in the Portfolio's net assets. The
percentage  of the  Portfolio  owned by the Fund as of Oct. 31, 2000 was 99.98%.
Valuation  of  securities  held by the  Portfolio  is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

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.

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 the  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,  the  recognition of certain foreign  currency gains
(losses) as ordinary income (loss) for tax purposes,  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
$15,600,717 and accumulated net realized loss has been decreased by $15,600,717.

Dividends to shareholders
Dividends  from net  investment  income,  declared  daily and paid each calendar
quarter, when available,  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.

2. EXPENSES AND SALES CHARGES
In addition to the expenses  allocated from the Portfolio,  the Fund accrues its
own expenses as follows:

The Fund has an agreement with AEFC to provide administrative services. 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  0.06% to 0.04%  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 C $20.00

o  Class B $20.50          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 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.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$553,413 for Class A and $240,969 for Class B for the year ended Oct. 31, 2000.

During the year ended Oct.  31,  2000,  the  Fund's  transfer  agency  fees were
reduced by $57,843 as a result of earnings credits from overnight cash balances.

3. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:

                                         Year ended Oct. 31, 2000
                             Class A        Class B       Class C*     Class Y
Sold                        12,401,507    5,455,930       34,187        2,128
Issued for
   reinvested distributions  2,496,141    1,007,920            --           31
Redeemed                   (44,671,707) (17,812,973)        (274)           --
                           -----------  -----------         ----
Net increase (decrease)    (29,774,059) (11,349,123)      33,913        2,159
                           -----------  -----------       ------        -----

* Inception date was June 26, 2000.

                                         Year ended Oct. 31, 1999
                              Class A       Class B        Class C      Class Y
Sold                        16,985,673    9,664,557          N/A            1
Issued for
   reinvested distributions  4,106,641    1,529,837          N/A           41
Redeemed                   (36,480,185) (13,764,830)         N/A           --
                           -----------  -----------
Net increase (decrease)    (15,387,871)  (2,570,436)         N/A           42
                           -----------   ----------                        --

4. 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 Oct. 31,
2000.

5. CAPITAL LOSS CARRY-OVER
For federal  income tax  purposes,  the Fund had a capital  loss  carry-over  of
$6,770,878 as of Oct. 31, 2000,  that will expire in 2007 and 2008 if not offset
by capital gains.  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.



<PAGE>


6. FUND MERGER
As of close of business on July 14,  2000,  AXP Global  Bond Fund  acquired  the
assets and assumed the identified liabilities of Strategist World Income Fund.

The  aggregate  net  assets of AXP  Global  Bond  Fund  immediately  before  the
acquisition was $621,976,856.

The  merger  was  accomplished  by a  tax-free  exchange  of  110,412  shares of
Strategist World Income Fund valued at $614,512.

In exchange  for the  Strategist  World  Income Fund shares and net assets,  AXP
Global Bond Fund issued the following number of shares:

                                                      Shares       Net assets
Class A                                              111,010         $614,512

Strategist  World  Income  Fund's net assets at that date  consisted  of capital
stock of $661,596 and unrealized depreciation of $47,084.



<PAGE>


7.  FINANCIAL  HIGHLIGHTS  The tables  below show  certain  important  financial
information for evaluating the Fund's results. Fiscal period ended Oct. 31,

Per share income and capital changesa
                                                    Class A
                                  2000      1999      1998     1997      1996

Net asset value,
   beginning of period           $5.87     $6.17     $6.26    $6.28     $6.11

Income from investment operations:

Net investment income (loss)       .34       .33       .39      .35       .38

Net gains (losses)
   (both realized and unrealized) (.63)     (.36)     (.05)    (.05)      .18

Total from investment operations  (.29)     (.03)      .34      .30       .56

Less distributions:

Dividends from net
   investment income              (.19)     (.26)     (.29)    (.28)     (.39)

Distributions from
   realized gains                   --      (.01)     (.14)    (.04)       --

Total distributions               (.19)     (.27)     (.43)    (.32)     (.39)

Net asset value, end of period   $5.39     $5.87     $6.17    $6.26     $6.28

Ratios/supplemental data

Net assets, end of
   period (in millions)           $389      $598      $724     $748      $689

Ratio of expenses to
   average daily net assetsb     1.30%     1.22%     1.16%    1.16%     1.20%

Ratio of net investment income
   (loss) to average daily
   net assets                    5.49%     5.49%     5.86%    5.74%     5.72%

Portfolio turnover rate (excluding
   short-term securities)48%       48%       27%      55%       49%

Total returnc                   (5.16%)    (.35%)    5.52%    4.91%     8.96%

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>


Fiscal period ended Oct. 31,

Per share income and capital changesa

                                                    Class B
                                  2000      1999      1998     1997      1996

Net asset value,
beginning of period              $5.87     $6.17     $6.26    $6.28     $6.11

Income from investment operations:

Net investment income (loss)       .29       .28       .33      .31       .33

Net gains (losses)
   (both realized and unrealized) (.62)     (.35)     (.04)    (.05)      .18

Total from investment operations  (.33)     (.07)      .29      .26       .51

Less distributions:

Dividends from net
   investment income              (.16)     (.22)     (.24)    (.24)     (.34)

Distributions from
   realized gains                   --      (.01)     (.14)      --        --

Excess distributions
   of realized gains                --        --        --     (.04)       --

Total distributions               (.16)     (.23)     (.38)    (.28)     (.34)

Net asset value, end of period   $5.38     $5.87     $6.17    $6.26     $6.28

Ratios/supplemental data

Net assets, end of
   period (in millions)           $155      $235      $263     $231      $141

Ratio of expenses to
   average daily net assetsb     2.07%     1.98%     1.92%    1.92%     1.96%

Ratio of net investment income
   (loss) to average daily
   net assets                    4.73%     4.72%     5.11%    5.00%     4.96%

Portfolio turnover rate
   (excluding short-term securities)48%      48%       27%      55%       49%

Total returnc                   (5.77%)   (1.10%)    4.73%    4.12%     8.15%

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>


   Fiscal period ended Oct. 31,

 Per share income and capital changesa
                                Class C
                                  2000b

Net asset value,
   beginning of period           $5.52

Income from investment operations:

Net investment income (loss)       .10

Net gains (losses)
   (both realized and unrealized) (.24)

Total from investment operations  (.14)

Net asset value, end of period   $5.38

Ratios/supplemental data

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

Ratio of expenses to
   average daily net assetsc     2.07%d

Ratio of net investment income
   (loss) to average daily
   net assets                    4.80%d

Portfolio turnover rate(excluding
   short-term securities)          48%

Total returne                   (2.49%)

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

b Inception date was June 26, 2000.

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

d Adjusted to an annual basis.

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



<PAGE>


Fiscal period ended Oct. 31,

 Per share income and capital changesa
                                                    Class Y
                                  2000      1999      1998     1997     1996b

Net asset value,
   beginning of period           $5.87     $6.17     $6.26    $6.30     $6.11

Income from investment operations:

Net investment income (loss)       .35       .34       .40      .35       .29

Net gains (losses)
   (both realized and unrealized) (.62)     (.36)     (.06)    (.06)      .20

Total from investment operations  (.27)     (.02)      .34      .29       .49

Less distributions:

Dividends from net
   investment income              (.20)     (.27)     (.29)    (.29)     (.30)

Distributions from realized gains   --      (.01)     (.14)      --        --

Excess distributions
   of realized gains                --        --        --     (.04)       --

Total distributions               (.20)     (.28)     (.43)    (.33)     (.30)

Net asset value, end of period   $5.40     $5.87     $6.17    $6.26     $6.30

 Ratios/supplemental data

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

Ratio of expenses to
   average daily net assetsc     1.14%     1.07%      .99%    1.01%     1.01%

Ratio of net investment income
   (loss) to average daily
   net assets                    5.75%     5.63%     6.10%    5.89%     6.06%

Portfolio turnover rate (excluding
short-term securities)             48%       48%       27%      55%       49%

Total returnd                   (4.88%)    (.19%)    5.62%    5.06%     7.35%

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

b Periods  from  Nov. 1, 1995 to Nov. 20, 1995 and from Dec. 4, 1995 to Oct. 31,
  1996.  From  Nov.  20,  1995 to Dec.  4,  1995  there  were  no Class Y shares
  outstanding.

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

d Total return does not reflect payment of a sales charge.



<PAGE>


Independent Auditors' Report

THE BOARD OF TRUSTEES AND UNITHOLDERS
WORLD TRUST
We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities,  of World Income  Portfolio (a series
of World Trust) as of October 31, 2000, 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 October 31, 2000. These financial  statements
are the responsibility of portfolio management. Our responsibility is to express
an opinion on these financial statements 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 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
October 31, 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 World Income Portfolio as of
October 31, 2000,  and the results of its  operations and the changes in its net
assets for the periods stated in the first  paragraph  above, in conformity with
accounting principles generally accepted in the United States of America.


/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000


<PAGE>


Financial Statements

Statement of assets and liabilities
World Income Portfolio

Oct. 31, 2000

Assets
Investments in securities, at value (Note 1)
   (identified cost $616,195,763)                            $533,001,548
Cash in bank on demand deposit                                    387,583
Dividends and accrued interest receivable                      16,125,719
Receivable for investment securities sold                         335,689
U.S. government securities held as collateral (Note 4)         26,692,824
                                                    -          ----------
Total assets                                                  576,543,363
                                                              -----------

Liabilities
Payable upon return of securities loaned (Note 4)              31,972,824
Accrued investment management services fee                         11,256
Other accrued expenses                                             56,659
                                                                   ------
Total liabilities                                              32,040,739
                                                               ----------
Net assets                                                   $544,502,624
                                                             ============

See accompanying notes to financial statements.


<PAGE>


Statement of operations
World Income Portfolio

Year ended Oct. 31, 2000

Investment income
Income:
Dividends                                                    $    194,254
Interest                                                       46,099,587
                                                               ----------
Total income                                                   46,293,841
                                                               ----------
Expenses (Note 2):
Investment management services fee                              5,109,092
Compensation of board members                                       8,289
Custodian fees                                                    138,094
Audit fees                                                         23,750
Other                                                              71,082
                                                                   ------
Total expenses                                                  5,350,307
     Earnings credits on cash balances (Note 2)                    (6,847)
                                             -                     ------
Total net expenses                                              5,343,460
                                                                ---------
Investment income (loss)-- net                                 40,950,381
                                                               ----------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
     Security transactions (Note 3)                           (21,929,990)
     Foreign currency transactions                               (327,437)
     Futures contracts                                           (255,689)
     Options contracts written (Note 5)                           925,025
                                     -                            -------
Net realized gain (loss) on investments                       (21,588,091)
Net change in unrealized appreciation
   (depreciation) on investments and
   on translation of assets and liabilities
   in foreign currencies                                      (50,753,646)
                                                              -----------
Net gain (loss) on investments and foreign currencies         (72,341,737)
                                                              -----------
Net increase (decrease) in net assets
   resulting from operations                                 $(31,391,356)
                                                             ============

See accompanying notes to financial statements.


<PAGE>


Statements of changes in net assets
World Income Portfolio

Year ended Oct. 31,                            2000               1999

Operations
Investment income (loss)-- net           $  40,950,381      $  55,042,279
Net realized gain (loss) on investments    (21,588,091)        (4,141,927)
Net change in unrealized appreciation
(depreciation) on investments and
on translation of assets and liabilities
   in foreign currencies                   (50,753,646)       (50,620,083)
                                           -----------        -----------
Net increase (decrease) in net assets
   resulting from operations               (31,391,356)           280,269
Net contributions (withdrawals)
   from partners                          (259,410,172)      (153,354,231)
                                          ------------       ------------
Total increase (decrease) in net assets   (290,801,528)      (153,073,962)
Net assets at beginning of year            835,304,152        988,378,114
                                           -----------        -----------
Net assets at end of year                $ 544,502,624      $ 835,304,152
                                         =============      =============

See accompanying notes to financial statements.


<PAGE>


Notes to Financial Statements
World Income Portfolio
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
World Income  Portfolio  (the  Portfolio) is a series of World Trust (the Trust)
and is  registered  under the  Investment  Company Act of 1940 (as amended) as a
non-diversified,  open-end management  investment company. The Portfolio invests
primarily in debt  securities of U.S. and foreign  issuers.  The  Declaration of
Trust permits the Trustees to issue non-transferable interests in the Portfolio.

The Portfolio'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 Portfolio may buy and write options traded on
any U.S. or foreign exchange or in the over-the-counter  market where completing
the  obligation  depends  upon the  credit  standing  of the  other  party.  The
Portfolio  also 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 Portfolio gives up the opportunity for
profit if the market price of the security increases.  The risk in writing a put
option  is that  the  Portfolio  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 Portfolio  pays a premium  whether or not the option is exercised.  The
Portfolio also has the  additional  risk of being unable to enter into a closing
transaction if a liquid secondary market does not exist.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized appreciation or depreciation is recorded. The Portfolio
will realize a gain or loss when the option transaction  expires or closes. When
an option is  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 Portfolio may buy
and sell financial futures contracts traded on any U.S. or foreign exchange. The
Portfolio  also  may buy and  write  put  and  call  options  on  these  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  Portfolio 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 Portfolio  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  Portfolio  recognizes  a realized  gain or loss when the
contract is closed or expires.

Foreign currency translations and foreign currency contracts
Securities and other assets and  liabilities  denominated in foreign  currencies
are translated daily into U.S. dollars.  Foreign currency amounts related to the
purchase or sale of  securities  and income and expenses are  translated  at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized  and  unrealized  security  gains or losses is  reflected as a
component of such gains or losses. In the statement of operations,  net realized
gains or losses from foreign currency transactions, if any, may arise from sales
of foreign currency, closed forward contracts, exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation   gains  or  losses  on  dividends,   interest  income  and  foreign
withholding taxes.

The Portfolio may enter into forward  foreign  currency  exchange  contracts for
operational  purposes and to protect against adverse exchange rate  fluctuation.
The net U.S.  dollar  value  of  foreign  currency  underlying  all  contractual
commitments held by the Portfolio and the resulting  unrealized  appreciation or
depreciation  are  determined  using  foreign  currency  exchange  rates from an
independent  pricing  service.  The Portfolio is subject to the credit risk that
the other party will not complete its contract obligations.

Federal taxes
For federal  income tax purposes the Portfolio  qualifies as a  partnership  and
each  investor  in the  Portfolio  is treated as the owner of its  proportionate
share of the net assets, income,  expenses and realized and unrealized gains and
losses of the Portfolio.  As a "pass-through"  entity,  the Portfolio  therefore
does not pay any income dividends or capital gain distributions.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Dividend income is recognized on the ex-dividend  date or upon receipt of
ex-dividend  notification  in the case of certain foreign  securities.  Interest
income,  including  level-yield  amortization of premium and discount is accrued
daily.

2. FEES AND EXPENSES
The Trust,  on behalf of the Portfolio,  has an Investment  Management  Services
Agreement  with  AEFC to  manage  its  portfolio.  Under  this  agreement,  AEFC
determines which securities will be purchased,  held or sold. The management fee
is a  percentage  of the  Portfolio's  average  daily  net  assets  in  reducing
percentages from 0.77% to 0.67% annually.

Under the  agreement,  the Trust  also pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees,  audit and certain legal
fees,  fidelity bond premiums,  registration  fees for units,  office  expenses,
consultants'  fees,  compensation of trustees,  corporate filing fees,  expenses
incurred in  connection  with lending  securities of the Portfolio and any other
expenses properly payable by the Trust or Portfolio and approved by the board.

During the year ended Oct. 31, 2000, the Portfolio's custodian fees were reduced
by $6,847 as a result of earnings  credits from  overnight  cash  balances.  The
Portfolio  also pays  custodian  fees to  American  Express  Trust  Company,  an
affiliate of AEFC.

According to a Placement Agency Agreement,  American Express Financial  Advisors
Inc. acts as placement agent of the Trust's units.

3.  SECURITIES  TRANSACTIONS
Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations)  aggregated  $310,757,045 and $492,328,052,  respectively,  for the
year ended Oct. 31, 2000. For the same period,  the portfolio  turnover rate was
48%. Realized gains and losses are determined on an identified cost basis.

4. LENDING OF PORTFOLIO SECURITIES
As of Oct. 31, 2000,  securities  valued at $30,455,472 were on loan to brokers.
For collateral,  the Portfolio received  $5,280,000 in cash and U.S.  government
securities  valued at $26,692,824.  Income from securities  lending  amounted to
$51,463  for the year  ended  Oct.  31,  2000.  The  risks to the  Portfolio  of
securities lending are that the borrower may not provide  additional  collateral
when required or return the securities when due.

5. OPTIONS CONTRACTS WRITTEN
Contracts  and premium  amounts  associated  with  options on  currency  futures
contracts written are as follows:

                                            Year ended Oct. 31, 2000
                                           Puts                  Calls
                                    Contracts   Premium    Contracts  Premium
Balance Oct. 31, 1999                   -- $         --       --  $        --
Opened                                 750    1,070,750      100      114,600
Closed                               (550)    (776,550)       --           --
Exercised                            (200)    (294,200)    (100)    (114,600)
                                     ----     --------     ----     --------
Balance Oct. 31, 2000                   -- $         --       --  $        --
             --- ----                      ----------             ---------

See "Summary of significant accounting policies."


<PAGE>


Investments in Securities
World Income Portfolio
Oct. 31, 2000

(Percentages represent value of investments compared to net assets)

Bonds (96.3%)(c)
Issuer          Coupon         Principal          Value(a)
                  rate            amount
Australia (1.8%)
Australian Government
   (Australian Dollar)
     08-15-03     9.50%        5,000,000        $2,812,906
New South Wales Treasury
   (Australian Dollar)
     03-01-08     8.00        12,300,000         6,928,831
Total                                            9,741,737

Belgium (3.4%)
Belgium Kingdom
   (European Monetary Unit) Series 14
     04-29-04     7.25        20,400,000        18,295,871

Brazil (0.5%)
Federal Republic of Brazil
   (U.S. Dollar)
     03-06-30    12.25         3,000,000         2,610,000

Canada (5.8%)
Abitibi-Consolidated Finance
   (U.S. Dollar) Company Guaranty
     08-01-09     7.88         3,900,000         3,691,116
Govt of Canada
   (Canadian Dollar)
     12-01-03     7.50        17,300,000        11,833,504
   (Japanese Yen)
     03-23-09     1.90       980,000,000         9,148,402
Province of British Columbia
   (Canadian Dollar)
     08-23-10     6.38         6,400,000         4,227,205
Province of Manitoba
   (U.S. Dollar) Series CK
     12-15-00     9.00         2,800,000         2,805,990
Total                                           31,706,217

Cayman Islands (2.3%)
PDVSA Finance
   (U.S. Dollar) Sr Nts
     02-15-10     9.75        10,000,000         9,893,800
Roil
   (U.S. Dollar)
     12-05-02    12.78      2,630,000(d)         2,485,350
Total                                           12,379,150

China (0.9%)
Greater Beijing First Expressways
   (U.S. Dollar) Sr Nts
     06-15-04     9.25      3,500,000(b)         1,295,000
     06-15-07     9.50      8,750,000(b)         2,996,875
Zhuhai Highway
   (U.S. Dollar) Sub Nts
     07-01-08    11.50   11,350,000(b,d)           567,500
Total                                            4,859,375

Colombia (0.9%)
Republic of Colombia
   (U.S. Dollar)
     04-23-09     9.75      6,000,000(e)         4,650,000

Denmark (2.3%)
Govt of Denmark
   (Danish Krone)
     11-15-00     9.00        40,000,000         4,559,007
     05-15-03     8.00        68,000,000         8,179,863
Total                                           12,738,870

France (2.7%)
Govt of France
   (European Monetary Unit)
     04-25-05     7.50         8,710,000         8,074,794
     04-25-11     6.50         7,300,000         6,739,383
Total                                           14,814,177

Germany (16.8%)
Allgemeine Hypo Bank
   (European Monetary Unit)
     09-02-09     5.00        10,760,000         8,602,377
Depfa Deutsche Pfandbriefbank
   (European Monetary Unit)
     02-03-05     5.00         9,600,000         7,985,749
Federal Republic of Germany
   (European Monetary Unit)
     07-22-02     8.00        18,471,330        16,367,938
     07-15-03     6.50         6,300,000         5,515,556
     11-11-04     7.50        29,600,000        27,184,084
     07-04-27     6.50        19,005,512        17,840,263
Treuhandanstalt
   (European Monetary Unit)
     01-29-03     7.13         9,300,000         8,198,167
Total                                           91,694,134

Indonesia (0.6%)
Indah Kiat Finance Mauritius
   (U.S. Dollar) Company Guaranty
     07-01-07    10.00         4,350,000         1,783,500
Tjiwi Kimia Finance Mauritius
   (U.S. Dollar) Company Guaranty
     08-01-04    10.00         2,450,000         1,225,000
Total                                            3,008,500

Italy (7.9%)
Buoni Poliennali Del Tes
   (European Monetary Unit)
     01-01-04     8.50        32,321,533        29,856,849
     11-01-26     7.25         7,886,283         7,793,096
Republic of Italy
   (Japanese Yen)
     03-27-08     3.80       500,000,000         5,278,524
Total                                           42,928,469

Japan (1.0%)
Development Bank of Japan
   (Japanese Yen)
     09-20-01     6.50       449,000,000         4,331,199
Nippon Express
   (Japanese Yen) Cv Series 4
     03-31-04     1.00       120,000,000         1,131,972
Total                                            5,463,171

Mexico (2.1%)
Imexsa Export Trust
   (U.S. Dollar)
     05-31-03    10.13      1,833,120(d)         1,805,623
United Mexican States
   (British Pound) Medium-term Nts Series E
     05-30-02     8.75         5,000,000         7,325,930
   (U.S. Dollar) Medium-term Nts Series A
     02-01-06     8.50         2,500,000         2,492,500
Total                                           11,624,053

Netherlands (0.5%)
KPNQwest
   (European Monetary Unit) Sr Nts
     06-01-09     7.13         3,800,000         2,887,634

Norway (2.1%)
Govt of Norway
   (Norwegian Krone)
     11-30-04     5.75        60,000,000         6,246,232
     01-15-07     6.75        48,000,000         5,226,145
Total                                           11,472,377

Supra-National (1.8%)
Inter-American Development Bank
   (Japanese Yen)
     07-08-09     1.90     1,035,000,000        $9,588,021

Sweden (1.0%)
Paulson Enterprenad
   (Swedish Krona)
     12-15-00     4.75        56,560,000         5,638,330

United Kingdom (3.8%)
Abbey Natl First Capital
   (U.S. Dollar) Sub Nts
     10-15-04     8.20         5,000,000         5,165,850
COLT Telecom Group
   (European Monetary Unit)
     07-31-08     7.63         6,400,000         2,503,150
United Kingdom Treasury
   (British Pound)
     06-10-03     8.00         8,380,000        12,823,143
Total                                           20,492,143

United States (38.1%)
American Standard
   (European Monetary Unit) Company Guaranty
     06-01-06     7.13         7,450,000         6,156,753
Chesapeake
   (U.S. Dollar)
     05-01-03     9.88         1,000,000         1,026,540
Citicorp
   (European Monetary Unit)
     09-19-09     6.25        10,800,000         4,602,047
Cleveland Electric Illuminating
   (U.S. Dollar) 1st Mtge Series B
     05-15-05     9.50         3,000,000         3,038,070
Executive Risk Capital
   (U.S. Dollar) Company Guaranty Series B
     02-01-27     8.68         3,500,000         3,319,586
Federal Natl Mtge Assn
   (U.S. Dollar)
     06-01-15     7.50         9,684,651         9,754,989
     02-01-27     7.50         2,076,878         2,078,166
     12-01-29     7.00         9,615,062         9,422,761
     08-01-30     8.00         9,887,059        10,010,221
Ford Motor Credit
   (Japanese Yen)
     02-07-05     1.20     1,000,000,000         9,142,559
General Motors
   (U.S. Dollar)
     07-15-01     9.13         2,000,000         2,025,960
Household Finance
   (U.S. Dollar)
     05-09-05    8.00%        $8,000,000        $8,183,480
IBM
   (Japanese Yen)
     04-14-03      .90       970,000,000         8,890,233
Intl Paper
   (European Monetary Unit)
     08-11-06     5.38         7,000,000         5,593,420
Nationwide CSN Trust
   (U.S. Dollar)
     02-15-25     9.88      7,000,000(d)         7,134,063
New York Life Insurance
   (U.S. Dollar)
     12-15-23     7.50      7,000,000(d)         6,137,586
Overseas Private Investment
   (U.S. Dollar) U.S. Govt Guaranty Series 1996A
     01-15-09     6.99         6,666,641         6,680,974
PDV America
   (U.S. Dollar) Sr Nts
     08-01-03     7.88         3,500,000         3,361,019
Phillips Petroleum
   (U.S. Dollar)
     04-15-23     7.92         3,115,000         2,934,856
Questar Gas
   (U.S. Dollar)
     06-01-21     9.38         1,000,000         1,073,700
Qwest
   (U.S. Dollar)
     11-10-26     7.20         6,000,000         5,320,080
Salomon Smith Barney Holdings
   (U.S. Dollar)
     01-15-03     6.13        10,400,000        10,197,720
Southern California Gas
   (U.S. Dollar) 1st Mtge Series BB
     03-01-23     7.38           900,000           832,095
U.S. Treasury
   (U.S. Dollar)
     11-15-01     7.50        16,500,000        16,693,380
     11-15-16     7.50     45,000,000(e)        51,841,350
United Air Lines
   (U.S. Dollar)
     07-01-10     7.73         3,500,000         3,570,105
USX
   (U.S. Dollar)
     03-01-08     6.85         4,775,000         4,632,084
Zurich Capital Trust
   (U.S. Dollar) Company Guaranty
     06-01-37     8.38      4,550,000(d)         4,308,518
Total                                          207,962,315

Total bonds
(Cost: $607,746,636)                          $524,554,544

Other (--%)(c)
Issuer                            Shares          Value(a)
Mexico
Mexico Value
   Rights                     1,000(b,f)               $--

Total other
(Cost: $--)                                            $--

Short-term securities (1.6%)
Issuer      Annualized            Amount          Value(a)
   yield on datepayable at
   of purchasematurity
U.S. government agencies
Federal Home Loan Bank Disc Nts
     11-24-00     6.40%         $500,000          $497,805
     11-28-00     6.41         2,500,000         2,487,604
Federal Home Loan Mtge Corp Disc Nts
     11-07-00     6.41           500,000           499,377
     12-01-00     6.40         2,000,000         1,989,047
     12-19-00     6.43         1,200,000         1,189,596
Federal Natl Mtge Assn Disc Nt
     12-20-00     6.41         1,800,000         1,783,575

Total short-term securities
(Cost: $8,449,127)                              $8,447,004

Total investments in securities
(Cost: $616,195,763)(g)                       $533,001,548

See accompanying notes to investments in securities.


<PAGE>


Notes to investments in securities

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

(b) Non-income producing.  For long-term debt securities,  item identified is in
    default as to payment of interest and/or principal.

(c) Foreign  security values are stated in U.S.  dollars.  For debt  securities,
    principal amounts are denominated in the currency indicated.

(d) Represents  a   security  sold  under  Rule  144A,   which  is  exempt  from
    registration under the Securities Act of 1933, as amended. This security has
    been determined to be liquid under guidelines established by the board.

(e) Security  is  partially  or  fully on  loan.  See  Note 4  to the  financial
    statements.

(f) Negligible market value.

(g) At Oct. 31, 2000, the cost of securities for federal income tax purposes was
    $617,571,732   and  the   aggregate   gross   unrealized   appreciation  and
    depreciation based on that cost was:

    Unrealized appreciation                                 $   1,247,795
    Unrealized depreciation                                   (85,817,979)
                                                              -----------
    Net unrealized depreciation                              $(84,570,184)
                                                             ------------


<PAGE>


Independent Auditors' Report
THE BOARD AND SHAREHOLDERS
AXP GLOBAL SERIES, INC.
We have  audited the  accompanying  statement of assets and  liabilities  of AXP
Global Growth Fund (a series of AXP Global Series, Inc.) as of October 31, 2000,
the related  statement of operations for the year then ended,  the statements of
changes in net assets for each of the years in the two-year period ended October
31, 2000,  and the financial  highlights  for each of the years in the five-year
period ended  October 31, 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.  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 Global Growth Fund as of
October 31, 2000, and the results of its  operations,  changes in its net assets
and the  financial  highlights  for  each of the  periods  stated  in the  first
paragraph above, in conformity with accounting  principles generally accepted in
the United States of America.


/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000


<PAGE>


Financial Statements

Statement of assets and liabilities
AXP Global Growth Fund

Oct. 31, 2000

Assets
Investment in World Growth Portfolio (Note 1)              $1,951,811,603
Capital shares receivable                                             100
                                                                      ---
Total assets                                                1,951,811,703
                                                            -------------

Liabilities
Accrued distribution fee                                           24,774
Accrued service fee                                                    53
Accrued transfer agency fee                                        10,227
Accrued administrative services fee                                 2,454
Other accrued expenses                                            148,641
                                                                  -------
Total liabilities                                                 186,149
                                                                  -------
Net assets applicable to outstanding capital stock         $1,951,625,554
                                                           ==============

Represented by
Capital stock-- $.01 par value (Note 1)                    $    2,249,485
Additional paid-in capital                                  1,614,207,603
Accumulated net realized gain (loss)                          282,157,307
Unrealized appreciation (depreciation)
   on investments and on translation of
   assets and liabilities in foreign currencies                53,011,159
                                                               ----------
Total -- representing net assets
   applicable to outstanding capital stock                 $1,951,625,554
                                                           ==============
Net assets applicable to
   outstanding shares:      Class A                        $1,355,790,148
                            Class B                           575,429,929
                            Class C                        $      860,673
                            Class Y                        $   19,544,804
Net asset value per
   share of outstanding
   capital stock:           Class A shares 155,159,934     $         8.74
                            Class B shares  67,455,686     $         8.53
                            Class C shares     100,820     $         8.54
                            Class Y shares   2,232,026     $         8.76
                                             ---------     --------------

See accompanying notes to financial statements.


<PAGE>


Statement of operations
AXP Global Growth Fund
Year ended Oct. 31, 2000
Investment income
Income:
Dividends                                                   $  18,967,279
Interest                                                        4,251,047
   Less foreign taxes withheld                                 (1,738,168)
                                                               ----------
Total income                                                   21,480,158
                                                               ----------
Expenses (Note 2):
Expenses allocated from World Growth Portfolio                 15,612,194
Distribution fee
   Class A                                                      3,737,719
   Class B                                                      6,015,250
   Class C                                                          1,605
Transfer agency fee                                             3,212,062
Incremental transfer agency fee
   Class A                                                        249,731
   Class B                                                        180,631
   Class C                                                             72
Service fee-- Class Y                                              25,800
Administrative services fees and expenses                         974,527
Compensation of board members                                       8,602
Printing and postage                                              262,211
Registration fees                                                 165,701
Audit fees                                                          8,000
Other                                                              10,755
                                                                   ------
Total expenses                                                 30,464,860
   Earnings credits on cash balances (Note 2)                    (129,135)
                                           -                     --------
Total net expenses                                             30,335,725
                                                               ----------
Investment income (loss)-- net                                 (8,855,567)
                                                               ----------
Realized and unrealized gain (loss)-- net
Net realized gain (loss) on:
   Security transactions                                      292,184,761
   Foreign currency transactions                               (1,857,564)
   Futures contracts                                            1,568,654
                                                                ---------
Net realized gain (loss) on investments                       291,895,851
Net change in unrealized appreciation
   (depreciation) on investments
   and on translation of assets and
   liabilities in foreign currencies                         (220,876,588)
                                                             ------------
Net gain (loss) on investments
   and foreign currencies                                      71,019,263
                                                               ----------
Net increase (decrease) in net assets
   resulting from operations                                $  62,163,696
                                                           ==============

See accompanying notes to financial statements.


<PAGE>


Statements of changes in net assets
AXP Global Growth Fund
Year ended Oct. 31,                             2000               1999
 Operations and distributions
Investment income (loss)-- net          $   (8,855,567)    $     (775,673)
Net realized gain (loss) on investments    291,895,851        184,375,354
Net change in unrealized appreciation
   (depreciation) on investments
   and on translation of assets
   and liabilities in foreign currencies  (220,876,588)       125,627,405
                                          ------------        -----------
Net increase (decrease) in net assets
   resulting from operations                62,163,696        309,227,086
                                            ----------        -----------
Distributions to shareholders:
   From and in excess of net investment income
     Class A                                (6,033,123)        (5,494,846)
     Class B                                   (18,731)            (2,288)
     Class Y                                  (156,601)          (142,170)
   From net realized gain
     Class A                              (130,885,134)       (45,913,293)
     Class B                               (50,476,975)       (14,747,605)
     Class Y                                (2,678,427)        (1,056,181)
                                            ----------         ----------
Total distributions                       (190,248,991)       (67,356,383)
                                          ------------        -----------
 Capital share transactions (Note 3)
Proceeds from sales
   Class A shares (Notes 2 and 5)          432,687,264        362,979,328
   Class B shares                          191,323,295        151,060,171
   Class C shares                              972,111                 --
   Class Y shares                           15,217,714         11,056,126
Reinvestment of distributions at net asset value
   Class A shares                          131,692,852         49,848,367
   Class B shares                           50,019,267         14,640,382
   Class Y shares                            2,835,028          1,198,351
Payments for redemptions
   Class A shares                         (385,483,073)      (294,695,663)
   Class B shares (Note 2)                 (85,590,573)       (54,189,827)
   Class C shares (Note 2)                     (32,617)                --
   Class Y shares                          (24,050,428)       (12,905,756)
                                           -----------        -----------
Increase (decrease) in net assets
   from capital share transactions         329,590,840        228,991,479
                                           -----------        -----------
Total increase (decrease) in net assets    201,505,545        470,862,182
Net assets at beginning of year          1,750,120,009      1,279,257,827
                                         -------------      -------------
Net assets at end of year               $1,951,625,554     $1,750,120,009
                                        ==============     ==============
Undistributed net investment income     $           --     $    6,159,273
                                        ------------       --------------

See accompanying notes to financial statements.


<PAGE>


Notes to Financial Statements
AXP Global Growth Fund
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund is a series of AXP Global  Series,  Inc.  and is  registered  under the
Investment  Company  Act  of  1940  (as  amended)  as  a  diversified,  open-end
management investment company. AXP Global Series, Inc. has 10 billion authorized
shares of  capital  stock that can be  allocated  among the  separate  series as
designated by the board.

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 204 shares of
capital stock at $9.81 per share, which represented the initial capital in Class
C.

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.

Investment in World Growth Portfolio
The Fund invests all of its assets in World Growth Portfolio (the Portfolio),  a
series of World Trust (the Trust), an open-end  investment  company that has the
same  objectives as the Fund. The Portfolio seeks to provide  shareholders  with
long-term  capital  growth  by  investing  primarily  in  equity  securities  of
companies throughout the world.

The Fund  records  daily  its  share of the  Portfolio's  income,  expenses  and
realized  and  unrealized  gains and losses.  The  financial  statements  of the
Portfolio  are  included  elsewhere  in  this  report  and  should  be  read  in
conjunction with the Fund's financial statements.

The Fund records its  investment  in the Portfolio at the value that is equal to
the Fund's  proportionate  ownership interest in the Portfolio's net assets. The
percentage  of the  Portfolio  owned by the Fund as of Oct. 31, 2000 was 99.99%.
Valuation  of  securities  held by the  Portfolio  is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

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.

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 the  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,  the  recognition of certain foreign  currency gains
(losses) as ordinary income (loss) for tax purposes,  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  increased  by
$8,913,789  and  accumulated  net realized gain has been decreased by $9,740,298
resulting in a net  reclassification  adjustment to increase  paid-in capital by
$826,509.

Dividends to shareholders
An annual dividend from net investment  income,  declared and paid at the end of
the calendar year,  when  available,  is reinvested in additional  shares of the
Fund at net asset value or payable in cash.  Capital gains, when available,  are
distributed along with the income dividend.

2. EXPENSES AND SALES CHARGES
In addition to the expenses  allocated from the Portfolio,  the Fund accrues its
own expenses as follows:

The Fund has an agreement with AEFC to provide administrative services. 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  0.06% to 0.035%  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 $19.00

o  Class B $20.00

o  Class C $19.50

o  Class Y $17.00

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.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$3,709,713  for Class A,  $455,225  for Class B and $35 for Class C for the year
ended Oct. 31, 2000.  During the year ended Oct. 31, 2000,  the Fund's  transfer
agency  fees were  reduced by  $129,135  as a result of  earnings  credits  from
overnight cash balances.

3. CAPITAL SHARE TRANSACTIONS
Transactions in shares of capital stock for the years indicated are as follows:

                                         Year ended Oct. 31, 2000
                              Class A       Class B    Class C*    Class Y
Sold                        44,022,903   19,748,080   104,588    1,543,173
Issued for
   reinvested distributions 13,174,504    5,092,617         --      283,787
Redeemed                   (39,266,681)  (8,913,132)   (3,768)  (2,407,176)
                           -----------   ----------    ------   ----------
Net increase (decrease)     17,930,726   15,927,565   100,820     (580,216)
                            ----------   ----------   -------     --------

* Inception date was June 26, 2000

                                         Year ended Oct. 31, 1999
                              Class A       Class B     Class C    Class Y
Sold                        41,837,560   17,631,622       N/A    1,268,487
Issued for
   reinvested distributions  6,001,482    1,784,519       N/A      144,275
Redeemed                   (33,906,049)  (6,300,388)      N/A   (1,495,745)
                           -----------   ----------             ----------
Net increase (decrease)     13,932,993   13,115,753       N/A      (82,983)
                            ----------   ----------                -------

4. 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 Oct. 31,
2000.

5. FUND MERGER
As of close of business on July 14, 2000,  AXP Global  Growth Fund  acquired the
assets and assumed the identified liabilities of Strategist World Growth Fund.

The  aggregate  net  assets of AXP Global  Growth  Fund  immediately  before the
acquisition were $2,262,095,197.

The  merger  was  accomplished  by a  tax-free  exchange  of  110,352  shares of
Strategist World Growth Fund valued at $1,062,275.

In exchange  for the  Strategist  World  Growth Fund shares and net assets,  AXP
Global Growth Fund issued the following number of shares:

                                                         Shares   Net assets
Class A                                                 105,321   $1,062,275

Strategist  World  Growth  Fund's net assets at that date  consisted  of capital
stock of $878,612 and unrealized appreciation of $183,663.


<PAGE>


 6. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.
Fiscal period ended Oct. 31,

Per share income and capital changesa
                                                    Class A
                                  2000      1999      1998     1997      1996
Net asset value,
   beginning of period           $9.18     $7.80     $6.90    $7.12     $6.37

Income from investment operations:

Net investment income (loss)      (.02)      .02       .02      .03       .08

Net gains (losses)
   (both realized and unrealized)  .58      1.78      1.12      .39       .83

Total from investment operations   .56      1.80      1.14      .42       .91

Less distributions:

Dividends from and in excess
   of net investment income       (.04)     (.05)     (.06)    (.22)     (.13)

Distributions from
   realized gains                 (.96)     (.37)     (.18)    (.42)     (.03)

Total distributions              (1.00)     (.42)     (.24)    (.64)     (.16)

Net asset value, end of period   $8.74     $9.18     $7.80    $6.90     $7.12

Ratios/supplemental data

Net assets, end of
   period (in millions)         $1,356    $1,260      $962     $889      $908

Ratio of expenses to
   average daily net assetsb     1.22%     1.25%     1.22%    1.27%     1.37%

Ratio of net investment income
   (loss) to average daily
   net assets                    (.21%)     .14%      .35%     .60%     1.45%

Portfolio turnover rate (excluding
   short-term securities)         131%       83%       80%     199%      134%

Total returnc                    4.74%    23.59%    17.00%    6.22%    14.51%

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>


Fiscal period ended Oct. 31,

Per share income and capital changesa

                                                    Class B
                                  2000      1999      1998     1997      1996
Net asset value,
   beginning of period           $9.01     $7.68     $6.79    $7.05     $6.34

Income from investment operations:

Net investment income (loss)      (.08)     (.05)       --       --       .05

Net gains (losses)
   (both realized and unrealized)  .56      1.75      1.08      .35       .81

Total from investment operations   .48      1.70      1.08      .35       .86

Less distributions:

Dividends from and in excess
   of net investment income         --        --      (.01)    (.19)     (.12)

Distributions from
   realized gains                 (.96)     (.37)     (.18)    (.42)     (.03)

Total distributions               (.96)     (.37)     (.19)    (.61)     (.15)

Net asset value, end of period   $8.53     $9.01     $7.68    $6.79     $7.05

 Ratios/supplemental data

Net assets, end of
   period (in millions)           $575      $464      $295     $222      $146

Ratio of expenses to
   average daily net assetsb     1.98%     2.02%     1.99%    2.03%     2.14%

Ratio of net investment income
   (loss) to average daily
   net assets                    (.95%)    (.62%)    (.40%)   (.18%)    1.05%

Portfolio turnover rate (excluding
   short-term securities)         131%       83%       80%     199%      134%

Total returnc                    3.89%    22.66%    16.13%    5.40%    13.64%

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>


Fiscal period ended Oct. 31,

Per share income and capital changesa

                                 Class C
                                  2000b
Net asset value,
   beginning of period           $9.57

Income from investment operations:

Net investment income (loss)      (.01)

Net gains (losses)
   (both realized and unrealized)(1.02)

Total from investment operations (1.03)

Net asset value, end of period   $8.54

Ratios/supplemental data

Net assets, end of
   period (in millions)             $1

Ratio of expenses to
   average daily net assetsc     1.98%d

Ratio of net investment income
   (loss) to average daily
   net assets                   (1.15%)d

Portfolio turnover rate (excluding
   short-term securities)         131%

Total returne                  (10.76%)

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

b Inception date was June 26, 2000.

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

d Adjusted to an annual basis.

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



<PAGE>


Fiscal period ended Oct. 31,

Per share income and capital changesa

                                                    Class Y
                                  2000      1999      1998     1997      1996
Net asset value,
   beginning of period           $9.20     $7.81     $6.91    $7.13     $6.38

Income from investment operations:

Net investment income (loss)      (.01)      .03       .02      .03       .09

Net gains (losses)
   (both realized and unrealized)  .58      1.78      1.13      .40       .83

Total from investment operations   .57      1.81      1.15      .43       .92

Less distributions:

Dividends from and in excess
   of net investment income       (.05)     (.05)     (.07)    (.23)     (.14)

Distributions from realized gains (.96)     (.37)     (.18)    (.42)     (.03)

Total distributions              (1.01)     (.42)     (.25)    (.65)     (.17)

Net asset value, end of period   $8.76     $9.20     $7.81    $6.91     $7.13

Ratios/supplemental data

Net assets, end of
   period (in millions)            $20       $26       $23      $21       $19

Ratio of expenses to
   average daily net assetsb     1.05%     1.13%     1.15%    1.15%     1.19%

Ratio of net investment income
   (loss) to average daily
   net assets                    (.06%)     .24%      .41%     .72%     1.60%

Portfolio turnover rate (excluding
   short-term securities)         131%       83%       80%     199%      134%

Total returnc                    4.86%    23.86%    17.10%    6.34%    14.71%

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>


Independent Auditors' Report
THE BOARD OF TRUSTEES AND UNITHOLDERS
WORLD TRUST
We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities,  of World Growth  Portfolio (a series
of World Trust) as of October 31, 2000, 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 October 31, 2000. These financial  statements
are the responsibility of portfolio management. Our responsibility is to express
an opinion on these financial statements 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 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
October 31, 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 World Growth Portfolio as of
October 31, 2000,  and the results of its  operations and the changes in its net
assets for the periods stated in the first  paragraph  above, in conformity with
accounting principles generally accepted in the United States of America.


/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000


<PAGE>


Financial Statements

Statement of assets and liabilities
World Growth Portfolio

Oct. 31, 2000

Assets
Investments in securities, at value (Note 1)
   (identified cost $1,844,302,138)                        $1,897,573,270
Dividends and accrued interest receivable                       2,405,909
Receivable for investment securities sold                     116,445,311
Unrealized appreciation on foreign currency
   contracts held, at value (Notes 1 and 4)                        75,411
                                   -     -                         ------
Total assets                                                2,016,499,901
                                                            -------------

Liabilities
Disbursements in excess of cash on demand deposit                 234,391
Payable for investment securities purchased                    64,177,161
Unrealized depreciation on foreign currency
   contracts held, at value (Notes 1 and 4)                        11,623
Accrued investment management services fee                         38,694
Other accrued expenses                                            139,178
                                                                  -------
Total liabilities                                              64,601,047
                                                               ----------
Net assets                                                 $1,951,898,854
                                                           ==============

See accompanying notes to financial statements.


<PAGE>


Statement of operations
World Growth Portfolio

Year ended Oct. 31, 2000

Investment income
Income:
Dividends                                                   $  18,974,868
Interest                                                        4,230,484
   Less foreign taxes withheld                                 (1,738,808)
                                                               ----------
Total income                                                   21,466,544
                                                               ----------
Expenses (Note 2):
Investment management services fee                             15,254,417
Custodian fees                                                    320,223
Audit fees                                                         24,000
Other                                                              27,619
                                                                   ------
Total expenses                                                 15,626,259
   Earnings credits on cash balances (Note 2)                      (8,448)
                                           -                       ------
Total net expenses                                             15,617,811
                                                               ----------
Investment income (loss)-- net                                  5,848,733
                                                                ---------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions (Note 3)                             292,337,255
   Foreign currency transactions                               (1,868,330)
   Futures contracts                                            1,569,617
                                                                ---------
Net realized gain (loss) on investments                       292,038,542
Net change in unrealized appreciation
   (depreciation) on investments and on
   translation of assets and liabilities in
   foreign currencies                                        (220,841,583)
                                                             ------------
Net gain (loss) on investments and foreign currencies          71,196,959
                                                               ----------
Net increase (decrease) in net assets
   resulting from operations                                $  77,045,692
                                                            =============

See accompanying notes to financial statements.


<PAGE>


Statements of changes in net assets
World Growth Portfolio

Year ended Oct. 31,                            2000              1999

Operations
Investment income (loss)-- net            $  5,848,733       $  9,492,822
Net realized gain (loss) on investments    292,038,542        184,483,395
Net change in unrealized appreciation
(depreciation) on investments and on
   translation of assets and liabilities
   in foreign currencies                  (220,841,583)       125,692,141
                                          ------------        -----------
Net increase (decrease) in net assets
   resulting from operations                77,045,692        319,668,358
Net contributions (withdrawals)
   from partners                           123,707,698        151,432,468
                                           -----------        -----------
Total increase (decrease)
   in net assets                           200,753,390        471,100,826
Net assets at beginning of year          1,751,145,464      1,280,044,638
                                         -------------      -------------
Net assets at end of year               $1,951,898,854     $1,751,145,464
                                        ==============     ==============

See accompanying notes to financial statements.


<PAGE>


Notes to Financial Statements
World Growth Portfolio
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
World Growth  Portfolio  (the  Portfolio) is a series of World Trust (the Trust)
and is  registered  under the  Investment  Company Act of 1940 (as amended) as a
diversified,  open-end  management  investment  company.  The Portfolio seeks to
provide long-term capital growth by investing  primarily in equity securities of
companies throughout the world. The Declaration of Trust permits the Trustees to
issue non-transferable interests in the Portfolio.

The Portfolio'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 Portfolio may buy and write options traded on
any U.S. or foreign exchange or in the over-the-counter  market where completing
the  obligation  depends  upon the  credit  standing  of the  other  party.  The
Portfolio  also 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 Portfolio gives up the opportunity for
profit if the market price of the security increases.  The risk in writing a put
option  is that  the  Portfolio  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 Portfolio  pays a premium  whether or not the option is exercised.  The
Portfolio also has the  additional  risk of being unable to enter into a closing
transaction if a liquid secondary market does not exist.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized appreciation or depreciation is recorded. The Portfolio
will realize a gain or loss when the option transaction  expires or closes. When
an option is  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 Portfolio may buy
and sell financial futures contracts traded on any U.S. or foreign exchange. The
Portfolio  also  may buy and  write  put  and  call  options  on  these  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  Portfolio 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 Portfolio  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  Portfolio  recognizes  a realized  gain or loss when the
contract is closed or expires.

Foreign  currency  translations and foreign  currency  contracts  Securities and
other assets and  liabilities  denominated in foreign  currencies are translated
daily into U.S.  dollars.  Foreign  currency  amounts related to the purchase or
sale of securities  and income and expenses are  translated at the exchange rate
on the  transaction  date.  The effect of changes in foreign  exchange  rates on
realized and unrealized  security gains or losses is reflected as a component of
such gains or losses.  In the  statement of  operations,  net realized  gains or
losses  from  foreign  currency  transactions,  if any,  may arise from sales of
foreign currency,  closed forward  contracts,  exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation   gains  or  losses  on  dividends,   interest  income  and  foreign
withholding taxes.

The Portfolio may enter into forward  foreign  currency  exchange  contracts for
operational  purposes and to protect against adverse exchange rate  fluctuation.
The net U.S.  dollar  value  of  foreign  currency  underlying  all  contractual
commitments held by the Portfolio and the resulting  unrealized  appreciation or
depreciation  are  determined  using  foreign  currency  exchange  rates from an
independent  pricing  service.  The Portfolio is subject to the credit risk that
the other party will not complete its contract obligations.

Federal taxes
For federal  income tax purposes the Portfolio  qualifies as a  partnership  and
each  investor  in the  Portfolio  is treated as the owner of its  proportionate
share of the net assets, income,  expenses and realized and unrealized gains and
losses of the Portfolio.  As a "pass-through"  entity,  the Portfolio  therefore
does not pay any income dividends or capital gain distributions.

Other
Security  transactions are accounted for on the date securities are purchased or
sold.  Dividend income is recognized on the ex-dividend  date or upon receipt of
ex-dividend  notification  in the case of certain foreign  securities.  Interest
income,  including level-yield  amortization of premium and discount, is accrued
daily.

2. FEES AND EXPENSES
The Trust,  on behalf of the Portfolio,  has an Investment  Management  Services
Agreement  with  AEFC to  manage  its  portfolio.  Under  this  agreement,  AEFC
determines which securities will be purchased,  held or sold. The management fee
is a  percentage  of the  Portfolio's  average  daily  net  assets  in  reducing
percentages from 0.8% to 0.675% annually. Beginning Jan. 1, 2000, the fee may be
adjusted  upward or downward by a performance  incentive  adjustment  based on a
comparison of the performance of Class A shares of AXP Global Growth Fund to the
Lipper Global Funds Index.  The maximum  adjustment is 0.12% of the  Portfolio's
average daily net assets after deducting 1% from the performance difference.  If
the  performance  difference is less than 1%, the  adjustment  will be zero. The
adjustment decreased the fee by $213,549 for the year ended Oct.
31, 2000.

Under the  agreement,  the Trust  also pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees,  audit and certain legal
fees,  fidelity bond premiums,  registration  fees for units,  office  expenses,
consultants'  fees,  compensation of trustees,  corporate filing fees,  expenses
incurred in  connection  with lending  securities of the Portfolio and any other
expenses properly payable by the Trust or Portfolio and approved by the board.

AEFC  has a  Sub-investment  Advisory  Agreement  with  American  Express  Asset
Management  International  Inc.  (International),  a wholly-owned  subsidiary of
AEFC.

During the year ended Oct. 31, 2000, the Portfolio's custodian fees were reduced
by $8,448 as a result of earnings  credits from  overnight  cash  balances.  The
Portfolio  also pays  custodian  fees to  American  Express  Trust  Company,  an
affiliate of AEFC.

According to a Placement Agency Agreement, American Express Financial Advisors
Inc. acts as placement agent of the Trust's units.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations) aggregated $2,667,537,923 and $2,684,376,333, respectively, for the
year ended Oct. 31, 2000. For the same period,  the portfolio  turnover rate was
131%. Realized gains and losses are determined on an identified cost basis.

Income from securities  lending amounted to $535,370 for the year ended Oct. 31,
2000. The risks to the Portfolio of securities lending are that the borrower may
not provide  additional  collateral  when required or return the securities when
due.

4. FOREIGN CURRENCY CONTRACTS
As of Oct. 31, 2000, the Portfolio has foreign currency exchange  contracts that
obligate it to deliver  currencies at a specified  future date.  The  unrealized
appreciation   and/or  depreciation  on  these  contracts  is  included  in  the
accompanying  financial  statements.  See  "Summary  of  significant  accounting
policies." The terms of the open contracts are as follows:

Exchange date       Currency to      Currency to     Unrealized    Unrealized
                   be delivered      be received   appreciation  depreciation
Nov. 1, 2000          4,353,983        3,048,879        $73,294       $    --
                    U.S. Dollar    British Pound

Nov. 2, 2000          1,574,626        1,085,836          2,117            --
                    U.S. Dollar    British Pound

Nov. 3, 2000          6,617,290        4,549,294             --        11,139
                    U.S. Dollar    British Pound

Nov. 6, 2000          1,404,913          967,171             --           484
                    U.S. Dollar    British Pound
Total                                                   $75,411       $11,623
                                                        -------       -------


<PAGE>


Investments in Securities
World Growth Portfolio

Oct. 31, 2000
(Percentages represent value of investments compared to net assets)
Common stocks (89.3%) (c)
Issuer                            Shares          Value(a)
Australia (0.6%)
Transportation
Brambles Inds                    465,000       $12,052,727

Canada (1.2%)
Communications equipment & services
Nortel Networks                  503,837        22,924,584

France (5.2%)
Communications equipment & services (1.8%)
Alcatel                          593,147        36,147,819

Computers & office equipment (1.7%)
Cap Gemini                       210,996        33,621,954

Household products (1.7%)
Aventis                          449,204        32,363,346

Germany (3.6%)
Banks and savings & loans (1.7%)
Deutsche Bank                    409,140        33,464,946

Computers & office equipment (1.9%)
SAP                              178,904        36,241,722
Hong Kong (0.3%)
Communications equipment & services
China Mobile                  834,000(b)         5,132,900
Italy (2.9%)
Banks and savings & loans (2.1%)
San Paolo - IMI                2,478,666        40,127,514

Utilities -- telephone (0.8%)
Telecom Italia Mobile          1,894,485        16,089,767

Japan (12.2%)
Computers & office equipment (2.8%)
Canon                            624,000        24,745,123
Fujitsu                          720,000        12,818,756
Hitachi Software Engineering     155,800        16,837,073
Total                                           54,400,952

Electronics (2.4%)
Hitachi                        1,612,000        17,273,010
Nintendo                          79,200        13,092,408
Rohm                              67,200        16,930,781
Total                                           47,296,199

Furniture & appliances (1.3%)
Matsushita Electric Industrial   843,000        24,473,945

Health care (1.0%)
Takeda Chemical Inds             300,000        19,754,556

Media (0.8%)
Sony                             186,500        14,894,038

Retail (0.4%)
Ryohin Keikaku                   153,000         7,762,799

Utilities -- telephone (3.5%)
Nippon Comsys                    678,000        13,039,656
Nippon Telegraph & Telephone       3,990        36,286,015
NTT DoCoMo                           832        20,497,115
Total                                           69,822,786

Mexico (0.7%)
Utilities -- telephone
Telefonos de Mexico ADR Cl L     239,306        12,907,567

Netherlands (2.3%)
Banks and savings & loans (0.8%)
ABN AMRO Holding                 681,597        15,771,797

Insurance (1.5%)
ING Groep                        416,653        28,577,304

Singapore (0.7%)
Building materials & construction
Singapore Technologies
   Engineering                 8,286,000        13,357,664

Sweden (1.7%)
Communications equipment & services
Ericsson (LM) Cl B             2,493,212        33,093,533

Switzerland (0.9%)
Banks and savings & loans
Credit Suisse Group               89,696        16,810,829

United Kingdom (14.7%)
Aerospace & defense (0.4%)
BAE Systems                    1,436,195         8,164,725

Communications equipment & services (2.7%)
Marconi                        4,129,681        52,171,360

Health care (1.8%)
Glaxo Wellcome ADR               181,125         5,218,149
SmithKline Beecham             2,389,904        30,886,370
Total                                           36,104,519

Industrial equipment & services (0.8%)
Hays PLC                       2,967,060        16,210,606

Leisure time & entertainment (1.4%)
EMI Group ADR                  3,580,498        26,828,077

Retail (0.6%)
Next                           1,225,822        12,202,007

Utilities -- telephone (7.0%)
British Telecommunications     2,700,000        31,679,005
COLT Telecom Group            781,291(b)        24,959,272
Vodafone Group                19,447,927        80,979,137
Total                                          137,617,414

United States (42.2%)
Communications equipment & services (2.9%)
Corning                          282,990        21,648,735
Motorola                         616,700        15,378,956
QUALCOMM                      302,170(b)        19,674,100
Total                                           56,701,791

Computer software & services (5.3%)
Microsoft                     765,770(b)        52,742,409
Oracle                        502,498(b)        16,582,434
Veritas Software              236,600(b)        33,364,297
Total                                          102,689,140

Computers & office equipment (9.6%)
America Online                624,220(b)        31,479,415
Cisco Systems                 485,336(b)        26,147,477
Computer Sciences             569,000(b)        35,847,000
EMC                           614,870(b)        54,761,858
Sun Microsystems              372,300(b)        41,278,763
Total                                          189,514,513

Electronics (1.3%)
Intel                            570,100        25,654,500

Financial services (8.1%)
Citigroup                      1,160,133        61,051,999
Fannie Mae                       589,034        45,355,618
Merrill Lynch                    750,926        52,564,820
Total                                          158,972,437

Health care (4.9%)
Pfizer                         1,067,890        46,119,499
Pharmacia                        298,640        16,425,200
Schering-Plough                  656,262        33,920,542
Total                                           96,465,241

Insurance (2.2%)
American Intl Group              435,197        42,649,306

Media (1.8%)
Clear Channel Communications  345,900(b)        20,775,619
Interpublic Group of Companies   335,190        14,250,167
Total                                           35,025,786

Multi-industry conglomerates (3.3%)
General Electric               1,180,100        64,684,231

Retail (1.0%)
Wal-Mart Stores                  418,450        18,987,169

Utilities -- telephone (1.8%)
SBC Communications               602,764        34,771,948

Total common stocks
(Cost: $1,687,890,690)                      $1,742,506,018

Other (0.2%)(c)
Issuer                            Shares          Value(a)
United Kingdom
DB UK Tech Basket
   Warrant                       143,500        $3,144,398

Total other
(Cost: $4,455,155)                              $3,144,398

Short-term securities (7.8%)
Issuer      Annualized            Amount          Value(a)
   yield on datepayable at
   of purchasematurity
U.S. government agencies (6.7%)
Federal Home Loan Bank Disc Nts
   11-15-00       6.39%       $3,400,000        $3,390,968
   12-15-00       6.42        10,000,000         9,920,374
   12-15-00       6.43        10,600,000        10,515,531
Federal Natl Mtge Assn Disc Nts
   11-22-00       6.42         3,700,000         3,685,145
   11-27-00       6.42        40,000,000        39,808,300
   12-01-00       6.46        50,000,000        49,723,584
   12-12-00       6.42         3,300,000         3,275,475
   12-19-00       6.42         1,100,000         1,090,193
   12-21-00       6.45           900,000           891,486
   12-28-00       6.45         9,000,000         8,903,026
Total                                          131,204,082

Commercial paper (1.1%)
AT&T
   11-10-00       6.49         2,400,000         2,395,469
Charta
   01-10-01       6.64      2,500,000(d)         2,467,212
Illinois Tool Works
   11-30-00       6.53           900,000           895,132
Verizon Communications
   12-04-00       6.52         4,200,000         4,174,296
Wal-Mart Stores
   11-06-00       6.56      7,900,000(d)         7,891,376
Windmill Funding
   11-09-00       6.51      2,900,000(d)         2,895,287
Total                                           20,718,772

Total short-term securities
(Cost: $151,956,293)                          $151,922,854

Total investments in securities
(Cost: $1,844,302,138)(e)                   $1,897,573,270

See accompanying notes to investments in securities.



<PAGE>


Notes to investments in securities

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

(b) Non-income producing.

(c) Foreign security values are stated in U.S. dollars.

(d) Commercial paper sold within terms of a private placement memorandum, exempt
    from  registration  under  Section 4(2) of the  Securities  Act of 1933,  as
    amended,  and  may be  sold  only  to  dealers  in  that  program  or  other
    "accredited investors." This security has been determined to be liquid under
    guidelines established by the board.

(e) At Oct. 31, 2000, the cost of securities for federal income tax purposes was
    $1,850,331,310   and  the  aggregate  gross   unrealized   appreciation  and
    depreciation based on that cost was:

    Unrealized appreciation                                $ 182,500,533
    Unrealized depreciation                                 (135,258,573)
                                                            ------------
    Net unrealized appreciation                           $   47,241,960
                                                          --------------

<PAGE>

Independent Auditors' Report

THE BOARD AND SHAREHOLDERS
AXP GLOBAL SERIES, INC.

We have  audited the  accompanying  statement of assets and  liabilities  of AXP
Innovations  Fund (a series of AXP Global Series,  Inc.) as of October 31, 2000,
the related  statement of operations for the year then ended,  the statements of
changes in net assets for each of the years in the two-year period ended October
31, 2000, and the financial  highlights for the three-year  period ended October
31, 2000 and for the period from November 13, 1996  (commencement of operations)
to October 31, 1997. 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.  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  Innovations  Fund as of
October 31, 2000, and the results of its  operations,  changes in its net assets
and the  financial  highlights  for  each of the  periods  stated  in the  first
paragraph above, in conformity with accounting  principles generally accepted in
the United States of America.

/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
AXP Innovations Fund

Oct. 31, 2000

Assets
<S>                                               <C>                                       <C>
Investments in World Technologies Portfolio (Note 1)                                        $461,129,234
Expense receivable from AEFC                                                                     130,158
                                                                                                 -------
Total assets                                                                                 461,259,392
                                                                                             -----------

Liabilities
Accrued distribution fee                                                                           5,796
Accrued transfer agency fee                                                                        1,404
Accrued administrative services fee                                                                  698
Other accrued expenses                                                                           155,919
                                                                                                 -------
Total liabilities                                                                                163,817
                                                                                                 -------
Net assets applicable to outstanding capital stock                                          $461,095,575
                                                                                            ============

Represented by
Capital stock-- $.01 par value (Note 1)                                                     $    904,537
Additional paid-in capital                                                                   469,706,570
Accumulated net realized gain (loss) (Note 6)                                                (21,031,088)
Unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies                         11,515,556
                                                                                              ----------
Total-- representing net assets applicable to outstanding capital stock                     $461,095,575
                                                                                            ============
Net assets applicable to outstanding shares:               Class A                          $319,164,075
                                                           Class B                          $138,544,836
                                                           Class C                          $  3,298,488
                                                           Class Y                          $     88,176
Net asset value per share of outstanding capital stock:    Class A shares     60,689,523    $       5.26
                                                           Class B shares     29,055,251    $       4.77
                                                           Class C shares        692,081    $       4.77
                                                           Class Y shares         16,809    $       5.25
                                                                                  ------    ------------

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations
AXP Innovations Fund

Year ended Oct. 31, 2000

Investment income
Income:
<S>                                                                                         <C>
Dividends                                                                                   $      9,970
Interest                                                                                       1,315,015
   Less foreign taxes withheld                                                                    (3,131)
                                                                                                  ------
Total income                                                                                   1,321,854
                                                                                               ---------
Expenses (Note 2):
Expenses allocated from World Technologies Portfolio                                           1,155,265
Distribution fee
   Class A                                                                                       270,310
   Class B                                                                                       409,951
   Class C                                                                                         4,977
Transfer agency fee                                                                              310,192
Incremental transfer agency fee
   Class A                                                                                        24,450
   Class B                                                                                        17,718
   Class C                                                                                           280
Service fee-- Class Y                                                                                 26
Administrative services fees and expenses                                                         91,651
Compensation of board members                                                                      2,286
Printing and postage                                                                              86,800
Registration fees                                                                                215,405
Audit fees                                                                                         5,000
Other                                                                                              7,941
                                                                                                   -----
Total expenses                                                                                 2,602,252
   Less expenses voluntarily reimbursed by AEFC (Note 2)                                        (350,509)
                                                                                                --------
                                                                                               2,251,743
   Earnings credits on cash balances (Note 2)                                                     (6,158)
                                                                                                  ------
Total net expenses                                                                             2,245,585
                                                                                               ---------
Investment income (loss)-- net                                                                  (923,731)
                                                                                                --------

Realized and unrealized gain (loss) -- net Net realized gain (loss) on:
   Security transactions                                                                     (13,470,764)
   Options contracts written                                                                   1,304,466
                                                                                               ---------
Net realized gain (loss) on investments                                                      (12,166,298)
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies                          7,561,646
                                                                                               ---------
Net gain (loss) on investments and foreign currencies                                         (4,604,652)
                                                                                              ----------
Net increase (decrease) in net assets resulting from operations                             $ (5,528,383)
                                                                                            ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statements of changes in net assets
AXP Innovations Fund

Year ended Oct. 31,                                                               2000            1999

Operations and distributions
<S>                                                                            <C>             <C>
Investment income (loss) -- net                                                $ (923,731)     $ (60,544)
Net realized gain (loss) on investments                                       (12,166,298)     1,375,001
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies           7,561,646      2,778,956
                                                                                ---------      ---------
Net increase (decrease) in net assets resulting from operations                (5,528,383)     4,093,413
                                                                               ----------      ---------
Distributions to shareholders from:
   Net realized gain
      Class A                                                                    (915,066)            --
      Class B                                                                     (27,931)            --
      Class Y                                                                     (27,725)            --
   Tax return of capital
      Class A                                                                  (8,349,632)            --
      Class B                                                                    (254,856)            --
      Class Y                                                                    (252,980)            --
                                                                                 --------
Total distributions                                                            (9,828,190)            --
                                                                               ----------

Capital share transactions (Note 3)
Proceeds from sales
   Class A shares (Notes 2 and 5)                                             357,455,224             --
   Class B shares                                                             146,420,757             --
   Class C shares                                                               3,572,743             --
   Class Y shares                                                                  95,903             --
Reinvestment of distributions at net asset value
   Class A shares                                                               9,264,698             --
   Class B shares                                                                 282,787             --
   Class Y shares                                                                 280,705             --
Payments for redemptions
   Class A shares                                                             (44,738,915)            --
   Class B shares (Note 2)                                                     (3,674,884)            --
   Class C shares (Note 2)                                                        (29,954)            --
   Class Y shares                                                                (357,630)            --
                                                                                 --------
Increase (decrease) in net assets from capital share transactions             468,571,434             --
                                                                              -----------
Total increase (decrease) in net assets                                       453,214,861      4,093,413
Net assets at beginning of year                                                 7,880,714      3,787,301
                                                                                ---------      ---------
Net assets at end of year                                                    $461,095,575     $7,880,714
                                                                             ------------     ----------

See accompanying notes to financial statements.

</TABLE>

<PAGE>

Notes to Financial Statements
AXP Innovations Fund

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AXP Innovations  Fund (a series of AXP Global Series,  Inc.) is registered under
the  Investment  Company  Act of 1940 (as  amended) as a  diversified,  open-end
management investment company. AXP Global Series, Inc. has 10 billion authorized
shares of  capital  stock that can be  allocated  among the  separate  series as
designated by the board.

Prior to April 19, 2000, the Fund had not engaged in a broad public  offering of
its shares. American Express Financial Corporation (AEFC) was the only investor.

Class C shares of the fund were offered to the public on June 26, 2000. Prior to
this date,  AEFC purchased 384 shares of capital stock,  which  represented  the
initial capital in Class C at $5.21 per share.

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.

Investment in World Technologies Portfolio
The  Fund  invests  all of its  assets  in  World  Technologies  Portfolio  (the
Portfolio),  a series of World Trust (the Trust), an open-end investment company
that has the same objectives as the Fund. World  Technologies  Portfolio invests
in technology common stocks.

The Fund  records  daily  its  share of the  Portfolio's  income,  expenses  and
realized  and  unrealized  gains and losses.  The  financial  statements  of the
Portfolio  are  included  elsewhere  in  this  report  and  should  be  read  in
conjunction with the Fund's financial statements.

The Fund records its  investment  in the Portfolio at the value that is equal to
the Fund's  proportionate  ownership interest in the Portfolio's net assets. The
percentage  of the  Portfolio  owned by the Fund as of Oct. 31, 2000 was 99.98%.
Valuation  of  securities  held by the  Portfolio  is discussed in Note 1 of the
Portfolio's "Notes to financial statements" (included elsewhere in this report).

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.

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 the  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,  the  recognition of certain foreign  currency gains
(losses) as ordinary income (loss) for tax purposes,  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 increased by $933,489
and  accumulated  net realized loss has been increased by $6,142  resulting in a
net  reclassification  adjustment  to  decrease  additional  paid-in  capital by
$927,347.

Dividends to shareholders
An annual dividend from net investment  income,  declared and paid at the end of
the calendar year,  when  available,  is reinvested in additional  shares of the
Fund at net asset value or payable in cash.  Capital gains, when available,  are
distributed  along with the income  dividend.  A capital gain  distribution  was
declared and distributed to the single corporate  shareholder prior to the broad
public offering.

2. EXPENSES AND SALES CHARGES
In addition to the expenses  allocated from the Portfolio,  the Fund accrues its
own expenses as follows:

The Fund has an agreement with AEFC to provide administrative services. 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  0.06% to 0.035%  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 $19.00
o Class C $19.50
o Class B $20.00
o Class Y $17.00

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.

AEFC has agreed to waive certain fees and to absorb  certain other of the Fund's
expenses until Oct. 31, 2000.  Under this  agreement,  the Fund's total expenses
will not  exceed  1.35%  for Class A,  2.10% for Class B,  2.10% for Class C and
1.35% for Class Y of the Fund's average daily net assets.  In addition,  for the
year ended Oct. 31, 2000, AEFC further  voluntarily agreed to waive certain fees
and expenses to 1.24%,  2.01%,  2.01% and .94% for Class A, Class B, Class C and
Class Y, respectively.

Sales charges  received by the  Distributor  for  distributing  Fund shares were
$2,873,416  for Class A and $17,624 for Class B for the year ended Oct. 31, 2000
and $242 for Class C for the period ended Oct. 31, 2000.

During the year ended Oct.  31,  2000,  the  Fund's  transfer  agency  fees were
reduced by $6,158 as a result of earnings credits from overnight cash balances.

3. CAPITAL SHARE TRANSACTIONS
Transactions  in shares of capital  stock for the period  from April 19, 2000 to
Oct. 31, 2000 are as follows:

                               Class A      Class B     Class C     Class Y
Sold                         66,739,589   29,692,979    698,058      16,809
Issued for
  reinvested distributions    1,695,924       56,694         --      51,383
Redeemed                     (8,405,990)    (714,422)    (5,977)    (71,383)
Net increase (decrease)      60,029,523   29,035,251    692,081      (3,191)

Prior to April 19, 2000,  shares of the Fund were not publicly  available  (AEFC
owned  100% of the  outstanding  shares).

4. 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 Oct. 31,
2000.

5. FUND MERGER
As of close of business on July 14,  2000,  AXP  Innovations  Fund  acquired the
assets and assumed the identified  liabilities of Strategist World  Technologies
Fund.

The  aggregate  net  assets  of AXP  Innovations  Fund  immediately  before  the
acquisition were $287,671,349.

The  merger  was  accomplished  by a  tax-free  exchange  of  225,987  shares of
Strategist World Technologies Fund valued at $2,199,768.

In exchange for the Strategist  World  Technologies  Fund shares and net assets,
AXP Innovations Fund issued the following number of shares:

                                                  Shares              Net assets
Class A                                          354,082              $2,199,768

Strategist  World  Technologies  Fund's  net  assets at that date  consisted  of
capital stock of $1,749,611 and unrealized appreciation of $450,157.

6. CAPITAL LOSS CARRY-OVER
For  federal  income tax  purposes  the Fund had a capital  loss  carry-over  of
$10,907,404  as of Oct.  31,  2000,  that will  expire in 2008 if not  offset by
capital gains. 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.

<PAGE>
<TABLE>
<CAPTION>

7. FINANCIAL HIGHLIGHTS
The tables below show certain important financial information for evaluating the
Fund's results.

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                            Class A

                                                                       2000           1999            1998          1997(b)

<S>                                                                  <C>             <C>             <C>            <C>
Net asset value, beginning of period                                 $11.27          $5.41           $5.27          $5.00

Income from investment operations:

Net investment income (loss)                                           (.01)          (.08)           (.07)          (.06)

Net gains (losses) (both realized and unrealized)                      7.05           5.94             .21            .33

Total from investment operations                                       7.04           5.86             .14            .27

Less distributions:

Distributions from realized gains                                     (1.29)            --              --             --

Tax return of capital(g)                                             (11.76)            --              --             --

Total distributions                                                  (13.05)            --              --             --

Net asset value, end of period                                        $5.26         $11.27           $5.41          $5.27

Ratios/supplemental data:

Net assets, end of period (in thousands)                           $319,164         $7,435          $3,572         $3,476

Ratio of expenses to average daily net assets(c,d)                    1.24%          1.11%           1.33%          1.35%(e)

Ratio of net investment income (loss) to average daily net assets     (.38%)        (1.01%)         (1.29%)        (1.26%)(e)

Portfolio turnover rate (excluding short-term securities)              116%           113%            200%           164%

Total return(f)                                                      66.58%        108.32%           2.68%          5.38%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date. Period from Nov. 13, 1996 to Oct. 31, 1997.
(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 1.45%,  1.22%, 1.63% and 2.36% for
    the periods ending 2000, 1999, 1998 and 1997, respectively.
(d) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credit on cash balances.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.
(g) A distribution payable to a single corporate shareholder.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                            Class B

<S>                                                                    <C>            <C>             <C>           <C>
                                                                       2000           1999            1998          1997(b)

Net asset value, beginning of period                                 $11.02          $5.33           $5.23          $5.00

Income from investment operations:

Net investment income (loss)                                           (.04)          (.14)           (.11)          (.09)

Net gains (losses) (both realized and unrealized)                      6.84           5.83             .21            .32

Total from investment operations                                       6.80           5.69             .10            .23

Less distributions:

Distributions from realized gains                                     (1.29)            --              --             --

Tax return of capital(g)                                             (11.76)            --              --             --

Total distributions                                                  (13.05)            --              --             --

Net asset value, end of period                                        $4.77         $11.02           $5.33          $5.23

Ratios/supplemental data:

Net assets, end of period (in thousands)                           $138,545           $220            $107           $105

Ratio of expenses to average daily net assets(c,d)                    2.01%          1.86%           2.08%          2.10%(e)

Ratio of net investment income (loss) to average daily net assets    (1.16%)        (1.76%)         (2.04%)        (2.00%)(e)

Portfolio turnover rate (excluding short-term securities)              116%           113%            200%           164%

Total return(f)                                                      65.25%        106.72%           1.91%          4.62%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date. Period from Nov. 13, 1996 to Oct. 31, 1997.
(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 2.26%,  1.97%, 2.38% and 3.11% for
    the periods ending 2000, 1999, 1998 and 1997, respectively.
(d) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.
(g) A distribution payable to a single corporate shareholder.

</TABLE>

<PAGE>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                     Class C

                                                                      2000(b)

Net asset value, beginning of period                                  $5.05

Income from investment operations:

Net investment income (loss)                                           (.01)

Net gains (losses) (both realized and unrealized)                      (.27)

Total from investment operations                                       (.28)

Less distributions:

Distributions from realized gains                                        --

Net asset value, end of period                                        $4.77

Ratios/supplemental data:

Net assets, end of period (in thousands)                             $3,298

Ratio of expenses to average daily net assets(c,d)                    2.01%(e)

Ratio of net investment income (loss) to average daily net assets    (1.17%)(e)

Portfolio turnover rate (excluding short-term securities)              116%

Total return(f)                                                      (5.54%)

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date was June 26, 2000.
(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 2.26% for the period ending 2000.
(d) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.

<PAGE>
<TABLE>
<CAPTION>

Fiscal period ended Oct. 31,

Per share income and capital changes(a)

                                                                                            Class Y

                                                                       2000           1999            1998          1997(b)

<S>                                                                  <C>             <C>             <C>            <C>
Net asset value, beginning of period                                 $11.27          $5.41           $5.27          $5.00

Income from investment operations:

Net investment income (loss)                                             --           (.08)           (.07)          (.06)

Net gains (losses) (both realized and unrealized)                      7.03           5.94             .21            .33

Total from investment operations                                       7.03           5.86             .14            .27

Less distributions:

Distributions from realized gains                                     (1.29)            --              --             --

Tax return of capital(g)                                             (11.76)            --              --             --

Total distributions                                                  (13.05)            --              --             --

Net asset value, end of period                                        $5.25         $11.27           $5.41          $5.27

Ratios/supplemental data:

Net assets, end of period (in thousands)                                $88           $225            $108           $105

Ratio of expenses to average daily net assets(c,d)                     .94%          1.11%           1.33%          1.35%(e)

Ratio of net investment income (loss) to average daily net assets     (.80%)        (1.01%)         (1.29%)        (1.25%)(e)

Portfolio turnover rate (excluding short-term securities)              116%           113%            200%           164%

Total return(f)                                                      66.27%        108.32%           2.68%          5.38%

(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Inception date. Period from Nov. 13, 1996 to Oct. 31, 1997.
(c) AEFC  reimbursed  the Fund for certain  expenses.  Had AEFC not done so, the
    annual ratios of expenses would have been 1.19%,  1.12%, 1.63% and 2.36% for
    the periods ending 2000, 1999, 1998 and 1997, respectively.
(d) Expense  ratio is based on total  expenses of the Fund before  reduction  of
    earnings credits on cash balances.
(e) Adjusted to an annual basis.
(f) Total return does not reflect payment of a sales charge.
(g) A distribution payable to a single corporate shareholder.

Prior to April 19, 2000, the Fund had not engaged in a broad public  offering of
its shares, or been subject to redemption requests. It had sold shares only to a
single  investor.  One factor impacting the Fund's 2000 and 1999 performance was
the high concentration in technology investments,  particularly in securities of
internet and communication companies. These investments performed well and had a
greater effect on the Fund's performance than similar  investments made by other
funds because of high concentration, the lack of cash flows and the smaller size
of the Fund.  There is no  assurance  that the Fund's  future  investments  will
result in the same level of performance.

</TABLE>

<PAGE>

Independent Auditors' Report

THE BOARD OF TRUSTEES AND UNITHOLDERS
WORLD TRUST

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments in securities,  of World  Technologies  Portfolio (a
series of World  Trust) as of  October  31,  2000,  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  ended  October 31,  2000.  These
financial  statements  are  the  responsibility  of  portfolio  management.  Our
responsibility  is to express an opinion on these financial  statements 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 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
October 31, 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 World Technologies Portfolio as
of October 31, 2000,  and the results of its  operations  and the changes in its
net assets for the periods stated in the first  paragraph  above,  in conformity
with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
December 1, 2000

<PAGE>
<TABLE>
<CAPTION>

Financial Statements

Statement of assets and liabilities
World Technologies Portfolio

Oct. 31, 2000

Assets

Investments in securities, at value (Note 1)
<S>                 <C>                                                                                      <C>
   (identified cost $475,168,339)                                                                            $486,515,255
Cash in bank on demand deposit                                                                                    135,906
Dividends and accrued interest receivable                                                                           4,375
Receivable for investment securities sold                                                                      13,725,115
                                                                                                               ----------
Total assets                                                                                                  500,380,651
                                                                                                              -----------

Liabilities
Payable for investment securities purchased                                                                    14,573,153
Payable upon return of securities loaned (Note 4)                                                              24,442,900
Accrued investment management services fee                                                                          8,569
Other accrued expenses                                                                                             17,755
Options contracts written, at value (premium received $294,528) (Note 5)                                          123,750
                                                                                                                  -------
Total liabilities                                                                                              39,166,127
                                                                                                               ----------
Net assets                                                                                                   $461,214,524
                                                                                                             ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Statement of operations

World Technologies Portfolio
Year ended Oct. 31, 2000

Investment income
Income:
<S>                                                                                                          <C>
Dividends                                                                                                    $     10,150
Interest                                                                                                        1,318,805
   Less foreign taxes withheld                                                                                     (3,133)
                                                                                                                   ------
Total income                                                                                                    1,325,822
                                                                                                                ---------
Expenses (Note 2):
Investment management services fee                                                                              1,122,097
Compensation of board members                                                                                       2,494
Custodian fees                                                                                                     26,826
Audit fees                                                                                                         15,000
Other                                                                                                               3,390
                                                                                                                    -----
Total expenses                                                                                                  1,169,807
   Earnings credits on cash balances (Note 2)                                                                      (4,075)
                                                                                                                   ------
Total net expenses                                                                                              1,165,732
                                                                                                                ---------
Investment income (loss) -- net                                                                                   160,090
                                                                                                                  -------

Realized and unrealized gain (loss) -- net
Net realized gain (loss) on:
   Security transactions (Note 3)                                                                             (12,355,372)
   Options contracts written (Note 5)                                                                           1,310,042
                                                                                                                ---------
Net realized gain (loss) on investments                                                                       (11,045,330)
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies                                           7,514,286
                                                                                                                ---------
Net gain (loss) on investments and foreign currencies                                                          (3,531,044)
                                                                                                               ----------
Net increase (decrease) in net assets resulting from operations                                              $ (3,370,954)
                                                                                                             ============


Statements of changes in net assets

World Technologies Portfolio
Year ended Oct. 31,                                                                       2000                    1999

Operations
Investment income (loss)-- net                                                       $    160,090              $  (66,173)
Net realized gain (loss) on investments                                               (11,045,330)              1,571,242
Net change in unrealized appreciation (depreciation) on investments
   and on translation of assets and liabilities in foreign currencies                   7,514,286               3,175,172
                                                                                        ---------               ---------
Net increase (decrease) in net assets resulting from operations                        (3,370,954)              4,680,241
Net contributions (withdrawals) from partners                                         455,562,304                 (14,965)
                                                                                      -----------                 -------
Total increase (decrease) in net assets                                               452,191,350               4,665,276
Net assets at beginning of year                                                         9,023,174               4,357,898
                                                                                        ---------               ---------
Net assets at end of year                                                            $461,214,524              $9,023,174
                                                                                     ============              ==========

See accompanying notes to financial statements.

</TABLE>

<PAGE>

Notes to Financial Statements
World Technologies Portfolio

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
World  Technologies  Portfolio  (the  Portfolio) is a series of World Trust (the
Trust) and is registered  under the Investment  Company Act of 1940 (as amended)
as a diversified,  open-end management  investment  company.  World Technologies
Portfolio   invests  in  common  stocks  of  companies  within  the  information
technology  sector.  The  Declaration  of Trust  permits  the  Trustees to issue
non-transferable interests in the Portfolio.

The Portfolio'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 Portfolio may buy and write options traded on
any U.S. or foreign exchange or in the over-the-counter  market where completing
the  obligation  depends  upon the  credit  standing  of the  other  party.  The
Portfolio  also 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 Portfolio gives up the opportunity for
profit if the market price of the security increases.  The risk in writing a put
option  is that  the  Portfolio  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 Portfolio  pays a premium  whether or not the option is exercised.  The
Portfolio also has the  additional  risk of being unable to enter into a closing
transaction if a liquid secondary market does not exist.

Option  contracts  are  valued  daily at the  closing  prices  on their  primary
exchanges and unrealized appreciation or depreciation is recorded. The Portfolio
will realize a gain or loss when the option transaction  expires or closes. When
an option is  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 Portfolio may buy
and sell financial futures contracts traded on any U.S. or foreign exchange. The
Portfolio  also  may buy and  write  put  and  call  options  on  these  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  Portfolio 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 Portfolio  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  Portfolio  recognizes  a realized  gain or loss when the
contract is closed or expires.

Foreign currency translations and foreign currency contracts
Securities and other assets and  liabilities  denominated in foreign  currencies
are translated daily into U.S. dollars.  Foreign currency amounts related to the
purchase or sale of  securities  and income and expenses are  translated  at the
exchange rate on the transaction date. The effect of changes in foreign exchange
rates on realized  and  unrealized  security  gains or losses is  reflected as a
component of such gains or losses. In the statement of operations,  net realized
gains or losses from foreign currency transactions, if any, may arise from sales
of foreign currency, closed forward contracts, exchange gains or losses realized
between the trade date and settlement date on securities transactions, and other
translation   gains  or  losses  on  dividends,   interest  income  and  foreign
withholding taxes.

The Portfolio may enter into forward  foreign  currency  exchange  contracts for
operational  purposes and to protect against adverse exchange rate  fluctuation.
The net U.S.  dollar  value  of  foreign  currency  underlying  all  contractual
commitments held by the Portfolio and the resulting  unrealized  appreciation or
depreciation  are  determined  using  foreign  currency  exchange  rates from an
independent  pricing  service.  The Portfolio is subject to the credit risk that
the other party will not complete its contract obligations.

Illiquid securities
As of Oct.  31,  2000,  investments  in  securities  included  issues  that were
illiquid which the Portfolio  currently  limits to 10% of net assets,  at market
value,  at the time of purchase.  The aggregate  value of such  securities as of
Oct.  31, 2000 was  $5,139,546  representing  1.11% of net assets.  According to
board guidelines,  certain  unregistered  securities are determined to be liquid
and are not included within the 10% limitation specified above.


Securities purchased on a forward-commitment basis
Delivery and payment for securities that have been purchased by the Portfolio on
a  forward-commitment  basis  can  take  place  one  month  or  more  after  the
transaction  date. The Portfolio  designates cash or liquid  securities at least
equal to the amount of its  commitment.  As of Oct. 31, 2000,  the Portfolio had
entered into outstanding forward-commitments of $1,750,000.

Federal taxes
For federal  income tax purposes the Portfolio  qualifies as a  partnership  and
each  investor  in the  Portfolio  is treated as the owner of its  proportionate
share of the net assets, income,  expenses and realized and unrealized gains and
losses of the Portfolio.  As a "pass-through"  entity,  the Portfolio  therefore
does not pay any income dividends or capital gain distributions.

Other
Security  transactions are accounted for on the date securities are purchased or
sold. Dividend income is recognized on the ex-dividend date and interest income,
including level-yield amortization of premium and discount, is accrued daily.

2. FEES AND EXPENSES
The Trust,  on behalf of the Portfolio,  has an Investment  Management  Services
Agreement  with  AEFC to  manage  its  portfolio.  Under  this  agreement,  AEFC
determines which securities will be purchased,  held or sold. The management fee
is a  percentage  of the  Portfolio's  average  daily  net  assets  in  reducing
percentages from 0.72% to 0.595% annually.

Under the  agreement,  the Trust  also pays  taxes,  brokerage  commissions  and
nonadvisory  expenses,  which include  custodian  fees,  audit and certain legal
fees,  fidelity bond premiums,  registration  fees for units,  office  expenses,
consultants'  fees,  compensation of trustees,  corporate filing fees,  expenses
incurred in connection with lending  securities of the Portfolio,  and any other
expenses properly payable by the Trust or Portfolio and approved by the board.

During the year ended Oct. 31, 2000, the Portfolio's custodian fees were reduced
by $4,075 result of earnings credits from overnight cash balances. The Portfolio
also pays  custodian  fees to American  Express Trust  Company,  an affiliate of
AEFC.

According to a Placement Agency Agreement,  American Express Financial  Advisors
Inc. acts as placement agent of the Trust's units.

3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities  (other than  short-term
obligations)  aggregated  $586,969,487 and $177,618,108,  respectively,  for the
year ended Oct. 31, 2000. For the same period,  the portfolio  turnover rate was
116%. Realized gains and losses are determined on an identified cost basis.

Brokerage  commissions paid to brokers affiliated with AEFC were $22,290 for the
year ended Oct. 31, 2000.

4. LENDING OF PORTFOLIO SECURITIES
As of Oct. 31, 2000,  securities  valued at $24,689,750 were on loan to brokers.
For collateral, the Portfolio received $24,442,900 in cash. As of Oct. 31, 2000,
due to fluctuating market conditions,  the Fund requested additional  collateral
which was received on Nov. 1, 2000.  Income from securities  lending amounted to
$44,270  for the year  ended  Oct.  31,  2000.  The  risks to the  Portfolio  of
securities lending are that the borrower may not provide  additional  collateral
when required or return the securities when due.

5. OPTIONS CONTRACTS WRITTEN
Contracts and premium amounts  associated with options  contracts  written is as
follows:

                                            Year ended Oct. 31, 2000
                                           Puts                  Calls
                                  Contracts    Premium   Contracts    Premium
Balance Oct. 31, 1999                 --   $       --         --   $       --
Opened                             3,200    1,304,267      1,415    1,231,930
Closed                            (1,100)    (513,000)      (690)    (595,910)
Exercised                           (650)    (173,646)      (575)    (470,851)
Expired                           (1,250)    (443,414)       (50)     (44,848)
Balance Oct. 31, 2000                200   $  174,207        100   $  120,321

See "Summary of significant accounting policies."

<PAGE>
<TABLE>
<CAPTION>

Investments in Securities
World Technologies Portfolio
Oct. 31, 2000

(Percentages represent value of investments compared to net assets)

Common stocks (87.3%)
Issuer                                                                                     Shares         Value(a)

Aerospace & defense (4.0%)
<S>                                                                                      <C>           <C>
Aeroflex                                                                                 306,8S00(b)   $18,254,600

Communications equipment & services (21.0%)
Brocade Communications Systems                                                            15,000(b)      3,410,625
Cable & Wireless ADR                                                                       9,018(c)        388,338
CIENA                                                                                    130,000(b)     13,666,249
Corning                                                                                   17,400         1,331,100
DMC Stratex Networks                                                                     200,000(b)      4,625,000
EchoStar Communications Cl A                                                             137,500(b)      6,221,875
Elastic Networks                                                                         340,000(b,g)    2,103,750
Equinix                                                                                  120,000(b)      1,170,000
Finisar                                                                                   60,000(b)      1,728,750
JDS Uniphase                                                                              35,000(b)      2,848,125
Marvell Technology Group                                                                  59,000(b,c,g)  3,289,250
Netro                                                                                     76,900(b)      1,677,381
New Focus                                                                                 59,000(b)      3,746,500
Nortel Networks                                                                          175,000(c)      7,962,500
ONI Systems                                                                               40,000(b,g)    3,242,500
Powerwave Technologies                                                                   276,900(b)     13,325,813
REMEC                                                                                    125,000(b)      3,726,563
SDL                                                                                       68,100(b)     17,654,924
SignalSoft                                                                               150,000(b)      4,265,625
Sonus Networks                                                                            30,000(b)      1,035,000
Total                                                                                                   97,419,868

Computer software & services (15.5%)
Akamai Technologies                                                                      140,300(b,g)    7,155,300
Ariba                                                                                     55,000(b)      6,950,625
Edwards (JD) & Co                                                                         95,000(b)      2,458,125
Microsoft                                                                                 15,600(b)      1,074,450
Oracle                                                                                   273,000(b)      9,009,000
PeopleSoft                                                                                98,400(b)      4,295,109
Phone.com                                                                                 71,000(b)      6,571,938
Portal Software                                                                           70,300(b)      2,473,681
VeriSign                                                                                  43,500(b,f)    5,742,000
Veritas Software                                                                         165,000(b)     23,267,578
WebMethods                                                                                30,000(b,g)    2,666,250
Total                                                                                                   71,664,056

Computers & office equipment (21.0%)
BEA Systems                                                                              304,500(b)     21,847,874
Cisco Systems                                                                            187,500(b)     10,101,562
Computer Network Technology                                                              275,000(b)      8,357,422
EMC                                                                                       56,000(b)      4,987,500
Emulex                                                                                    80,000(b,f)   11,749,999
Extreme Networks                                                                          50,000(b)      4,146,875
Gemstar-TV Guide Intl                                                                     40,000(b)      2,742,500
McDATA Cl B                                                                               50,000(b)      4,167,969
NetIQ                                                                                     40,000(b)      3,445,000
Network Appliance                                                                         11,500(b)      1,368,500
Predictive Systems                                                                       150,000(b)      2,081,250
Redback Networks                                                                          25,000(b)      2,660,938
SERENA Software                                                                           75,000(b)      3,815,625
Software.com                                                                              20,000(b)      2,980,000
Solectron                                                                                108,600(b)      4,778,400
Sun Microsystems                                                                          39,500(b)      4,379,563
Vastera                                                                                  174,500(b,g)    3,097,375
Total                                                                                                   96,708,352

Electronics (17.7%)
Alpha Inds                                                                               100,000(b)      3,987,500
Applied Micro Circuits                                                                   150,000(b)     11,456,250
Arrow Electronics                                                                         46,600(b)      1,491,200
Atmel                                                                                    100,000(b)      1,493,750
Avanex                                                                                    45,000(b,g)    4,570,313
Celestica                                                                                 55,000(b,c)    3,953,125
DDi                                                                                      110,000(b)      4,393,125
Exar                                                                                      37,200(b)      1,662,375
Flextronics Intl                                                                          69,800(b,c)    2,652,400
Galileo Technology                                                                        73,000(b,c)    1,980,125
GlobeSpan                                                                                 15,950(b)      1,227,153
Integrated Circuit Systems                                                                80,000(b)      1,090,000
Integrated Device Technology                                                              26,800(b)      1,509,175
LSI Logic                                                                                 95,000(b)      3,123,125
Newport                                                                                   14,000         1,598,844
Pericom Semiconductor                                                                     49,600(b)      1,314,400
PMC-Sierra                                                                               115,000(b)     19,492,499
Siliconix                                                                                 50,000(b)      2,162,500
Taiwan Semiconductor Mfg ADR                                                              79,992(b,c)    1,814,819
TTM Technologies                                                                         225,500(b)      4,510,000
Veeco Instruments                                                                         50,000(b)      3,310,156
Vitesse Semiconductor                                                                     40,000(b)      2,797,500
Total                                                                                                   81,590,334

Energy (0.1%)
Southern Energy                                                                            8,850(b)        241,163

Leisure time & entertainment (1.2%)
Concord Camera                                                                           175,000(b)      5,414,063

Media (1.0%)
Univision Communications Cl A                                                            120,000(b)      4,590,000

Miscellaneous (3.7%)
Airspan Networks                                                                         330,000(b,c)    1,804,688
CacheFlow                                                                                 15,000(b)      1,620,000
Click Commerce                                                                           100,000(b)      2,862,500
Mobility Electronics                                                                     230,000(b)      1,667,500
Network Engines                                                                          100,000(b)      3,125,000
Oplink Communications                                                                     20,000(b)        487,500
Synplicity                                                                               422,000(b,g)    5,327,750
Total                                                                                                   16,894,938

Utilities -- telephone (2.2%)
Allegiance Telecom                                                                       184,500(b)      5,800,219
Level 3 Communications                                                                    90,000(b)      4,291,875
Total                                                                                                   10,092,094

Total common stocks
(Cost: $391,262,669)                                                                                  $402,869,468

Preferred stocks (1.1%)(b,h)
Issuer                                                                                      Shares        Value(a)

Adaytum Software                                                                             95,694       $600,001
Bluestream Ventures LP                                                                    2,500,000(e,f) 2,500,000
Covia Technologies
   Cv                                                                                       232,502        582,650
Equinix
   Cv                                                                                        26,525        206,895
Gorp.com
   5.15% Series B                                                                            97,087        499,999
Tellium                                                                                      15,000        450,000
Vcommerce
   Cv Series C                                                                               64,378        300,001

Total preferred stocks
(Cost: $5,332,648)                                                                                      $5,139,546

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Bond (1.1%)
Issuer                                                                     Coupon         Principal       Value(a)
                                                                             rate            amount

Mayan Networks
<S>   <C>                                                                   <C>          <C>            <C>
   11-01-05                                                                 5.25%        $5,000,000(d)  $5,000,000

Total bond
(Cost: $5,000,000)                                                                                      $5,000,000

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Options purchased (--%)
Issuer                                                 Contracts         Exercise        Expiration       Value(a)
                                                                           price            date

Calls
<S>                                                       <C>                 <C>              <C>        <C>
Microsoft                                                 10,000              $70         Jan. 2002       $133,125
SDL                                                        5,000              280         Nov. 2000         67,500

Total options purchased
(Cost: $247,075)                                                                                          $200,625

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Short-term securities (15.9%)(f)
Issuer                                                                    Annualized        Amount        Value(a)
                                                                        yield on date     payable at
                                                                         of purchase       maturity

U.S. government agencies (13.8%)
Federal Home Loan Bank Disc Nts
<S>   <C>                                                                    <C>         <C>            <C>
   11-01-00                                                                  6.40%       $6,700,000     $6,698,809
   11-24-00                                                                  6.48        23,300,000     23,199,810
Federal Home Loan Mtge Corp Disc Nts
   12-06-00                                                                  6.40         5,000,000      4,968,200
   12-19-00                                                                  6.43         5,000,000      4,956,648
   12-19-00                                                                  6.44         3,800,000      3,766,975
Federal Natl Mtge Assn Disc Nts
   12-19-00                                                                  6.42        10,000,000      9,910,847
   12-20-00                                                                  6.41         5,000,000      4,954,375
   12-28-00                                                                  6.46         5,000,000      4,946,125
Total                                                                                                   63,401,789

Commercial paper (2.1%)
Deutsche Bank Financial
   01-19-01                                                                  6.65         3,000,000      2,955,667
Paccar Financial
   12-29-00                                                                  6.55         2,000,000      1,978,760
Verizon Network Funding
   12-04-00                                                                  6.52         5,000,000      4,969,400
Total                                                                                                    9,903,827

Total short-term securities
(Cost: $73,325,947)                                                                                    $73,305,616

Total investments in securities
(Cost: $475,168,339)(i)                                                                               $486,515,255

See accompanying notes to investments in securities.

</TABLE>

<PAGE>

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

(b) Non-income producing.

(c) Foreign security values are stated in U.S. dollars. As of Oct. 31, 2000, the
value of foreign securities represented 5.17% of net assets.

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(e)  The  share  amount  for  Limited  Liability   Companies  (LLC)  or  Limited
Partnerships (LP) represents capital contributions. At Oct. 31, 2000, the amount
of capital committed to the LLC or LP for future investment was $1,750,000.

(f) At Oct. 31, 2000,  cash or short-term  securities  were  designated to cover
open put options written as follows (see Note 5 to the financial statements):

   Issuer                    Contracts   Exercise  Expiration   Value(a)
                                           price      date
   CIENA                        50        $ 75     Nov. 2000     $ 6,406
   Juniper Networks             50         120     Nov. 2000       9,063
   SDL                          50         210     Nov. 2000      22,813
   SDL                          50         155     Dec. 2000      13,438
   Total value                                                   $51,720

At Oct. 31, 2000,  securities  valued at $1,394,375 were held to cover open call
options written as follows (see Note 5 to the financial statements):

   Issuer                    Contracts   Exercise  Expiration   Value(a)
                                          price      date
   VeriSign                     50        $200     Nov. 2000     $ 4,530
   Emulex                       50         150     Nov. 2000      67,500
   Total value                                                   $72,030

(g)  Security  is  partially  or  fully on  loan.  See  Note 4 to the  financial
statements.

(h) Identifies issues considered to be illiquid as to their  marketability  (see
Note  1 to the  financial  statements).  Information  concerning  such  security
holdings at Oct. 31, 2000, is as follows:

   Security                                 Acquisition           Cost
                                                dates
   Adaytum Software                           09-15-00         $ 600,001
   Bluestream Ventures LP                     06-28-00         2,500,000
   Covia Technologies
     Cv                                       08-16-00           582,650
   Equinix
     Cv                                       05-19-00           399,997
   Gorp.com
     5.15% Series B                           02-21-00           499,998
   Tellium                                    09-19-00           450,000
   Vcommerce
     Cv Series C                              07-21-00           300,001

(i)At Oct. 31, 2000,  the cost of securities for federal income tax purposes was
$475,168,339  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

   Unrealized appreciation                                  $ 50,587,544
   Unrealized depreciation                                   (39,240,628)
                                                             -----------
   Net unrealized appreciation                              $ 11,346,916
                                                            ------------
<PAGE>


PART C. OTHER INFORMATION

Item 23. Exhibits

(a)(1)    Articles of Incorporation,  dated October 28, 1988, filed as Exhibit 1
          to Registration Statement No. 33-25824, are incorporated by reference.

(a)(2)    Articles of Amendment,  dated October 10, 1990,  filed as Exhibit 1 to
          Registrant's Post Effective Amendment No. 9 to Registration  Statement
          No. 33-25824, are incorporated by reference.

(a)(3)    Articles of Amendment,  dated June 16, 1999, are filed  electronically
          herewith.

(b)       By-laws,  dated January 12, 1989,  filed as Exhibit 2 to  Registration
          Statement No. 33-25824, are incorporated by reference.

(c)       Instruments Defining Rights of Security Holders: Not Applicable.

(d)(1)    Investment  Management  Services  Agreement between IDS Global Series,
          Inc.,  on behalf of IDS Global Bond Fund and IDS Global  Growth  Fund,
          and  American  Express  Financial  Corporation,  dated March 20, 1995,
          filed  electronically  as Exhibit 5(a) to Registrant's  Post-Effective
          Amendment  No.  27  to  Registration   Statement  No.   33-25824,   is
          incorporated by reference.

          The  agreement  for IDS  Global  Bond and IDS Global  Growth  Fund was
          assumed  by  corresponding  Portfolios  when  each  Fund  adopted  the
          master/feeder structure. IDS Emerging Markets Fund and IDS Innovations
          Fund are part of a master/feeder structure.  Therefore, the Investment
          Management Services Agreement is with the corresponding Portfolios.

(d)(2)    Investment  Management  Services  Agreement between AXP Global Series,
          Inc.,  on behalf of AXP Global  Balanced  Fund,  and American  Express
          Financial  Corporation,   dated  July  1,  1999,  is  incorporated  by
          reference to Exhibit (d)(2) to Registrant's  Post-Effective  Amendment
          No. 32 filed on or about Dec. 30,1999.

(d)(3)    Investment  Advisory  Agreement  between  American  Express  Financial
          Corporation and American Express Asset Management  International  Inc.
          dated Feb. 11,  1999,  for AXP Global  Balanced  Fund filed as Exhibit
          (d)(6)  to  AXP  Variable  Portfolio  -  Investment   Series,   Inc.'s
          Post-Effective  Amendment No. 37,  Registration  Statement No. 2-73115
          filed on or about May 28, 1999, is incorporated by reference.

(d)(4)    Addendum to Investment  Advisory Agreement dated June 26, 2000 between
          American  Express  Financial  Corporation  and American  Express Asset
          Management  International  Inc. for AXP Global  Balanced Fund filed as
          Exhibit  (d)(4)  to  AXP  International  Fund,  Inc.'s  Post-Effective
          Amendment No. 33, Registration Statement No. 2-92309 filed on or about
          December 21, 2000, is incorporated by reference.

 (e)      Distribution  Agreement,  dated July 8, 1999,  between  AXP  Utilities
          Income Fund,  Inc. and American  Express  Financial  Advisors  Inc. is
          incorporated by reference to Exhibit (e) to AXP Utilities Income Fund,
          Inc.  Post-Effective  Amendment No. 22 to Registration  Statement File
          No.  33-20872  filed  on  or  about  August  27,  1999.   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% of their  annual  salaries,  the maximum
          deductible  amount  permitted  under  Section  404(a) of the  Internal
          Revenue Code.

(g)(1)    Custodian Agreement between IDS Global Series,  Inc., on behalf of IDS
          Global Bond Fund and IDS Global  Growth  Fund,  and  American  Express
          Trust Company,  dated March 20, 1995, filed  electronically as Exhibit
          8(a) to Registrant's  Post-Effective  Amendment No. 27 to Registration
          Statement No. 33-25824, is incorporated by reference.

(g)(2)    Custodian Agreement between IDS Global Series,  Inc., on behalf of IDS
          Emerging  Markets Fund, IDS Global  Balanced Fund and IDS  Innovations
          Fund,  and American  Express Trust  Company,  dated November 13, 1996,
          filed  electronically  as Exhibit 8(b) to Registrant's  Post-Effective
          Amendment  No.  27  to  Registration   Statement  No.   33-25824,   is
          incorporated by reference.

<PAGE>

(g)(3)    Addendum to the Custodian  Agreement between IDS Global Series,  Inc.,
          on behalf of IDS Global Bond Fund and IDS Global Growth Fund, American
          Express  Trust  Company and American  Express  Financial  Corporation,
          dated  May  13,  1996,  filed   electronically   as  Exhibit  8(e)  to
          Registrant's Post-Effective Amendment No. 27 to Registration Statement
          No. 33-25824, is incorporated by reference.

(g)(4)    Addendum to the Custodian  Agreement between IDS Global Series,  Inc.,
          on behalf  of IDS  Emerging  Markets  Fund and IDS  Innovations  Fund,
          American  Express  Trust  Company  and  American   Express   Financial
          Corporation,  dated November 13, 1996, filed electronically as Exhibit
          8(d) to Registrant's  Post-Effective  Amendment No. 27 to Registration
          Statement No. 33-25824, is incorporated by reference.

(g)(5)    Custodian Agreement Amendment between IDS International Fund, Inc. and
          American   Express  Trust  Company,   dated  October  9,  1997,  filed
          electronically  on or about  December  23, 1997 as Exhibit 8(c) to IDS
          International  Fund,  Inc.'s   Post-Effective   Amendment  No.  26  to
          Registration  Statement No.  2-92309,  is  incorporated  by reference.
          Registrant's  Custodian  Agreement  Amendments  differ  from  the  one
          incorporated  by  reference  only by the fact that  Registrant  is one
          executing party.

(g)(6)    Custodian  Agreement,  dated May 13, 1999,  between  American  Express
          Trust Company and The Bank of New York is incorporated by reference to
          Exhibit  (g)(3)  to IDS  Precious  Metals  Fund,  Inc Post  -Effective
          Amendment No. 33 to  Registration  Statement File No. 2-93745 filed on
          or about May 24, 1999.

(h)(1)    Administrative  Services Agreement between IDS Global Series, Inc., on
          behalf  of IDS  Global  Bond  Fund and IDS  Global  Growth  Fund,  and
          American Express  Financial  Corporation,  dated March 20, 1995, filed
          electronically   as  Exhibit  9(f)  to   Registrant's   Post-Effective
          Amendment  No.  27  to  Registration   Statement  No.   33-25824,   is
          incorporated by reference.

(h)(2)    Administrative  Services Agreement between IDS Global Series, Inc., on
          behalf of IDS Emerging  Markets Fund, IDS Global Balanced Fund and IDS
          Innovations  Fund, and American Express Financial  Corporation,  dated
          November  13,   1996,   filed   electronically   as  Exhibit  9(g)  to
          Registrant's Post-Effective Amendment No. 27 to Registration Statement
          No. 33-25824, is incorporated by reference.

(h)(3)    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,  on behalf of IDS
          Emerging  Markets Fund, IDS Global Balanced Fund, IDS Global Bond Fund
          and IDS Global  Growth  Fund,  differs  from the one  incorporated  by
          reference  only by the fact that  Registrant is one  executing  party.
          Registrant's Class Y Shareholder  Service Agreement,  on behalf of AXP
          Innovations Fund,  differs from the one incorporated by reference only
          by the fact that  Registrant  is one  executing  party and it is dated
          March 15, 2000.

(h)(4)    Transfer Agency Agreement  between AXP Global Series,  Inc., on behalf
          of AXP Emerging  Markets Fund,  AXP Global  Balanced  Fund, AXP Global
          Bond Fund,  AXP  Global  Growth  Fund and AXP  Innovations  Fund,  and
          American  Express  Client  Service  Corporation,  dated March 9, 2000,
          filed electronically as Exhibit (h)(9) to Registrant's  Post-Effective
          Amendment No. 33 to Registration  Statement No. 33-25824,  filed on or
          about June 26, 2000, is incorporated by reference.

<PAGE>

(h)(5)    License  Agreement,  dated January 12, 1989,  filed as Exhibit 9(b) to
          Registrant's  Post-Effective Amendment No. 1 to Registration Statement
          No. 33-25824, is incorporated by reference.

(h)(6)    License  Agreement,  dated June 17, 1999 between the American  Express
          Funds and American Express Company,  filed  electronically on or about
          September  23,  1999 as  Exhibit  (h)(4)  to AXP  Stock  Fund,  Inc.'s
          Post-Effective Amendment No. 98 to Registration Statement No. 2-11358,
          is incorporated by reference.

(h)(7)    Agreement and Plan of Reorganization  between AXP Global Series, Inc.,
          on behalf of AXP Emerging  Markets Fund,  and  Strategist  World Fund,
          Inc., on behalf of Strategist  Emerging  Markets Fund, dated March 10,
          2000, is filed electronically herewith.

(h)(8)    Agreement and Plan of Reorganization  between AXP Global Series, Inc.,
          on behalf of AXP Global Bond Fund, and Strategist World Fund, Inc., on
          behalf of Strategist World Income Fund, dated March 10, 2000, is filed
          electronically herewith.

(h)(9)    Agreement and Plan of Reorganization  between AXP Global Series, Inc.,
          on behalf of AXP Global Growth Fund, and Strategist  World Fund, Inc.,
          on behalf of  Strategist  World Growth Fund,  dated March 10, 2000, is
          filed electronically herewith.

(h)(10)   Agreement and Plan of Reorganization  between AXP Global Series, Inc.,
          on behalf of AXP Innovations Fund, and Strategist World Fund, Inc., on
          behalf of Strategist World Technologies Fund, dated March 10, 2000, is
          filed electronically herewith.

(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: None.

(l)       Agreement made in consideration  for providing initial capital between
          IDS  Global  Series,  Inc.  and IDS  Financial  Corporation,  filed as
          Exhibit 13 to Registration  Statement No. 33-25824, is incorporated by
          reference.

(m)(1)    Plan and  Agreement  of  Distribution  dated July 1, 1999  between AXP
          Discovery Fund, Inc. and American Express  Financial  Advisors Inc. is
          incorporated  by reference to Exhibit (m) to AXP Discovery  Fund, Inc.
          Post-Effective  Amendment No. 36 to  Registration  Statement  File No.
          2-72174  filed  on or  about  July  30,  1999.  Registrant's  Plan and
          Agreement  of  Distribution  differs  from  the  one  incorporated  by
          reference only by the fact that Registrant is one executing party.

(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.

<PAGE>

(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)    Directors' Power of Attorney,  to sign Amendments to this Registration
          Statement, dated Jan. 13, 2000, filed electronically as Exhibit (q)(1)
          to  Registrant's  Post-Effective  Amendment  No.  33  to  Registration
          Statement No. 33-25824 filed on or about June 26, 2000 is incorporated
          by reference.

(q)(2)    Officers' Power of Attorney,  to sign Amendments to this  Registration
          Statement, dated Jan. 13, 2000, filed electronically as Exhibit (q)(2)
          to  Registrant's  Post-Effective  Amendment  No.  33  to  Registration
          Statement No. 33-25824 filed on or about June 26, 2000 is incorporated
          by reference.

(q)(3)    Trustees' Power of Attorney,  to sign Amendments to this  Registration
          Statement, dated Jan. 13, 2000, filed electronically as Exhibit (q)(3)
          to  Registrant's  Post-Effective  Amendment  No.  33  to  Registration
          Statement No. 33-25824 filed on or about June 26, 2000 is incorporated
          by reference.

(q)(4)    Officers' Power of Attorney,  to sign Amendments to this  Registration
          Statement, dated Jan. 13, 2000, filed electronically as Exhibit (q)(4)
          to  Registrant's  Post-Effective  Amendment  No.  33  to  Registration
          Statement No. 33-25824 filed on or about June 26, 2000 is incorporated
          by reference.

Item 24.          Persons Controlled by or Under Common Control with the Fund

                  None.

Item 25.  Indemnification

The  Articles of  Incorporation  of the  registrant  provide that the Fund shall
indemnify  any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director,  officer, employee or
agent  of the  Fund,  or is or was  serving  at the  request  of the  Fund  as a
director,  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  Fund  may  purchase
liability  insurance  and advance  legal  expenses,  all to the  fullest  extent
permitted  by the laws of the State of  Minnesota,  as now existing or hereafter
amended.  The By-laws of the registrant provide that present or former directors
or  officers  of the Fund made or  threatened  to be made a party to or involved
(including as

<PAGE>

a  witness)  in an actual or  threatened  action,  suit or  proceeding  shall be
indemnified by the Fund to the full extent authorized by the Minnesota  Business
Corporation  Act, 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  directors,  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 director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  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  directors,  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 Global Series, Inc., certifies that it meets all of the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b)  under the  Securities  Act and has duly  caused  this  Amendment  to its
Registration  Statement  to be signed on its  behalf  by the  undersigned,  duly
authorized, in the City of Minneapolis and State of Minnesota on the 21st day of
December, 2000.


AXP GLOBAL SERIES, INC.


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 its
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 21st day of December, 2000.

Signature                                            Capacity

                                                     Director
     Peter J. Anderson

/s/  H. Brewster Atwater, Jr.*                       Director
     H. Brewster Atwater, Jr.

/s/  Arne H. Carlson*                                Chairman of the Board
     Arne H. Carlson

/s/  Lynne V. Cheney*                                Director
     Lynne V. Cheney

/s/  David R. Hubers*                                Director
     David R. Hubers

/s/  Heinz F. Hutter*                                Director
     Heinz F. Hutter

/s/  Anne P. Jones*                                  Director
     Anne P. Jones

/s/  William R. Pearce*                              Director
     William R. Pearce

/s/  Alan K. Simpson*                                Director
     Alan K. Simpson

<PAGE>

/s/  John R. Thomas*                                 Director
     John R. Thomas

/s/  C. Angus Wurtele*                               Director
     C. Angus Wurtele

*Signed  pursuant to Directors'  Power of Attorney,  dated Jan. 13, 2000,  filed
electronically as Exhibit (q)(1) to Registrant's Post-Effective Amendment No. 33
to Registration Statement No. 33-25824, 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
to Registration Statement No. 33-25824, by:



/s/ Leslie L. Ogg
    Leslie L. Ogg





<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act and the Investment  Company
Act, WORLD TRUST  consents to the filing of this  Amendment to the  Registration
Statement signed on its behalf by the undersigned,  duly authorized, in the City
of Minneapolis and State of Minnesota on the 21st day of December, 2000.


WORLD 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 21st day of December, 2000.

Signature                                            Capacity

                                                     Trustee
     Peter J. Anderson

/s/  H. Brewster Atwater, Jr.****                    Trustee
     H. Brewster Atwater, Jr.

/s/  Arne H. Carlson****                             Chairman of the Board
     Arne H. Carlson

/s/  Lynne V. Cheney****                             Trustee
     Lynne V. Cheney

/s/  David R. Hubers****                             Trustee
     David R. Hubers

/s/  Heinz F. Hutter****                             Trustee
     Heinz F. Hutter

/s/  Anne P. Jones****                               Trustee
     Anne P. Jones

/s/  William R. Pearce****                           Trustee
     William R. Pearce

/s/  Alan K. Simpson****                             Trustee
     Alan K. Simpson

<PAGE>

/s/  John R. Thomas****                              Trustee
     John R. Thomas

/s/  C. Angus Wurtele****                            Trustee
     C. Angus Wurtele

***Signed  pursuant to Officers' Power of Attorney,  dated Jan. 13, 2000,  filed
electronically as Exhibit (q)(4) to Registrant's Post-Effective Amendment No. 33
to Registration Statement No. 33-25824, by:



/s/ Leslie L. Ogg
    Leslie L. Ogg



****Signed  pursuant to Trustees' Power of Attorney,  dated Jan. 13, 2000, filed
electronically as Exhibit (q)(3) to Registrant's Post-Effective Amendment No. 33
to Registration Statement No. 33-25824, by:



/s/ Leslie L. Ogg
    Leslie L. Ogg


<PAGE>

CONTENTS OF THIS POST-EFFECTIVE  AMENDMENT NO. 35 TO REGISTRATION  STATEMENT NO.
33-25824

This Post-Effective Amendment contains the following papers and documents:

The facing sheet.

Part A. Prospectuses for:
         AXP Emerging Markets Fund
         AXP Global Balanced Fund
         AXP Global Bond Fund
         AXP Global Growth Fund
         AXP Innovations Fund

Part B. Statements of Additional Information for:

         AXP Emerging Markets Fund
         AXP Global Balanced Fund
         AXP Global Bond Fund
         AXP Global Growth Fund
         AXP Innovations Fund

         Financial statements for:
         AXP Emerging Markets Fund
         AXP Global Balanced Fund
         AXP Global Bond Fund
         AXP Global Growth Fund
         AXP Innovations Fund

Part C.

         Other information.


The signatures.



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