EXHIBIT INDEX (h)(6) Transfer Agency Agreement between AXP Tax-Exempt Series, Inc. on behalf of AXP Intermediate Tax-Exempt Fund and AXP Tax-Exempt Bond Fund and American Express Client Service Corporation, dated May 10, 2001. (i) Opinion and consent...

                                  EXHIBIT INDEX

(h)(6)    Transfer Agency Agreement between AXP Tax-Exempt Series, Inc. on
          behalf of AXP Intermediate Tax-Exempt Fund and AXP Tax-Exempt Bond
          Fund and American Express Client Service Corporation, dated May 10,
          2001.

(i)       Opinion  and consent of counsel as to the  legality of the  securities
          being registered.

(j)       Independent Auditors' Consent.

(q)(1)    Directors' Power of Attorney to sign amendments to this Registration
          Statement, dated January 9, 2002.

(q)(2)    Officers' Power of Attorney to sign amendments to this Registration
          Statement, dated January 9, 2002.