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 March 9, 2000. (i) Opinion and consent of counsel as...

(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 March 9, 2000.

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

(j)      Independent Auditors' Consent.