Amendment
                       Plan and Agreement of Distribution
                                 (Class A and B)
                                 April 14, 2005


The Plan and Agreement of Distribution between the Registrant(s) on behalf of
its Fund(s) and American Express Financial Advisors, Inc. (AEFA), the principle
underwriter of the Fund, is amended as follows. All other provisions of the
agreement remain in full force and effect.

     1.   This  plan  and the  portion  of it  constituting  the  agreement  are
          separate and have the respective separate  termination  provisions set
          forth in Rule 12b-1 (iii) and (iv).

     2.   In paragraph four (4) the word month is replaced with quarter.

     3.   Paragraph five (5) is deleted in its entirety and replaced with,  "For
          Class B  shares,  the fee  under  this  agreement  will be equal on an
          annual  basis to 1.00% of the  average  daily net  assets of the Funds
          attributable  to  Class B  shares.  Of that  amount,  0.75%  shall  be
          reimbursed for distribution  expenses.  The amount so determined shall
          be paid to AEFA in cash within five (5)  business  days after the last
          day of each  month.  The  additional  0.25%  shall  be paid to AEFA to
          compensate AEFA,  financial advisors and servicing agents for personal
          service to shareholders and maintenance of shareholder  accounts.  The
          amount so  determined  shall be paid to AEFA in cash  within  five (5)
          business days after the last day of each quarter."

     4.   The last  sentence of  paragraph  eleven (11) is deleted and  replaced
          with  "The  Plan  shall  continue  until  terminated  by action of the
          members of the Fund's board who are not interested persons of the Fund
          and have no direct or indirect financial interest in the operations of
          the Plan, and the related  Agreement will terminate  automatically  in
          the event of its  assignment as that term is defined in the Investment
          Company Act."

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.

AXP CALIFORNIA TAX-EXEMPT TRUST
       AXP California Tax-Exempt Fund
AXP DIMENSIONS SERIES, INC.
       AXP New Dimensions Fund
AXP DISCOVERY SERIES, INC.
       AXP Discovery Fund
AXP EQUITY SERIES, INC.
       AXP Equity Select Fund



AXP FIXED INCOME SERIES, INC.
       AXP Diversified Bond Fund
AXP GLOBAL SERIES, INC.
       AXP Global Bond Fund
       AXP Global Technology Fund
       AXP Threadneedle Emerging Markets Fund
       AXP Threadneedle Global Balanced Fund
       AXP Threadneedle Global Equity Fund
AXP GOVERNMENT INCOME SERIES, INC.
       AXP Short Duration U.S. Government Fund
       AXP U.S. Government Mortgage Fund
AXP GROWTH SERIES, INC.
       AXP Growth Fund
       AXP Large Cap Equity Fund
       AXP Large Cap Value Fund
       AXP Quantitative Large Cap Equity Fund
AXP HIGH YIELD INCOME SERIES, INC.
       AXP High Yield Bond Fund
AXP HIGH YIELD TAX-EXEMPT SERIES, INC.
       AXP High Yield Tax-Exempt Fund
AXP INCOME SERIES, INC.
       AXP Selective Fund
AXP INTERNATIONAL SERIES, INC.
       AXP Threadneedle European Equity Fund
       AXP Threadneedle International Fund
AXP INVESTMENT SERIES, INC.
       AXP Diversified Equity Income Fund
       AXP Mid Cap Value Fund
       AXP Mutual
AXP MANAGED SERIES, INC.
       AXP Managed Allocation Fund
AXP MARKET ADVANTAGE SERIES, INC.
       AXP Small Company Index Fund
AXP MONEY MARKET SERIES, INC.
       AXP Cash Management Fund
AXP PARTNERS INTERNATIONAL SERIES, INC.
       AXP Partners International Aggressive Growth Fund
       AXP Partners International Core Fund
       AXP Partners International Select Value Fund
       AXP Partners International Small Cap Fund
AXP PARTNERS SERIES, INC.
       AXP Partners Aggressive Growth Fund
       AXP Partners Fundamental Value Fund
       AXP Partners Growth Fund
       AXP Partners Select Value Fund
       AXP Partners Small Cap Core Fund


       AXP Partners Small Cap Value Fund
       AXP Partners Value Fund
AXP SECTOR SERIES, INC.
       AXP Dividend Opportunity Fund
AXP SELECTED SERIES, INC.
       AXP Precious Metals Fund
AXP SPECIAL TAX-EXEMPT SERIES TRUST
       AXP Insured Tax-Exempt Fund
       AXP Massachusetts Tax-Exempt Fund
       AXP Michigan Tax-Exempt Fund
       AXP Minnesota Tax-Exempt Fund
       AXP New York Tax-Exempt Fund
       AXP Ohio Tax-Exempt Fund
AXP STOCK SERIES, INC.
       AXP Stock Fund
AXP STRATEGY SERIES INC.
       AXP Equity Value Fund
       AXP Partners Small Cap Growth Fund
       AXP Small Cap Advantage Fund
       AXP Strategy Aggressive Fund
AXP TAX-EXEMPT SERIES, INC.
       AXP Intermediate Tax-Exempt Fund
       AXP Tax-Exempt Bond Fund


/s/ Leslie L. Ogg
------------------
    Leslie L. Ogg
    Vice President


AMERICAN EXPRESS FINANCIAL ADVISORS, INC.



/s/ Paula R. Meyer
-------------------
    Paula R. Meyer
    Senior Vice President and General Manager - Mutual Funds