Amendment
Plan and Agreement of Distribution
(Class C)
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. Paragraph four (4) is deleted in its entirety and replaced with, "The
fee under this agreement will be equal on an annual basis to 1.00% of
the average daily net assets of the Fund attributable to Class C
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."
3. The last sentence of paragraph nine (9) 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 TEX-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 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
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Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS, INC.
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Senior Vice President and General Manager - Mutual Funds
