Amendment
                       Plan and Agreement of Distribution
                               (Class A, B and 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 as shown in Schedule A."

    3.  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."

    4.  In  Schedule  A, the last  paragraph  is  deleted  in its  entirety  and
        replaced  with,  "For  Class B and  Class C 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  and Class C
        shares,  respectively.  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."

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

AXP DISCOVERY SERIES, INC.
       AXP Inflation Protected Securities Fund
AXP SECTOR SERIES, INC.
       AXP Real Estate 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